Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-KSB

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

For the fiscal year ended December 31, 2004

                                       OR

[ ]      TRANSITIONAL 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.
           (Name of small business issuer as specified in its charter)

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

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

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

Securities registered under Section 12(g) of the Exchange Act:

                               Title of Each Class
                    Common Stock, par value $.0001 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 past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirement 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 is 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. [ ]

Issuer had revenues of $-0- for the year ended December 31, 2004. As of April
13, 2005, 15,365,088 shares of Common Stock were outstanding of which 11,120,826
were held by non-affiliates of the Company. The aggregate market value of the
Common Stock held by non-affiliates of the Company as of April 13, 2005 was
$3,892,289 (based upon the closing bid price on such date on the OTCBB of
$0.35).


Transitional Small Business Disclosure Format (check one):

Yes ___  No  X


<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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PART I  ..........................................................................................................3

   ITEM 1.        DESCRIPTION OF BUSINESS.........................................................................3

   ITEM 2.        DESCRIPTION OF PROPERTIES.......................................................................6

   ITEM 3.        LEGAL PROCEEDINGS...............................................................................6

   ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............................................6

PART II ..........................................................................................................7

   ITEM 5.        MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........................7


   ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...........8


   ITEM 7.        FINANCIAL STATEMENTS...........................................................................11

   ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE...........11

    ITEM 8A       CONTROLS AND PROCEDURES........................................................................11

    ITEM 8B       OTHER INFORMATION..............................................................................11

PART III ........................................................................................................12

   ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF
                  THE EXCHANGE ACT...............................................................................12

   ITEM 10.       EXECUTIVE COMPENSATION.........................................................................14

   ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT..........................................................................14

   ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................................................15

PART IV .........................................................................................................

   ITEM 13.       EXHIBITS.......................................................................................16

   ITEM 14.       PRINCIPAL ACCOUNTANT FEES AND SERVICES.........................................................18

</TABLE>



                                       2
<PAGE>

ITEM 1.  DESCRIPTION OF BUSINESS

  Background

         We are a Delaware corporation. Kemper Pressure Treated Forest Products,
Inc. is 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 our company which was named Generation
Acquisition Corporation at such time. 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.

General

         We are a consulting company formed to acquire controlling interests in
or to participate in the creation of, and to provide financial, management and
technical support to, development stage business, e-commerce businesses and
traditional brick-and-mortar businesses. We have no restrictions or limitations
in terms of the type of industry that we intend to focus our activities on. We
do not want to limit the scope of our potential target businesses. In evaluating
whether to act as a consultant with a particular company and whether to invest
in a specific company, our board of directors intends to apply a general
analysis which would include, but be not limited to, the following

o        an evaluation of industry of a target company to determine the
         competition that exists in that particular industry;

o        an evaluation to determine if the target company has the products,
         services and skills to successfully compete in its industry;

o        an evaluation of the target company's management skills; and

o        an evaluation of our equity position in a target company, if any, to
         review the extent, if any, that we 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, we intend
to require representation on the company's board of directors to ensure our
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 we might make an investment.

         Our strategy is to integrate affiliated companies into a network and to
actively develop the business strategies, operations and management teams of the
affiliated entities. It is the intent of our board of directors to develop and
exploit all business opportunities to increase efficiencies between companies
with which we may invest in or consult. For example, if we are consulting with a
marketing company, we may utilize that marketing company to provide services for
other companies with which we consult with or invest. We may acquire companies
to be held as wholly owned subsidiaries of our company.

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

         We do not intend to identify potential acquisition, investment and
consulting activities through the use of paid advertisements, phone solicitation
or email solicitation, but intend to become aware of and identify potential
acquisition, investment and consulting activities through the business contacts
and networking of our officers and directors.

                                       3
<PAGE>

Letter Of Intent With Tri-State Metro Territories LLC

         On November 10, 2003, we entered into a Letter of Intent with Tri State
Metro-Territories, LLC (Tri-State) to acquire substantially all of the assets of
Tri-State. Brian Sorrentino, a major shareholder, director and an executive
officer of our company, is 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 and is a member of Tri-State and a shareholder of our company. Mark
Solomon, who serves as a member of our Board of Directors and is a shareholder
of our company also is a member of Tri-State. Dale Hill, is a shareholder of our
company and is also a member of Tri-State. Tri State is in the business of
selling franchised hair coloring salon units under the name of "HCX the
haircolorxperts". 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 Salons located in Columbia Maryland and Washington, DC. The Company has
loaned Tri-State $178,000 in connection with Tri-State's opening of its
prototype salon in Washington, DC. 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, we entered into privately negotiated exchange agreements to
exchange 355,000 restricted shares of its common stock for 8% of membership
interests of Tri-State. In addition, from September 2004 through February 2005
we entered into two purchase agreements whereby the Company purchased 3% of
membership interests of Tri-State for $115,000. 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.

Letter of Intent with New Age Systems, Inc.

         On September 14, 2004, the Company entered into a letter of intent with
the shareholders of New Age Systems, Inc. ("New Age") in which the Company
agreed to acquire 100% of New Age's outstanding securities from New Age's
shareholders. The closing of this sale is subject to the entering of a final
definitive agreement and the performance of customary due diligence. New Age is
a full-service information technology provider to government and business,
providing services and related products. New Age provides services in the
following areas:

o        Software Engineering,
o        Records Management and Workflow,
o        Network Design and Support,
o        Program Management,
o        Geographic/Geospatial Information System solutions,
o        Integrated Association Management Systems.

The Market

         We believe that the effective achievement of the 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.

         Our 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

         Primarily through the marketing efforts of our executive officers,
directors and consultants, we intend to locate B2B Internet-related companies
and traditional brick-and-mortar businesses for which we will act as a general
corporate consultant and we also intend to locate development stage companies as
acquisition candidates. We do not intend to concentrate our efforts on any
particular industry. Our management team hopes to take advantage of the
resources of its directors, specifically in the areas of accounting, e-commerce,
finance and politics, to enable us to consult with, acquire and integrate B2B
e-commerce companies and traditional brick-and-mortar businesses. We intend to
actively explore synergistic opportunities such as cross marketing efforts
within the network of companies we will consult with or acquire.

                                       4
<PAGE>

Strategy and Objectives - Investment and development activities

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

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

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

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

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

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

         We believes that our management team is qualified to identify companies
that are positioned to compete successfully in their respective industries. We
intend to structure our acquisitions to permit the acquired company's management
and key personnel to retain an equity stake in the company. We believe that we
have the ability to complete acquisitions and investments quickly and
efficiently. We intend that after acquiring an interest in a development
company, it will participate in follow-on financing if needed. We have no
proposed activities related to the offering of securities of any other company.

Management and consulting activities

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

o        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;

o        target company evaluation to determine if the target company has the
         products, services and skills to become successful in its industry;

o        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;

o        evaluation of our equity position in a target company and extent that
         we will be able to exert influence over the direction and operations of
         the development stage company; and

o        as a condition to any acquisition or development agreement, we intend
         to require representation on the company's board of directors to ensure
         our ability to provide active guidance to the acquired company.

Competition

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

                                       5
<PAGE>

Employees

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


ITEM 2   DESCRIPTION OF PROPERTIES

         We are headquartered in 1250 24th Street, NW, Suite 300 Washington,
D.C. 20037. We pay $300 per month to rent this office space. We project that
such office space should be sufficient for their anticipated needs for the
foreseeable future. Our telephone number is 202-467-2788 and its fax number is
301-528-4238.

