**Securities
      and Exchange Commission**


**Washington,
      D.C. 20549**





**Form
      10-KSB/A**




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




**For
      the fiscal year ended December 31, 2007**




OR




o
            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,
      INC.**


(Name
      of
      small business issuer as specified in its charter)





**Delaware**
            
            **52-2218873**(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)




**1250
      24**  **th**  **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 o




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. o





Issuer
      had revenues of $0 for the year ended December 31, 2007. As of April
      7 th ,
      2008,
      680,608,196 shares of Common Stock were outstanding of which we estimate
      564,443,860 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 7, 2008 is $225,777 (based upon the
      closing bid price on such date on the OTCBB of $0.0004 per
      share).




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





Transitional
      Small Business Disclosure Format (check one):





Yes o No x







**TABLE
      OF CONTENTS**




**Page****PART
                I**
            
            
            **3**ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            
            3ITEM
                2.
            DESCRIPTION
                OF PROPERTIES
            
            7ITEM
                3.
            LEGAL
                PROCEEDINGS
            
            7ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            7**PART
                II**
            
            
            **8**ITEM
                5.
            MARKET
                FOR REGISTRANT’S COMMON EQUITY AND RELATEDSTOCKHOLDER
                MATTERS
            
            8ITEM
                6.
            MANAGEMENT'S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND
                RESULTS OF OPERATIONS
            
            9ITEM
                7.
            CONSOLIDATED
                FINANCIAL STATEMENTS
            
            12ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING
                AND FINANCIAL DISCLOSURE
            
            13ITEM
                8A
            CONTROLS
                AND PROCEDURES
            
            13ITEM
                8A(T)
            CONTROLS
                AND PROCEDURES
            
            14ITEM
                8B
            OTHER
                INFORMATION
            
            14**PART
                III**
            
            
            **14**ITEM
                9.
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;COMPLIANCE
                WITH SECTION 16(A) OF THE EXCHANGE ACT
            
            15ITEM
                10.
            EXECUTIVE
                COMPENSATION
            
            17ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            
            18ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS
            
            18**PART
                IV**
            
            
            **19**ITEM
                13.
            EXHIBITS
            
            19ITEM
                14.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            
            22





2




This
        Amendment No. I on Form 10-KSB/A (this "Amendment") amends the Annual Report
        of
        Syndication Inc. (the "Company") on Form 10-KSB for the year ended December
        31,
        2007, as filed with the Securities and change Commission on April 15, 2008
        (the
        "Original Filing"). This Amendment is being filed for the purpose of clarifying
        the description of the convertible debentures contained within Note 8 of
        the
        accompanying financial statements as requested by our former auditors in
        conjunction with their review and consent to include prior year's financial
        statements in the body of our current year reporting.
  We
        have
        not updated the information contained herein for events occurring subsequent
        to
        April 15, 2008, the filing date of the Original Filing.


**ITEM
      1.**  **DESCRIPTION
      OF BUSINESS**




**Organizational
      History**





We
      are a
      Delaware corporation formed in 1999. 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
      in our company, then known as Life2K.com, Inc., 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. In 2006, the Company changed its name to Syndication,
      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 businesses, 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





·
            an
                evaluation of industry of a target company to determine the competition
                that exists in that particular industry;·
            an
                evaluation to determine if the target company has the products, services
                and skills to successfully compete in its industry;·
            an
                evaluation of the target company's management skills;
                and·
            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 or in which we invest. We may acquire
      companies to be held as wholly owned subsidiaries of our company.




3




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.




**HTRG Associates
      LLC/ Name Changed: 1st Quarter 2006 to "Syndicated Properties
      LLC"**





In
      September 2005, we launched HTRG Associates LLC and changed the name to
      Syndicated Properties LLC in the first quarter of 2006. Syndicated
      Properties LLC (f/k/a SP & Associates LLC) ("SP") is a wholly owned
      subsidiary that will specialize in the real estate appraisal business. We
      originally brought on Thomas Gibbs as the President of SP to run the daily
      operations of the organization. In the 1 st quarter
      of 2006 the company decided to discontinue its efforts in the real estate
      appraisal industry and focus on real estate development. As a result of the
      shift in business strategy the services of Mr. Gibbs were no longer essential
      to
      the operations of the company and a long term service contract was never
      executed. Mr. Gibbs is currently not affiliated with the company in any capacity
      but, the company may use his services when a real estate development projects
      ensue.