ITEM 3.  LEGAL PROCEEDINGS

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

         On January 6, 2005, the Circuit Court of Madison County, Mississippi,
granted summary judgment in favor of all defendants in the action styled "Barry
Pope, Individually and as a Shareholder of Worldwide Forest Products, Inc., v
..Brian Sorrentino, et.al.", including defendant Syndicationnet.com. The Court
also granted a motion of certain Defendants, including Syndicationnet, asking
that Mr. Pope be ordered to pay the defendants attorney fees and expenses
incurred as a result of a continuance of a trial set on September 22, 2004, with
the Court finding that the actions of Plainfiff Pope caused the continuance.
This matter was commenced on November 26, 2001, Barry Pope, individually and as
a shareholder of Worldwide Forest Products, Inc. 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.

         Cassidy and Associates, PA, our former counsel, filed a statement of
claim against us with the American Arbitration Association. This arbitration was
settled in September 2004.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of the Company's security holders
through the solicitation of proxies or otherwise, during the last quarter of the
fiscal year ended December 31, 2004.

                                       6
<PAGE>


                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

         Our common stock is currently traded on the Over-The-Counter Bulletin
Board under the symbol SCYI. For the periods indicated, the following table sets
forth the high and low bid prices per share of common stock. These prices
represent inter-dealer quotations without retail markup, markdown, or commission
and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
                                                    Fiscal 2005               Fiscal 2004                Fiscal 2003
                                             -------------------------------------------------------------------------------
COMMON STOCK                                 High          Low          High         Low          High         Low
----------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>           <C>          <C>          <C>          <C>          <C>
First Quarter                                $1.25         $0.22        $0.60        $0.25        $0.05        $0.02
Second Quarter                               --            --           $1.90        $0.55        $1.15        $0.05
Third Quarter                                --            --           $0.30        $0.25        $0.05        $0.05
Fourth Quarter                               --            --           $1.50        $0.15        $2.45        $0.05
</TABLE>

         As of April 14, 2005, our shares of common stock were held by
approximately 41 stockholders of record. We believe that the number of
beneficial owners is substantially greater than the number of record holders
because a significant portion of our outstanding common stock is held of record
in broker "street names" for the benefit of individual investors. The transfer
agent of our common stock is Pacific Stock Transfer, Inc. In connection with the
Standby Equity Distribution Agreement and Securities Purchase Agreement between
Cornell Capital Partners, L.P. and our Company, we engaged Continental Stock
Transfer and Trust Company as co-transfer agent.

Securities Authorized for Issuance Under Equity Compensation Plans

         As of the year ended December 31, 2004, we did not have an equity
compensation plan authorizing us to issue shares of common stock

                  Dividends

         It has been the policy of the Company to retain earnings, if any, to
finance the development and growth of its business.

Sale of Securities that were not Registered Under the Securities Act of 1933

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

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

         During the quarter ended March 31, 2004, the Company issued 355,000
shares of common stock and paid out $52,500 in exchange for 575 class "A" common
shares and 1,500 common shares in Tri-State Metro Territories, LLC, Inc. and
notes receivable with principal balances of $95,000 plus accrued interest. The
shares were issued to Adoribel Holdings (160,000), Jack Feldman (120,000),
George Kuipers (15,000) and Dale Hill (60,000).

         In June 2004, the Company issued 600,000 shares of common stock to Seth
Farbman in consideration for consulting and edgarizing services for a period of
12 months.

         In June 2004, the Company issued 50,000 shares of common stock to Seth
Farbman, a note holder, in consideration for the extension of the due date of
such note.

                                       7
<PAGE>

         To obtain funding for our ongoing operations, we entered into a
Securities Purchase Agreement with Cornell Capital Partners on June 15, 2004 for
the sale of $200,000 in convertible debentures of which $50,000 was received by
us on June 15, 2004 and $150,000 was received by us on July 9, 2004. The
debentures issued pursuant to the June 2004 Securities Purchase Agreement bear
interest at 5%, mature three years from the date of issuance, and are
convertible into our common stock, at the holder's option, at the lower of the
following:

o        $.42; or

o        eighty percent(80%) of the lowest volume weighted average price of the
         common stock for the five (5) trading days immediately preceding the
         conversion date.

         The full principal amount of the convertible debentures is due upon
default under the terms of convertible debentures. We are obligated to file a
registration statement for the resale of the conversion shares issuable upon
conversion of the debentures under the Securities Act of 1933, as amended, no
later than thirty (30) days from June 15, 2004.

         On June 15, 2004, we entered into a Standby Equity Distribution
Agreement with one investor. Pursuant to the Standby Equity Distribution
Agreement, we may, at our discretion, periodically sell to the investor shares
of common stock for a total purchase price of up to $10,000,000. For each share
of common stock purchased under the Standby Equity Distribution Agreement, the
investor will pay 98% of the lowest volume weighted average price of the common
stock during the five consecutive trading days immediately following the notice
date. The investor, Cornell Capital Partners, L.P. is a private limited
partnership whose business operations are conducted through its general partner,
Yorkville Advisors, LLC. Cornell Capital Partners, L.P. will retain 5% of each
advance under the Standby Equity Distribution Agreement. Cornell Capital
Partners is restricted from owing in excess of 9.9% of our outstanding common
stock. In the event that Cornell Capital Partners is unable to sell shares of
common stock that it acquires under the Standby Equity Distribution Agreement
and its ownership equals 9.9% of the our outstanding, then we will not be able
to draw down money under the Standby Distribution Agreement. In June 2004, as
required by the Standby Equity Distribution Agreement we issued Cornell Capital
Partners, L.P. 1,160,000 shares of common stock. In addition, we engaged
Newbridge Securities Corporation, a registered broker-dealer, to advise us in
connection with the Standby Equity Distribution Agreement. For its services,
Newbridge Securities Corporation received 40,000 shares of our common stock. We
are obligated to prepare and file with the Securities and Exchange Commission a
registration statement to register the resale of the shares issued under the
Standby Equity Distribution Agreement prior to the first sale to the investor of
our common stock.

         All of the above offerings and sales were deemed to be exempt under
rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as
amended. No advertising or general solicitation was employed in offering the
securities. The offerings and sales were made to a limited number of persons,
all of whom were accredited investors, business associates of ours or our
executive officers, and transfer was restricted by us in accordance with the
requirements of the Securities Act of 1933. In addition to representations by
the above-referenced persons, we have made independent determinations that all
of the above-referenced persons were accredited or sophisticated investors, and
that they were capable of analyzing the merits and risks of their investment,
and that they understood the speculative nature of their investment.
Furthermore, all of the above-referenced persons were provided with access to
our Securities and Exchange Commission filings.

ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         When used in this Form 10-KSB, in other filings by the Company with the
SEC, in the Company's press releases or other public or stockholder
communications, or in oral statements made with the approval of an authorized
executive officer of the Company, the words or phrases "would be," "will allow,"
"intends to," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.

         The Company cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, are based on
certain assumptions and expectations which may or may not be valid or actually
occur, and which involve various risks and uncertainties, including but not
limited to the risks set forth above. In addition, sales and other revenues may
not commence and/or continue as anticipated due to delays or otherwise. As a
result, the Company's actual results for future periods could differ materially
from those anticipated or projected.

         Unless otherwise required by applicable law, the Company does not
undertake, and specifically disclaims any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.

                                       8
<PAGE>

General

         We are a consulting company formed to acquire controlling interests in
or to participate in the creation of, and to provide financial, management and
technical support to, development stage businesses. Our strategy is to integrate
affiliated companies into a network and to actively develop the business
strategies, operations and management teams of the affiliated entities.

         It is the intent of our board of directors to develop and exploit all
business opportunities to increase efficiencies between companies with which we
may invest in or consult. In addition, we may acquire companies to be held as
wholly owned subsidiaries.

         We had one wholly owned subsidiary, Kemper Pressure Treated Forest
Products, Inc. Kemper was engaged in the retail brokerage business of
preservative treated lumber such as utility poles, bridge pilings, timber and
guardrail posts. Kemper had one customer and as a result of limited revenue we
elected to wind down Kemper's operations during the fourth quarter of 2003. We
have changed our focus and growth efforts towards our consulting business and/or
the acquisition of an operating development company.

         On November 10, 2003, we entered into a Letter of Intent with Tri State
Metro-Territories, LLC (Tri-State) to acquire substantially all of the assets of
Tri-State. Brian Sorrentino, a major shareholder, director and an executive
officer of our company, is 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 and is a member of Tri-State and a shareholder of our company. Mark
Solomon, who serves as a member of our Board of Directors and is a shareholder
of our company also is a member of Tri-State. Dale Hill, is a shareholder of our
company and is also a member of Tri-State. Tri State is in the business of
selling franchised hair coloring salon units under the name of "HCX the
haircolorxperts". 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 Salons located in Columbia Maryland and Washington, DC. The Company has
loaned Tri-State $178,000 in connection with Tri-State's opening of its
prototype salon in Washington, DC. 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, we entered into privately negotiated exchange agreements to
exchange 355,000 restricted shares of its common stock for 8% of membership
interests of Tri-State. In addition, from September 2004 through February 2005
we entered into two purchase agreements whereby the Company purchased 3% of
membership interests of Tri-State for $115,000. 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.

         On September 14, 2004, the Company entered into a letter of intent with
the shareholders of New Age Systems, Inc. ("New Age") in which the Company
agreed to acquire 100% of New Age's outstanding securities from New Age's
shareholders. The closing of this sale is subject to the entering of a final
definitive agreement and the performance of customary due diligence. New Age is
a full-service information technology provider to government and business,
providing services and related products. New Age provides services in the
following areas:

o        Software Engineering,
o        Records Management and Workflow,
o        Network Design and Support,
o        Program Management,
o        Geographic/Geospatial Information System solutions,
o        Integrated Association Management Systems.

Fiscal Year Ended December 31, 2004 Compared to Fiscal Year Ended December 31,
2003

         For the year ended December 31, 2004, our revenue decreased by $3,420
to $0 for the year ended December 31, 2004 from $3,420 for the year ended
December 31, 2003. The decrease is primarily attributed to the decreasing of
consulting activity.

                                       9
<PAGE>

         The operating expenses for the period ended December 31, 2004 increased
by $656,450 to $1,879,280 for the year ended December 31, 2004 from $1,222,830
for the year ended December 31, 2003. Our operating expenses consist of general
and administrative expenses and consulting fees which each increased by $104,681
and $273,652, respectively. The reason for the increase relates to the issuance
of shares for consulting services.

         The net loss for the year ended December 31, 2004 was $2,274,319
compared to net less of $1,088,420 for the year ended December 31, 2003. The
primary reasons for the increase in the loss was due to the reasons set for
above.

Liquidity and Capital Resources

         Total current assets at December 31, 2004 were $14,041.

         We have historically incurred losses. For the fiscal year ended
December 31, 2004, we had a net loss of $2,274,319. On June 15, 2004, we entered
into a Standby Equity Distribution Agreement with Cornell Capital Partners, L.P.
Pursuant to the Standby Equity Distribution Agreement, we may, at our
discretion, periodically sell to Cornell Capital Partners shares of common stock
for a total purchase price of up to $10,000,000. For each share of common stock
purchased under the Standby Equity Distribution Agreement, Cornell Capital
Partners will pay 98% of the lowest volume weighted average price of the common
stock during the five consecutive trading days immediately following the notice
date. In addition, Cornell Capital Partners will retain 5% of each advance under
the Standby Equity Distribution Agreement. For example, assuming that the 98% of
lowest volume weighted average price of our common stock during the five
consecutive trading days immediately following a notice date is $.245, if we
request an advance in the amount of $200,000, Cornell Capital will be entitled
to the following:

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

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

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

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

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

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

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

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

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

                                       10
<PAGE>

         We intend for our management team to identify companies that are
positioned to succeed and to assist those companies with financial, managerial
and technical support. Over the next 12 months, we intend to increase revenue
and gross profit margin by focusing and expanding its consulting services and
seeking acquisition candidates. It is management's belief that potential
acquisition targets can be better identified and assessed for risk if we first
become involved with these candidates on a consulting capacity. Our strategy is
to integrate affiliated companies into a network and to actively develop the
business strategies, operations and management teams of the affiliated entities.
We have recently decided to engage in the acquisition phase of our business
plan. To that end, we expanded our relationship with HCX Tri-State Metro
Territories and on November 7, 2003 executed a Letter of Intent pursuant to
which we will acquire substantially all of the assets of Tri State. Tri State is
in the business of selling franchised hair coloring salon units under the name
of "HCX the haircolorxperts". In addition, we have entered into a letter of
intent to acquire New Age Systems, Inc. New Age is a full-service information
technology provider to government and business, providing services and related
products. The closing of both of these acquisitions is subject to the entering
of final definitive agreements and the performance of customary due diligence.

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

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

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

Off-Balance Sheet Arrangements

         We have no off-balance sheet arrangements that have or are reasonably
likely to have a current or future material effect on us.

ITEM 7.  FINANCIAL STATEMENTS.

         Reference is made to the Consolidated Financial Statements of the
Company, beginning with the index thereto on page F-1

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

         None.

ITEM 8A. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was performed
under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the Chief Executive Officer and the Chief Executive Officer, concluded that the
Company's disclosure controls and procedures were effective as of the end of the
period covered by this report.

The Company maintains a system of internal controls designed to provide
reasonable assurance that: transactions are executed in accordance with
management's general or specific authorization; transactions are recorded as
necessary (i) to permit preparation of financial statements in conformity with
generally accepted accounting principles and (ii) to maintain accountability for
assets. Access to assets is permitted only in accordance with management's
general or specific authorization and the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

Since the date of the most recent evaluation of the Company's internal controls
by the Chief Executive and Chief Financial Officers, there have not been changes
in the Company's internal controls over financial reporting for the period
covered by this report that materially affected or were likely to materially
affect the Company's internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

None.


                                       11
<PAGE>

                                    PART III

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

The following table sets forth certain information regarding the executive
officers and directors of the Company as of April 14, 2005

<TABLE>
<CAPTION>
Name                     Age         Position
------------------- ------------- ---------------------------------
<S>                   <C>           <C>

Brian Sorrentino         46          Chief Executive Officer
                                     and Director

Mrutyunjaya S.           44          Chief  Financial  Officer
Chittavajhula

Mark  Solomon            46          President and Director

Howard  B.  Siegel       58          Director
</TABLE>

Our directors have been elected to serve until the next annual meeting of the
stockholders of our company and until their respective successors have been
elected and qualified or until death, resignation, removal or disqualification.
Vacancies in the existing Board are filled by a majority vote of the remaining
directors on the Board. Our executive officers are appointed by and serve at the
discretion of the Board.

BRIAN SORRENTINO, 46, serves as our CEO and as a director. Mr. Sorrentino has
worked in the securities industry since 1986 and has been licensed series 6, 7,
and 24. In 1993, he started Source Management Services, a consulting company.
Mr. Sorrentino has specialized in mergers and acquisitions and contract
negotiations with regard to those efforts. Since August 2000, Mr. Sorrentino has
served as the CEO and development agent of Tri-State Metro Territories LLC. Tri
State is in the business of selling franchised hair coloring salon units under
the name of "HCX the haircolorxperts" which include the exclusive rights to
develop the franchise chain of "HCX" in the District of Columbia and Maryland
area.

MARK SOLOMON, ESQ. has served as Chairman of the Board of Directors of our
company 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.