**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 greater the 10% shareholder, director and an
      executive officer of our company, is a 10% shareholder in Tri State. Mark
      Solomon, who serves as President and 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 operating hair coloring salon units under the name of "HCX
      the
      haircolorxperts. The assets being negotiated by us include the interest in
      the
      prototype HCX Salons located in Columbia Maryland and Washington, DC. On March
      18, 2004, we entered into privately negotiated exchange agreements to exchange
      355,000 restricted shares of its common stock for 8% of membership interests
      of
      Tri-State. In addition, from September 2004 through February 2005, we entered
      into two purchase agreements whereby the Company purchased 3% of membership
      interests of Tri-State for $115,000. During the twelve months ended December
      31,
      2006, the Company purchased 454 Class “A” Preferred stock in
      Tristate.





Since
      2005, the parties have not been able to close the share exchange and two
      purchase agreements, and the parties have terminated substantial negotiations
      related to these transactions. The Company currently has no expectation that
      the
      transactions can be closed on satisfactory terms.




4




**Sy-Med
      Decompression, Inc.**




In
      June
      of 2007, we organized Sy-Med Decompression, Inc. under Maryland law as a wholly
      owned subsidiary of the Company (“Sy-Med”). Sy-Med generated $5,000 in revenues
      in fiscal 2007. On February 1, 2008 Sy-Med executed a 5 year lease and opened
      for business under the name of Spinal Decompression and Disc Centers of America.
      We opened our first center at 8945 N. Westland Drive, #100; Gaithersburg MD,
      20877, where we leased a 1,150 square-foot office space for a term of 5 years
      at
      an annual rent of $27,100.00, which equates to a monthly rental rate of
      $2,260.00.





Spinal
      Decompression and Disc Centers of America is engaged in the business of
      providing a non-surgical treatment option for patients with back pain due to
      lumbar disc herniation, degenerative disc disease, sciatica, facet syndrome
      and
      spinal stenosis. Since February 2008, our Gaithersburg center has begun to
      generate significant revenues which to date have averaged approximately $10,000
      per month.




**The
      Market**





We
      believe that the effective achievement of the Company’s 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.





**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. Syndication
      believes we can further assist them in the following areas:





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





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





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





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





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




5


We
      believe 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:





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





·
            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;





·
            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





·
            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.





**Employees**





Other
      than our officers, as of April 7, 2008, we had no employees. 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.




6


**ITEM
      2.**  **DESCRIPTION
      OF PROPERTIES**




We
      are
      headquartered in 1250 24 th 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 301-560-6318.





**ITEM
      3.**  **LEGAL
      PROCEEDINGS**




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







**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, 2007.




7





**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 SYDI. 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.





Fiscal
                2008
            
            Fiscal
                2007
            
            Fiscal
                2006COMMON
                STOCK
            
            High
            
            Low
            
            High
            
            Low
            
            High
            
            LowFirst
                Quarter
            
            $
            0.0029
            
            $
            0.0004
            
            $
            0.0010
            
            $
            0.0007
            
            $
            0.017
            
            $
            0.006Second
                Quarter
            
            
            --
            
            
            --
            
            $
            0.0015
            
            $
            0.0005
            
            $
            0.02
            
            $
            0.007Third
                Quarter
            
            
            --
            
            
            --
            
            $
            0.0010
            
            $
            0.0005
            
            $
            0.009
            
            $
            0.002Fourth
                Quarter
            
            
            --
            
            
            --
            
            $
            0.0011
            
            $
            0.0003
            
            $
            0.005
            
            $
            0.001





As
      of
      April 7, 2008, 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, 2007, 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
      October 12, 2006, the Company issued 3,250,000 shares of common stock to
      Knowledge Market Inc. for services provided. Knowledge Market Inc. is a think
      tank and consulting organization that specializes in sourcing analyzing and
      commercializing intellectual properties and technologies. The company engaged
      Knowledge Market Inc. to research and identify potential target properties
      for
      their ultimate purchase by the company. Although, a number of opportunities
      have
      been presented to the company, it has not entered into any binding relationships
      with those candidates. The shares were issued as non-assessable, fully paid
      for,
      and with no registration rights.