MRUTYUNJAYA S. CHITTAVAJHULA, 44, serves as our Chief Financial Officer. Mr.
Chittavajhula graduated Andhra University located in India with a degree in
commerce. From July 1999 through November 2002, Mr. Chittavajhula worked as an
accountant in David Pomerantz & Associates, LLC where handled all aspects of
professional accounting services. From 2002 until present, Mr. Chittavajhula has
been employed as a comptroller of Deep Sea Logistics, Inc. From April 2003 until
the present, Mr. Chittavajhula started working for James D Goldblatt CPA PC,
Maryland, as an accountant. From May 2003 to July 2004, Mr. Chittavajhula was
employed by Futrovsky & Tossman, CPAs, as an accountant.


                                       12
<PAGE>

HOWARD S. SIEGEL has served as a director of our company 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 80,000 shares of our common
stock for serving as directors and are repaid for their expenses incurred for
serving as directors.

         We pay accounting fees to the Accelerated Group, Inc., a private
accounting firm owned by Mrutyunjaya S. Chittavajhula., our Chief Financial
Officer. We believe that we have paid less than $12,000 annually for the past
three years as compensation for such accounting services.

Audit Committee

         The Board of Directors does not have a Compensation, Audit or
Nominating Committee, and the usual functions of such committees are performed
by the entire Board of Directors. The board of directors have determined that at
present we do not have an audit committee financial expert. The Board believes
that the members of the Board of Directors are collectively capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. In addition, we have been seeking and
continue to seek an appropriate individual to serve on the Board of Directors
and the Audit Committee who will meet the requirements necessary to be an
independent financial expert.

Code of Ethics

         We have adopted a Code of Ethics and Business Conduct for Officers,
Directors and Employees that applies to all of our officers, directors and
employees.

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more then 10
percent of the Company's Common Stock, to file with the SEC the initial reports
of ownership and reports of changes in ownership of common stock. Officers,
directors and greater than 10 percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

         Specific due dates for such reports have been established by the
Commission and the Company is required to disclose in this Proxy Statement any
failure to file reports by such dates during fiscal 2004. Based solely on its
review of the copies of such reports received by it, or written representations
from certain reporting persons that no Forms 5 were required for such persons,
the Company believes that during the fiscal year ended December 31, 2004, there
was no failure to comply with Section 16(a) filing requirements applicable to
its officers, directors and ten percent stockholders.

                                       13
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and long term
compensation of the Company's Chief Executive Officer. The Company does not have
any officer whose annual salary and bonus exceeds $100,000 as of December 31,
2004:

<TABLE>
<CAPTION>
                                   Long-Term Compensation
                                   -----------------------------

          Annual Compensation        Awards     Payouts
          -------------------        ------     -------
Name and                             Restricted
Principal                              Stock      Other($)
Position(s)        Year   Salary($)   Bonus($)  Compensation  Awards(#shares)
---------------   -----  ----------  ---------  ------------  ---------------
<S>                <C>   <C>         <C>        <C>           <C>
Wayne Hartke(1)     2004      --      --         --            20,000
                    2003      --      --         --            91,000
                    2002      --      --         --            20,000

Brian Sorrentino(2) 2004      --      --         --            20,000
                    2003      --      --         --            91,000
                    2002      --      --         --            20,000
</TABLE>


(1) Mr. Hartke resigned in June 2004.
(2) CEO as of June 2004

         We do not have any long term compensation plans or stock option plans.

Employment Agreements

         We have not entered into employment agreements with any of our officers
or employees.

Family Relationships

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

Executive Employment Agreements

         To date, we have not entered into any employment agreements with our
executive officers.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth information regarding the beneficial
ownership of our common stock as of April 14, 2005. The information in this
table provides the ownership information for:

o        each person known by us to be the beneficial owner of more than 5% of
         our common stock;
o        each of our directors;
o        each of our executive officers; and
o        our executive officers and directors as a group.

         Beneficial ownership has been determined in accordance with the rules
and regulations of the SEC and includes voting or investment power with respect
to the shares. Unless otherwise indicated, the persons named in the table below
have sole voting and investment power with respect to the number of shares
indicated as beneficially owned by them.


                                       14
<PAGE>


<TABLE>
<CAPTION>
                                                                               Common Stock                  Percentage of
         Name of Beneficial Owner                    Title                Beneficially Owned (1)            Common Stock (1)
         ----------------------------------- ----------------------- --------------------------------- ---------------------------
<S>                                          <C>                        <C>                            <C>
         Mrutyunjaya S. Chittavajhula.       CFO                                -0-                             *
         1250 24th Street, NW
         Suite 300

         Washington, D.C. 20037

         Mark  Solomon                       President and Director          94,000                             *
         901  South  Federal  Highway
         Fort  Lauderdale,  Florida
         22216

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

         Brian  Sorrentino                   CEO and Director             4,110,262                         26.75%
         PO  Box  484
         Damascus,  MD  20872

         Dale  Hill                                                       5,097,168                         33.17%
         5056  West  grove  Drive
         Dallas,  Texas  75248

         Cornell Capital Partners, L.P.                                   1,521,143 (2)                     9.99%
         101 Hudson Street, Suite 3700
         Jersey City, NJ  07303

         All Directors and Executive
         Officers as a Group (3)                                          4,244,262                         27.49%
         ----------------------------------- ----------------------- --------------------------------- ---------------------------
</TABLE>

 *       Less than 1%.

(1)      Applicable percentage ownership is based on 15,365,088 shares of common
         stock outstanding as of April 14, 2005, together with securities
         exercisable or convertible into shares of common stock within 60 days
         of April 14, 2005 for each stockholder. Beneficial ownership is
         determined in accordance with the rules of the Securities and Exchange
         Commission and generally includes voting or investment power with
         respect to securities. Shares of common stock that are currently
         exercisable or exercisable within 60 days of April 14, 2005 are deemed
         to be beneficially owned by the person holding such securities for the
         purpose of computing the percentage of ownership of such person, but
         are not treated as outstanding for the purpose of computing the
         percentage ownership of any other person.

(2)      Represents shares issuable upon conversion of a convertible debenture
         in the amount of $200,000 and up to the maximum permitted ownership
         under the Standby Equity Distribution Agreement of 9.9% of our
         outstanding common stock.

         As Cornell Capital coverts its convertible debenture or receives shares
of common stock pursuant to the Standby Equity Distribution Agreement and
resells these shares into the market, the combined percentage ownership of the
officers and directors, which is currently approximately 29% will be reduced,
which will impact their ability to influence the shareholder voting of our
company. In addition, this may result in a change in control of our company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In 1999, we borrowed an aggregate of $105,000 from Brian Sorrentino, an
executive officer, director and shareholder. We executed a promissory note for
the loan amount at an interest rate of 12% per annum. The loan, which was due
March 3, 2000, has not been paid as of the date of this filing. In the fiscal
year ended December 31, 2003, Mr. Sorrentino loaned an additional $4,100 to the
Company. In the fiscal year ended December 31, 2004, Mr. Sorrentino loaned an
additional $248,730 to the Company. As of December 31, 2004, that the aggregate
amount due including interest to Mr. Sorrentino is $401,993.

         The controlling person and founder of our company was James M. Cassidy.
At the time of the exchange of stock with Life2K.com, Inc., we had 5,000,000
shares of our 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 we agreed to pay TPG Capital
Corporation an aggregate of $100,000 for its consulting services of which
$65,000 has been paid. In 2004, as a result of a dispute regarding the services
rendered by TPG Capital Corporation, we instructed our transfer agent to cancel
the 250,000 outstanding shares.