8




On
      November 14 th , 2006
      the Company executed a service agreement with Vintage Fillings LLC. whereby
      Vintage will provide all “EDGARIZING” services required by the company for a
      period of 1 year, ( November 14 th ’2006
      through November 14 th , 2007).
      The Company issued 10 million shares of common stock and 10 million 0003
      Warrants as restitution for said services. The shares were issued on March
      10 th 2007,
      were non-assessable, fully paid for and bore no registration
      rights.





On
      or
      about November 30, 2007, we issued a total of 43,859,648 shares to two
      investors, Barclay Lyons, LLC (21,929,824 shares) and Omnia, LLC (21,929,824
      shares) as a result of a conversion of debt held by said investors. Such
      conversion was executed in compliance with the Rule 144 safe harbor, based
      on
      the fact that the debt securities were convertible by virtue of the Planning
      Research Corp. SEC no-action letter, and such debt securities had been
      outstanding for more than two (2) years.





On
      or
      about December 13, 2007, we issued a total of 75,000,000 shares to two
      investors, Barclay Lyons, LLC (37,500,000 shares) and Omnia, LLC (37,500,000
      shares) as a result of a conversion of debt held by said investors. Such
      conversion was executed in compliance with the Rule 144 safe harbor, based
      on
      the fact that the debt securities were convertible by virtue of the Planning
      Research Corp. SEC no-action letter, and that such debt securities had been
      outstanding for more than two (2) years.





On
      or
      about December 24, 2007, we issued a total of 75,000,000 shares to two
      investors, Barclay Lyons, LLC (37,500,000 shares) and Omnia, LLC (37,500,000
      shares) as a result of a conversion of debt held by said investors. Such
      conversion was executed in compliance with the Rule 144 safe harbor, based
      on
      the fact that the debt securities were convertible by virtue of the Planning
      Research Corp. SEC no-action letter, and such debt securities had been
      outstanding for more than two (2) years.





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.




**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.


9




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





In
      September 2005, we launched HTRG and Associates. In March of 2006 we changed
      the
      name of the subsidiary to Syndicated Properties LLC. Syndicated Properties
      LLC (f/k/a SP & Associates LLC) ("SP") is a wholly owned subsidiary that
      will specialize in the real estate appraisal business. We originally brought
      on
      Thomas Gibbs as the President of SP to run the daily operations of the
      organization. In the 1 st quarter
      of 2006, the Company decided to discontinue its efforts in the real estate
      appraisal industry and focus on real estate development. As a result of the
      shift in business strategy, the services of Mr. Gibbs were no longer essential
      to the operations of the company and a long term service contract was never
      executed. Mr. Gibbs is currently not affiliated with the Company in any capacity
      but, the Company may use his services when a real estate development projects
      ensue.




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 greater then 10% shareholder, director and an
      executive officer of our company, is a 10% shareholder in Tri State. Mark
      Solomon, who serves as President and 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 operating hair coloring salon units under the name of "HCX
      the
      haircolorxperts. The assets being negotiated by us include the interest in
      the
      prototype HCX Salons located in Columbia Maryland and Washington, DC. On March
      18, 2004, we entered into privately negotiated exchange agreements to exchange
      355,000 restricted shares of its common stock for 8% of membership interests
      of
      Tri-State. In addition, from September 2004 through February 2005, we entered
      into two purchase agreements whereby the Company purchased 3% of membership
      interests of Tri-State for $115,000. During the twelve months ended December
      31,
      2006, the Company purchased 454 Class “A” Preferred stock in
      Tristate.





Fiscal
      Year Ended December 31, 2007 Compared to Fiscal Year Ended December 31,
      2006




For
      the
      fiscal years ended December 31, 2007 and 2006 we did not generate revenue.
      For the entire period from the inception of our development stage through
      December 31, 2007, we did not generate revenue.




10





The
      total
      operating expenses for the period ended December 31, 2007 decreased by $64,219
      to $444,886 for the year ended December 31, 2007, compared to $509,105 for
      the
      year ended December 31, 2006. Our operating expenses consist primarily of
      selling, general and administrative expenses. The reason for the decrease
      primarily related to a decrease in selling, general and administrative expense,
      as well as an increase in depreciation expense.




The
      net
      loss for the year ended December 31, 2007 was  $1,445,227 compared to net
      loss of $1,398,491 for the year ended December 31, 2006. The primary reason
      for
      the increase in the loss was due to an increase in the loss on the change in
      fair value of our debt derivative liability to Cornell Capital.





**Liquidity
      and Capital Resources**




Total
      current liabilities at December 31, 2007 were $1,483,778.




We
      have
      historically incurred losses, and our total net loss from the inception of
      our
      development stage on January 1, 2004 through December 31, 2007 is $7,452,445.
      For the year ended December 31, 2007, we had a net loss from operations of
      $444,886, compared to a net loss from operation of $509,105 for the year ended
      December 31, 2006.




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




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




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




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




Whether
      we will be able to effectively evaluate the overall quality and industry
      expertise of potential acquisition candidates; whether we will have the funds
      to
      provide seed capital and mezzanine financing to brick-and-mortar, e-commerce
      and
      Internet-related companies; and whether we can develop and implement business
      models that will enable growth companies to develop.




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




11




We
      intend
      for our management team to identify companies that are positioned to succeed
      and
      to assist those companies with financial, managerial and technical support.
      Over
      the next 12 months, we intend to increase revenue and gross profit margin by
      focusing and expanding its consulting services and seeking acquisition
      candidates. It is management's belief that potential acquisition targets can
      be
      better identified and assessed for risk if we first become involved with these
      candidates on a consulting capacity. Our strategy is to integrate affiliated
      companies into a network and to actively develop the business strategies,
      operations and management teams of the affiliated entities.




We
      do not
      foresee any significant changes in the number of our employees over the next
      twelve months except in the event we finalize an acquisition. We have not paid
      dividends on our common stock, and intend to reinvest our earnings to support
      our working capital and expansion requirements. We intend to continue to utilize
      our earnings in the development and expansion of the business and do not expect
      to pay cash dividends in the foreseeable future. It is the belief of management
      that as we move toward an active trading status the ability to raise capital
      by
      stock issuance to effect our business plan is enhanced.




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


Our
        registered independent certified public accountants have stated in their
        report
        dated April 12, 2008, that we have incurred significant operating losses
        and
        have no significant revenues to support operational cash flows. We are dependent
        upon management's ability to develop profitable operations. These factors
        among
        others may raise substantial doubt about our ability to continue as a going
        concern.




**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.




Inflation




It
      is the opinion of management that inflation has
      not had a material effect on operations.





**ITEM
      7.**  **FINANCIAL
      STATEMENTS.**




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




12




**SYNDICATION,
      INC. AND SUBSIDIARY**(Formerly Syndication Net.com,
      Inc.)


(A
      Development Stage Company)