                                       15
<PAGE>

         On November 10, 2003, we entered into a Letter of Intent with Tri State
Metro-Territories, LLC (Tri-State) to acquire substantially all of the assets of
Tri-State. Brian Sorrentino, a major shareholder, director and an executive
officer of our 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 and is a member of Tri-State and a shareholder of our company. Mark
Solomon, who serves as a member of our Board of Directors and is a shareholder
of our company also is a member of Tri-State. Dale Hill, is a shareholder of our
company and is also a member of Tri-State. Tri State is in the business of
selling franchised hair coloring salon units under the name of "HCX the
haircolorxperts". 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 Salons located in Columbia Maryland and Washington, DC. The Company has
loaned Tri-State $178,000 in connection with Tri-State's opening of its
prototype salon in Washington, DC. 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, we entered into privately negotiated exchange agreements to
exchange 355,000 restricted shares of its common stock for 8% of membership
interests of Tri-State. In addition, from September 2004 through February 2005
we entered into two purchase agreements whereby the Company purchased 3% of
membership interests of Tri-State for $115,000. 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.

         Until June 2004, we had a corporate services consulting agreement with
Source Management Services ("Source Management"). Brian Sorrentino, a
significant shareholder and an executive officer and director, is the president
and sole director and shareholder of Source Management. Pursuant to this
agreement we compensated Source Management at the rate of $150 per hour. In
addition, we issued 571,000 shares of common stock to Source Management as a
bonus.

ITEM 13. 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
         (file no. 333-55534) 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

3.4      Restated and Amended Bylaws of the Company.

4.1      Agreement and Plan of Reorganization among Generation Acquisition
         Corporation, Life2K, Inc., and the shareholders of Life2K, Inc. filed
         on Form 8-K (file no. 000-29701) 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 (file no.
         000-29701) 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
         (file no. 333-55534)filed on February 13, 2001 and incorporated herein
         by reference

4.4      Securities Purchase Agreement, dated June 15, 2004, by and among
         Syndication Net.com, Inc. and Cornell Capital Partners, L.P. (1)

4.5.     Secured Convertible Debenture with Cornell Capital Partners, L.P. (1)

4.6      Investor Registration Rights Agreement, dated June 15, 2004, by and
         among Syndication Net.com, Inc. and Cornell Capital Partners, L.P. in
         connection with the Securities Purchase Agreement. (1)

4.7      Escrow Agreement, dated June 15, 2004, by and between Syndication
         Net.com, Inc. and Cornell Capital Partners, L.P. in connection with the
         Securities Purchase Agreement. (1)

4.8      Security Agreement, dated June 15, 2004, entered into between
         Syndication Net.com, Inc. and Cornell Capital Partners, L.P. in
         connection with the Securities Purchase Agreement. (1)



                                       16
<PAGE>

4.9      Standby Equity Distribution Agreement, dated June 15, 2004, between
         Cornell Capital Partners, L.P. and Syndication Net.com, Inc. (1)

4.10     Registration Rights Agreement, dated June 15, 2004, by and between
         Syndication Net.com, Inc. and Cornell Capital Partners, L.P. in
         connection with the Standby Equity Distribution Agreement. (1)

4.11     Escrow Agreement, dated June 15, 2004, by and between Syndication
         Net.com, Inc. and Cornell Capital Partners, L.P. in connection with the
         Standby Equity Distribution Agreement. (1)

4.12     Placement Agent Agreement, dated June 15, 2004, by and among
         Syndication Net.com, Inc., Newbridge Securities Corporation and Cornell
         Capital Partners, L.P. (1)

4.13     Amendment No. 1 to the Standby Equity Distribution Agreement dated
         August 25, 2004 by and between Syndication Net.com, Inc. and Cornell
         Capital Partners, L.P. (1)

4.14     Secured Convertible Debenture with Cornell Capital Partners, L.P. dated
         July 9, 2004(1)

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 (file no.
         333-55534) 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 (file no. 333-55534) 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 (file no. 333-55534) 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
         (file no. 333-55534) and

14.1     Code of Ethics and Business Conduct for Officers, Directors and
         Employees of the Company.(1)

31.1     Certification by the Chief Executive Officer Pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002.

31.2     Certification by the Chief Financial Officer Pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002.

32.1     Certification by the Chief Executive Officer Pursuant to 18 U.S.C.
         Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002.

32.2     Certification by the Chief Financial Officer Pursuant to 18 U.S.C.
         Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002.

____________________________

(1)      Filed as an exhibit to the Form SB-2 Registration Statement file with
         the Securities and Exchange Commission on July 7, 2004.


                                       17
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANTS 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 and for the fiscal year ended 2004 were
$22,000.

AUDIT RELATED FEES

For the fiscal years ended December 31, 2004 and 2003, 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 2004 and 2003 the fees billed for tax compliance
services and tax-planning advice provided were $-0-.

OTHER FEES

For the fiscal years ended 2004 and 2003 there were no other fees billed for
services other than services described above.



                                       18
<PAGE>

                                   SIGNATURES

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

SYNDICATION NET.COM, INC.


Dated: April 15, 2005


By:      /s/Brian Sorrentino
         ----------------------------------
         Brian Sorrentino
         CEO

By:      /s/ Mark Solomon
         ----------------------------------
         Mark Solomon
         President

By:      /s/Mrutyunjaya S. Chittavajhula.
         ----------------------------------
         Mrutyunjaya S. Chittavajhula.
         CFO and Principal Accounting Officer


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


<TABLE>
<CAPTION>
SIGNATURE                                   TITLE                               DATE
---------                                   -----                               ----
<S>                                      <C>                                 <C>

/s/Brian Sorrentino                      CEO and Director                    April 15, 2005
-------------------------------
Brian Sorrentino

/s/Mrutyunjaya S. Chittavajhula.         CFO and Chief Accounting Officer    April 15, 2005
-------------------------------
Mrutyunjaya S. Chittavajhula.

/s/Mark Solomon                          President and Director              April 15, 2005
-------------------------------
Mark Solomon

/s/Howard B. Siegel                      Director                            April 15, 2005
-------------------------------
Howard B. Siegel
</TABLE>




                                       19

<PAGE>

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

                              FINANCIAL STATEMENTS

                                December 31, 2004


                                      F-1
<PAGE>

                                 C O N T E N T S


Report of Independent Registered Public Accounting Firm............ 3

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

Statements of Operations........................................... 6

Statements of Stockholders' Equity (Deficit) ...................... 7

Statements of Cash Flows........................................... 9

Notes to the Financial Statements..................................11


                                      F-2
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of
Syndication Net.com, Inc.
Falls Church, Virginia

We have audited the accompanying balance sheet of Syndication Net.com, Inc. (a
developement stage Company) at December 31, 2004, and the related statements of
operations, stockholders' equity and cash flows for the years ended December 31,
2004 and 2003 and from inception of the development stage on January 1, 2004
through December 31, 2004. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Syndication Net.com, Inc. at
December 31, 2004, and the results of their operations and their cash flows for
the years ended December 31, 2004 and 2003 and from inception of the development
stage on January 1, 2004 through December 31, 2004 in conformity with United
States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has recorded significant losses from
operations, and has no revenues to support operational cash flows, which
together raise 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 financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




HJ & Associates, LLC
Salt Lake City, Utah
April 13, 2005


                                      F-3
<PAGE>

                           SYNDICATION NET. COM, INC.
                          (A Development Stage Company)
                                  Balance Sheet

                                     ASSETS

                                          December 31,
                                              2004
                                         ------------

CURRENT ASSETS

   Cash                                  $     14,041
   Note receivable, Net (Note 12)                  --
                                         ------------

     Total Current Assets                      14,041
                                         ------------

OTHER ASSETS

   Investment, Net (Note 10)                       --
   Deferred acquisition costs (Note 4)          7,000
                                         ------------

     Total Other Assets                         7,000
                                         ------------

     TOTAL ASSETS                        $     21,041
                                         ============


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


                                      F-4
<PAGE>

                           SYNDICATION NET. COM, INC.
                          (A Development Stage Company)
                            Balance Sheet (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                           December 31,
                                                               2004
                                                           ------------
CURRENT LIABILITIES

   Accounts payable                                        $    324,524
   Accounts payable-related party                                 2,000
   Note payable - related party (Note 5)                        361,830
Interest payable - related party (Note 5)                        40,163
   Note payable (Note 8)                                        140,511
   Interest payable                                              37,907
   Convertible debenture (Note 11)                              200,000
   Interest payable - convertible debenture                       6,029
   Accrued directors fees                                        44,000
                                                           ------------

     Total Current Liabilities                                1,156,964
                                                           ------------

COMMITMENTS AND CONTINGENCIES (Note 3)

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock: 20,000,000 shares authorized of
    $0.001 par value, no shares issued and outstanding               --

   Common stock: 100,000,000 shares authorized of $0.001
    par value, 15,365,088 shares issued and
    outstanding                                                   1,536
Additional paid-in capital                                    3,558,379
   Deferred fees                                               (190,000)
   Deficit accumulated prior to the development stage        (2,231,519)
   Deficit accumulated during the development stage          (2,274,319)
                                                           ------------

     Total Stockholders' Equity (Deficit)                    (1,135,923)
                                                           ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                           $     21,041
                                                           ============

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


                                      F-5
<PAGE>

                                            SYNDICATION NET. COM, INC.
                                           (A Development Stage Company)
                                             Statements of Operations

<TABLE>
<CAPTION>
                                                                                  From inception
                                                                                      of the
                                                                                    Development
                                                  For the Twelve Months Ended         stage on
                                                          December 31,             January 1, 2004
                                                --------------------------------       through
                                                     2004              2003       December 31, 2004
                                                --------------    --------------    --------------
<S>                                             <C>               <C>               <C>
CONSULTING REVENUE                              $           --    $        3,420    $           --
                                                --------------    --------------    --------------

OPERATING EXPENSES

   Bad debt expense                                    278,187                --           278,187
   General and administrative                          320,093           215,492           320,093
   Consulting                                        1,281,000         1,007,338         1,281,000
                                                --------------    --------------    --------------

     Total Operating Expenses                        1,879,280         1,222,830         1,879,280
                                                --------------    --------------    --------------

OPERATING LOSS                                      (1,879,280)       (1,219,410)       (1,879,280)
                                                --------------    --------------    --------------

OTHER (EXPENSES)

   Loss on investment value                           (276,431)               --          (276,431)
   Interest income                                          --                --                --
   Interest expense                                   (118,608)           (4,000)         (118,608)
                                                --------------    --------------    --------------

     Total Other (Expenses)                           (395,039)           (4,000)         (395,039)
                                                --------------    --------------    --------------

LOSS BEFORE INCOME TAXES AND DISCONTINUED
   OPERATIONS                                       (2,274,319)       (1,223,410)       (2,274,319)
                                                --------------    --------------    --------------

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

LOSS  BEFORE DISCONTINUED OPERATIONS                (2,274,319)       (1,223,410)       (2,274,319)
                                                --------------    --------------    --------------
   Income from discontinued operations                      --           134,990                --
                                                --------------    --------------    --------------

NET INCOME (LOSS)                               $   (2,274,319)   $   (1,088,420)   $   (2,274,319)
                                                ==============    ==============    ==============

BASIC INCOME AND LOSS PER SHARE

   Loss before discontinued operations          $        (0.17)   $        (0.10)
   Income from discontinued operations                    0.00              0.01
                                                --------------    --------------

     Total Income (Loss) Per Share              $          (0.17) $        (0.09)
                                                ==============    ==============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING       13,391,577        11,556,040
                                                ==============    ==============
</TABLE>

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


                                      F-6
<PAGE>

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

<TABLE>
<CAPTION>

                                                                  Common Stock            Additional
                                                           --------------------------       Paid-In      Deferred       Accumulated
                                                             Shares          Amount         Capital        Fees           Deficit
                                                           -----------    -----------    -----------    -----------    -----------
<S>                                                        <C>            <C>            <C>            <C>            <C>
Balance, December 31, 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      2,021,959       (292,000)    (2,231,519)

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

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

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

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

Common stock issued for assets at $0.65 per share on
  March 17, 2004                                                15,000              2          9,748             --             --

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

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

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

Balance forward                                             14,310,088    $     1,431    $ 3,016,485    $  (556,000)   $(2,231,519)
                                                           -----------    -----------    -----------    -----------    -----------
</TABLE>


                                      F-7
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  Common Stock          Additional
                                                           --------------------------     Paid-In       Deferred      Accumulated
                                                              Shares         Amount       Capital         Fees          Deficit
                                                           ------------   ------------  ------------  ------------   ------------
<S>                                                        <C>            <C>           <C>           <C>            <C>
Balance forward                                              14,310,088   $      1,431  $  3,016,485  $   (556,000)  $ (2,231,519)

Common stock issued for additional interest on default on
   note payable at $0.35 per share  on June 15, 2004             50,000              5        17,495            --             --

Beneficial conversion feature of convertible debentures              --             --        50,000

Common stock issued for services at $0.44 per share on
   December 1, 2004                                             675,000             67       296,932            --             --

Common stock issued for deferred fees at $0.50 per share
   on December 9, 2004                                           80,000              8        39,992       (40,000)            --

Common stock issued for services at $0.55 per share on
   December 27, 2004                                            250,000             25       137,475            --             --

Amortization of deferred fees                                        --             --            --       406,000             --

Net loss for the year ended December 31, 2004
                                                                     --             --            --            --     (2,274,319)
                                                           ------------   ------------  ------------  ------------   ------------

Balance, December 30, 2004                                   15,365,088   $      1,536  $  3,558,379  $   (190,000)  $ (4,505,838)
                                                           ============   ============  ============  ============   ============
Deficit accumulated prior to development stage                                                                       $ (2,231,519)
Deficit accumulated during the development stage                                                                       (2,274,319)
                                                                                                                     ------------
Accumulated deficit                                                                                                  $ (4,505,838)
                                                                                                                     ============
</TABLE>


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


                                      F-8
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                     From Inception
                                                                                        of the
                                                                                      Development
                                                        For the Twelve Months Ended     Stage on
                                                                December 31,         January 1, 2004
                                                        ---------------------------     through
                                                            2004           2003      December 31, 2004
                                                        ------------   ------------   ------------
<S>                                                     <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net Loss                                             $ (2,274,319)  $ (1,088,420)  $ (2,274,319)
   Adjustments to reconcile net loss to net cash
    provided (used) in operating activities:
     Common stock issued for services                      1,182,750      1,161,338      1,182,750
     Amortization of deferred fees                           406,000             --        406,000
     Bad debt expense                                        278,187        (94,159)       278,187
     Loss on investment value                                276,431             --        276,431
   Changes in operating assets and liabilities:
     (Increase) in interest payable - related party            7,198             --          7,198
     Increase in accounts payable - related party              1,000        (22,146)          1000
     Increase (decrease) in accounts payable                  18,516             --         18,516
     Increase in accrued expenses                             38,641         17,294         38,641
     Increase in accrued expenses - related party             32,000        (15,024)        32,000
                                                        ------------   ------------   ------------

       Net Cash Provided (Used) in Operating
         Activities                                          (33,596)       (41,117)       (33,596)
                                                        ------------   ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Increase in notes receivable - related                   (278,187)            --       (278,187)
   Increase in investments - related                        (276,431)            --       (276,431)
   Increase in deferred acquisition costs                     (7,000)            --         (7,000)
                                                        ------------   ------------   ------------

       Net Cash Used in Investing Activities                (561,618)            --       (561,168)
                                                        ------------   ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES


     Stock issued for cash                                    50,000          7,000         50,000
     Increase in notes payable                               207,500         40,000        207,500
     Payments on notes payable                               (96,989)       (10,000)       (96,989)
     Increase in notes payable - related party               272,990          4,100        272,990
     Payments on notes payable - related party               (24,260)            --        (24,260)
     Increase in convertible debenture                       200,000             --        200,000
                                                        ------------   ------------   ------------

       Net Cash Provided by Financing Activities             609,241         41,100        609,241
                                                        ------------   ------------   ------------

NET INCREASE (DECREASE) IN CASH                               14,027            (17)        14,027

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

CASH, END OF PERIOD                                     $     14,041   $         14   $     14,041
                                                        ============   ============   ============
</TABLE>

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


                                      F-9
<PAGE>

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

<TABLE>
<CAPTION>
                                                                      From Inception of
                                                                      the development
                                            For the 12 Months Ended   stage on January 1,
                                                   December 31,         2004 through
                                           --------------------------   December 31,
                                               2004          2003          2004
                                           ------------  ------------  ------------
<S>                                        <C>           <C>           <C>
SUPPLEMENTAL CASH FLOW INFORMATION

Cash Payments For:

   Income taxes                            $         --  $         --  $         --
   Interest                                $     11,370  $         --  $     11,370

Non-Cash Financing Activities

   Common stock issued for deferred fees   $    304,000  $    728,000  $    304,000
   Common stock issued for services        $  1,182,750  $    185,550  $  1,182,750
   Common stock issued to convert debt to
     related parties                       $         --  $    545,788  $         --
</TABLE>


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


                                      F-10
<PAGE>

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

NOTE 1 -      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a.  Organization

              The financial statements presented are those of Syndication
              Net.com, Inc. (formerly Life2K.com, Inc.) (Syndication).
              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.


                                      F-11
<PAGE>

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


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

              b.  Accounting Method

              The Company's 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 a related
              company in the form of a note receivable. The note carries a
              balance of $292,838, which includes interest receivable on the
              note. The balance of the note has been fully allowed for as of
              December 31, 2004

              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 financial statements as follows:

<TABLE>
<CAPTION>
                                                         For the Years Ended
                                                              December 31,
                                                    -------------------------------
                                                         2004             2003
                                                    --------------   --------------
<S>                                                 <C>              <C>
                Loss from operations                $        (0.17)  $        (0.10)
               Income from discontinued operations            0.00             0.01
                                                    --------------   --------------

                    Total Income (Loss) Per Share   $        (0.17)  $        (0.09)
                                                    ==============   ==============

              Weighted Average Number of Shares
                Outstanding                             13,391,577       11,556,040
                                                    ==============   ==============
</TABLE>



                                      F-12
<PAGE>

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

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

              f.  Recent Accounting Pronouncements

              During the year ended December 31, 2004, the Company adopted the
              following accounting pronouncements:

              On December 16, 2004 the FASB issued SFAS No. 123(R), Share-Based
              Payment, which is an amendment to SFAS No. 123, Accounting for
              Stock-Based Compensation. This new standard eliminates the ability
              to account for share-based compensation transactions using
              Accounting Principles Board ("APB") Opinion No. 25, Accounting for
              Stock Issued to Employees, and generally requires such
              transactions to be accounted for using a fair-value-based method
              and the resulting cost recognized in our financial statements.
              This new standard is effective for awards that are granted,
              modified or settled in cash in interim and annual periods
              beginning after June 15, 2005. In addition, this new standard will
              apply to unvested options granted prior to the effective date. We
              will adopt this new standard effective for the fourth fiscal
              quarter of 2005, and have not yet determined what impact this
              standard will have on our financial position or results of
              operations.

              In November 2004, the FASB issued SFAS No. 151, Inventory Costs -
              an amendment of ARB No. 43, Chapter 4. This Statement amends the
              guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
              the accounting for abnormal amounts of idle facility expense,
              freight, handling costs, and wasted material (spoilage). Paragraph
              5 of ARB 43, Chapter 4, previously stated that ". . . under some
              circumstances, items such as idle facility expense, excessive
              spoilage, double freight, and rehandling costs may be so abnormal
              as to require treatment as current period charges. . . ." This
              Statement requires that those items be recognized as
              current-period charges regardless of whether they meet the
              criterion of "so abnormal." In addition, this Statement requires
              that allocation of fixed production overheads to the costs of
              conversion be based on the normal capacity of the production
              facilities. This statement is effective for inventory costs
              incurred during fiscal years beginning after June 15, 2005.
              Management does not believe the adoption of this Statement will
              have any immediate material impact on the Company.

              In December 2004, the FASB issued SFAS No. 152, Accounting for
              Real Estate Time-sharing Transactions, which amends FASB statement
              No. 66, Accounting for Sales of Real Estate, to reference the
              financial accounting and reporting guidance for real estate
              time-sharing transactions that is provided in AICPA Statement of
              Position (SOP) 04-2, Accounting for Real Estate Time-Sharing
              Transactions. This statement also amends FASB Statement No. 67,
              Accounting for Costs and Initial Rental Operations of Real Estate
              Projects, to state that the guidance for (a) incidental operations
              and (b) costs incurred to sell real estate projects does not apply
              to real estate time-sharing transactions. The accounting for those
              operations and costs is subject to the guidance in SOP 04-2. This
              Statement is effective for financial statements for fiscal years
              beginning after June 15, 2005. Management believes the adoption of
              this Statement will have no impact on the financial statements of
              the Company.


                                      F-13
<PAGE>

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

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

              In December 2004, the FASB issued SFAS No.153, Exchange of
              Nonmonetary Assets. This Statement addresses the measurement of
              exchanges of nonmonetary assets. The guidance in APB Opinion No.
              29, Accounting for Nonmonetary Transactions, is based on the
              principle that exchanges of nonmonetary assets should be measured
              based on the fair value of the assets exchanged. The guidance in
              that Opinion, however, included certain exceptions to that
              principle. This Statement amends Opinion 29 to eliminate the
              exception for nonmonetary exchanges of similar productive assets
              and replaces it with a general exception for exchanges of
              nonmonetary assets that do not have commercial substance. A
              nonmonetrary exchange has commercial substance if the future cash
              flows of the entity are expected to change significantly as a
              result of the exchange. This Statement is effective for financial
              statements for fiscal years beginning after June 15, 2005. Earlier
              application is permitted for nonmonetary asset exchanges incurred
              during fiscal years beginning after the date of this statement is
              issued. Management believes the adoption of this Statement will
              have no impact on the financial statements of the Company.

              The implementation of the provisions of these pronouncements are
              not expected to have a significant effect on the Company's
              financial statement presentation.


              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. As of December 31, 2004 & December
              31, 2003, all equipment has been fully depreciated.

              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 than 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.


                                      F-14
<PAGE>

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

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

              Net deferred tax assets consist of the following components as of
December 31, 2004 and 2003:

                                             2004           2003
                                         ------------   ------------

              Deferred tax assets
                  NOL Carryover          $    581,990   $    405,300
                  Accrued expenses             15,665         12,900

              Deferred tax liabilities:            --             --

              Valuation allowance            (597,655)      (418,200)
                                         ------------   ------------

              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, 2004 and 2003 due to the following:

                                                       2004           2003
                                                  ------------   ------------

              Book income                         $   (886,984)  $   (424,485)
              Stock for services/options expense       479,620        452,920
              Bad debt                                 114,204             --
              Loss on writedown                        107,810             --
              Discount debentures                        5,850             --
              Other                                         45             --
              Valuation allowance                      179,455        (28,435)
                                                  ------------   ------------

                                                  $         --   $         --
                                                  ============   ============

              At December 31, 2004, the Company had net operating loss
              carryforwards of approximately $1,400,000 that may be offset
              against future taxable income from the year 2004 through 2024. No
              tax benefit has been reported in the December 31, 2004 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.


                                      F-15
<PAGE>

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


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

              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, 2004 and 2003 was $2,527 and $ 0,
              respectively.

              l.  Revenue Recognition Policy

              The Company currently has no source of revenues. Revenue
              recognition policies will be determined when principal operations
              begin again.

NOTE 2 -      PROPERTY AND EQUIPMENT

              Property and equipment consists of the following at December 31,
              2004:

              Office equipment            $        4,550
              Accumulated depreciation            (4,550)
                                          --------------

              Net property and equipment  $           --
                                          ==============

              Depreciation expense for the years ended December 31, 2004 and
              2003 was $0 and $0, 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


                                      F-16
<PAGE>

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

NOTE 3 -      COMMITMENTS AND CONTINGENCIES (Continued)

              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 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.


                                      F-17
<PAGE>

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

NOTE 3 -      COMMITMENTS AND CONTINGENCIES (Continued)

              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-judgment and
              post-judgment interest, and any other relief to which Pope may be
              entitled. Summary judgment has been entered in favor of the
              Company and other defendants. Pope has made clear intentions to
              appeal.

              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. A major shareholder
              of the Company is also a 10% shareholder and managing member in
              Tri State.

              On September 14, 2004, the shareholders of the Company entered
              into a letter of intent with New Age Systems, Inc. (New Age). In
              connection therewith, the CompanyI has agreed to provide New Age
              with $1,800,000 in funding (the funding) for its operations to be
              received pursuant to the Standby Equity Distribution Agreement
              (SEDA) that SYCI entered with Cornell Capital Partners, LP. Under
              the terms of the proposed agreement, the Company will acquire 100%
              of New Age's outstanding securities in consideration of the
              following:

              o       Cash payment in the amount of $650,000 of which $150,000
                      shall be paid within five business days of the initial
                      advance under the SEDA after the closing date. The
                      remaining $500,000 shall be paid from all subsequent
                      advances under the SEDA until the full $650,000 has been
                      paid;

              o       The issuance by the Company of 3,591,522 shares of common
                      stock to the stockholders of New Age;

              o       Upon completion of the Funding, the Company shall issue
                      shares of common stock to the stockholders of New Age
                      equal to .15 multiplied by the difference of 7,200,000
                      share of common stock less the amount of shares issued by
                      the Company in connections with the funding; and

o                     The issuance by the Company of 718,304 shares of its
                      common stock to the stockholders. This issuance is
                      conditional upon New Age contributing an aggregate of
                      $1,800,000 in net income to the Company within four years
                      from the closing date.

              The closing of this purchase is subject to the entering of a final
              definitive agreement and the performance of customary due
              diligence.


                                      F-18
<PAGE>

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

NOTE 4 -      PREFERRED STOCK

              The shareholders of the Company have authorized 20,000,000 shares
              of preferred stock with a par value of $0.001. The terms of the
              preferred stock are to be determined when issued by the board of
              directors of the Company.

NOTE 5 -      NOTES PAYABLE - RELATED PARTY

              Notes payable to related parties consisted of the following at
              December 31, 2004:

<TABLE>
<CAPTION>
              <S>                                                            <C>
              Note payable to a related party, due on demand, plus interest
               at 10% per annum, unsecured                                   $ 361,830

              Less: Current Portion                                           (361,830)
                                                                             ---------

              Long-Term Notes Payable to Related Parties                     $      --
                                                                             =========
</TABLE>

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

                           Year Ended
                            December 31,         Amount
                            ------------         ------

                                2005           $361,830
                                2006                 --
                                2007                 --
                                2008                 --
                         2009 and thereafter         --
                                               --------

                               Total           $361,830
                                               ========


              Interest expense for the year ended December 31, 2004 and 2003 was
              $6,522 and $13,125, respectively. The total interest payable on
              this note is $40,163.

NOTE 6 -      GOING CONCERN

              The Company's 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 $4,505,838 at December 31, 2004 which
              raises substantial doubt about the Company's ability to continue
              as a going concern.


                                      F-19
<PAGE>

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

NOTE 6 -      GOING CONCERN (Continued)

              The accompanying 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

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

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

              During the year ended December 31, 2004, the Company issued
              355,000 shares of common stock and paid out $52,500 in exchange
              for 575 class "A" common shares and 1,500 common shares in
              Tri-State Metro Territories, LLC, Inc. (TSMT) and notes receivable
              with principal balances of $95,000 plus accrued interest.

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

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

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

              On December 1, 2004 the Company issued 675,000 shares of common
              stock for services valued at $0.44 per share.

              On December 9, 2004 the Company issued 80,000 shares of common
              stock for deferred fees at $0.50 per share.

              On December 27, 2004 the Company issued 250,000 shares of common
              stock for services at $0.55 per share.


                                      F-20
<PAGE>

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

NOTE 8 -      NOTE PAYABLE

              At December 31, 2004, the Company had five notes payable totaling
              $140,511. These notes are unsecured and due on demand. Interest
              accrues at 10% per annum. Interest expense for the years ended
              December 31, 2004 & 2003 was $37,907 and $5,295 respectively.

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.

                                                     For the Year
                                                        Ended
                                                      December 31,
                                                          2003
                                                      ------------

              WOOD TREATMENT REVENUE                  $5,806,366

              COST OF SALES                            5,765,535
                                                      ----------

                 Gross Margin                             40,831
                                                      ----------

              EXPENSES

                 General and administrative expense
                                                      ----------

                      Total Expenses
                                                      ----------

              Income From Operations                      40,831
                                                      ----------

              OTHER INCOME (EXPENSE)

                 Gain on release of debt                  94,159
                                                      ----------

                      Total Other Income (Expense)        94,159
                                                      ----------

              NET INCOME FROM DISCONTINUED
               OPERATIONS                             $  134,990
                                                      ==========


                                      F-21
<PAGE>

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

NOTE 10 -     INVESTMENT

              During the twelve months ended December 31, 2004, the Company
              purchased 575 Class "A" common stock and 1,500 common shares in
              Tristate Metro Territories, LLC (TSMT). The valuation of this
              investment was $276,431. This investment is valued at the lower of
              cost or market and represents 9% of TSMT. A major shareholder of
              the Company is also the managing member of TSMT. As of December
              31, 2004 the Company has been unable to establish a market value
              for its investment, and thus has written its value to zero and
              recognized a loss of $276,431.

NOTE 11 - CONVERTIBLE DEBENTURES

              As of June 1, 2004, the Company issued a Secured Convertible
              Debenture to an unrelated party in the principal amount of
              $200,000, after which, the registration statement associated with
              the debenture was filed with the SEC. The convertible debenture
              accrues interest at the rate of 5% per year and is convertible at
              the holder's option. At the option of the Company, the entire
              principal amount and all accrued interest can be either: (i) paid
              three years after the convertible debenture was issued, or (ii)
              converted into shares of the Company's common stock at a price per
              share that is equal to the lesser of: (i) $0.42 or (ii) an amount
              equal to 80% of the average of the lowest daily volume weighted
              average price of the common stock for the five trading days
              immediately preceding the conversion date. The debenture has a
              term of three years and is secured by all of the company's assets.
              As of December 31, 2004, the debenture had not been converted.
              There was not a beneficial conversion expense associated with this
              debenture.

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

NOTE 12 -     NOTE RECEIVABLE - RELATED PARTY

              During the year end December 31, 2004, the Company loaned $278,187
              to a related company. The note is unsecured and due on demand. The
              Company now believes that recovering the amount of the note is
              unlikely and has allowed for the note in full. The Company has
              recognized bad debt of $278,187.


                                      F-22