**CONSOLIDATED
      FINANCIAL STATEMENTS**





**December
      31, 2007**




**CONTENTS**





Reports
                of Independent Registered Public Accounting Firm
            
            F-2Consolidated
                Balance Sheets
            
            F-3Consolidated
                Statements of Losses
            
            F-5Consolidated
                Statements of Stockholders’ Deficit
            
            F-6Consolidated
                Statements of Cash Flows
            
            F-10Notes
                to the Consolidated Financial Statements
            
            F-12




F-1


**REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
  To
        the
        Stockholders of
 Syndication,
        Inc. & Subsidiary
 (A
        Development Stage Company)
 Washington
        DC
  We
        have
        audited the accompanying consolidated balance sheet of Syndication, Inc.
        and
        subsidiary (a development stage company) (the "Company") as of
        December 31, 2007, and the related consolidated statements of losses,
        stockholders’ equity (deficit) and cash flows for the year ended December 31, 2007.
        These consolidated financial statements are the responsibility of the
        Company’s management. Our responsibility is to express an opinion on these
        consolidated financial statements based on our audit. The financial statements
        of the Company as of December 31, 2006 and for the year ended December
        31, 2006 and for the period January 1, 2004 (date of inception of development
        stage) through December 31, 2006 are audited by other auditors
        whose report dated April 16, 2007 on those statements included an explanatory
        paragraph that described substantial doubt about the Company's
        ability to continue as a going concern due to operating loss and lack of
        revenue
        discussed in Note 13 to the consolidated financial statements.
  We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require
        that we plan and perform the audit to obtain reasonable assurance about whether
        the consolidated 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 consolidated financial
        statement presentation. We believe that our audit provides a reasonable basis
        for our opinion.
  In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the consolidated financial position of Syndication,
        Inc. and Subsidiary (a development stage company) as of December 31, 2007,
        and
        the results of their operations and their cash flows for the
        year
        ended December 31, 2007 in conformity with U.S. generally accepted accounting
        principles. We express no opinion on the cumulative period from January 1,
        2006
        (date of inception of development stage) through December 31, 2006.
  The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note
        13
        to the consolidated 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 13. The consolidated financial statements do not
        include any adjustments that might result from the outcome of this uncertainty.
   /s/
                  RBSM LLP
                RBSM
                  LLPNew
                  York, New York
                April
                  12, 2008


F-2


REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To
          the
          Stockholders of
 Syndication,
          Inc. & Subsidiary
 (A
          Development Stage Company)
 Washington
          DC
 
 We
          have
          audited the accompanying consolidated balance sheet of Syndication, Inc.
          and
          Subsidiary (a development stage company) as of December 31, 2006 and the
          related
          consolidated statements of operations, stockholders’ equity (deficit), and cash
          flows for the year ended December 31, 2006 and from inception of the development
          stage on January 1, 2004 through December 31, 2006. These consolidated
          financial
          statements are the responsibility of the Company's management. Our
          responsibility is to express an opinion on these consolidated financial
          statements based on our audits.
 
 We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          consolidated 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 consolidated financial statement presentation.
          We
          believe that our audits provide a reasonable basis for our opinion.
 
 In
          our
          opinion, the consolidated financial statements referred to above present
          fairly,
          in all material respects, the consolidated financial positions of Syndication,
          Inc. and Subsidiary (a development stage company) as of December 31, 2006
          and
          the results of their operations and their cash flows for the year ended
          December
          31, 2006 and from inception of the development stage on January 1, 2004
          through
          December 31, 2006 in conformity with U.S. generally accepted accounting
          principles.
 
 The
          accompanying consolidated financial statements have been prepared assuming
          that
          the Company will continue as a going concern. As discussed in Note
          6 to the
          consolidated financial statements, the Com pany
          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 consolidated financial statements do not include any adjustments that might result from the outcome
          of
          this uncertainty.
  /s/
            HJ
& Associates, LLC
 HJ
&
          Associates, LLC
 Salt
          Lake
          City, UT
 April
          16,
          2007





**SYNDICATION,
                INC.****(A
                development stage company)****(Formerly
                SYNDICATION.NET.COM, INC.)****CONSOLIDATED
                BALANCE SHEETS**




December
                31,2007
            
            
            2006ASSETSCurrent
                assets:Cash
                and cash equivalents
            
            $
            195,914
            
            $
            205,561Prepaid
                expenses
            
            
            430
            
            
            -Total
                current assets
            
            
            196,344
            
            
            205,561Property,
                plant and equipment, net of accumulated depreciation of $10,306 and
                $-0-,
                respectively
            
            
            85,982
            
            
            -Other
                assets:Capitalized
                financing costs, net of accumulated amortization of $103,369 and
                48,197,
                respectively
            
            
            62,152
            
            
            117,324TOTAL
                ASSETS
            
            $
            344,478
            
            $
            322,885LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilities:Accounts
                payable and accrued expenses
            
            $
            416,893
            
            $
            422,801Obligations
                under capital lease, current portion
            
            
            14,926
            
            
            -Convertible
                debentures, current portion
            
            
            177,561
            
            
            -Notes
                payable
            
            
            108,611
            
            
            138,011Notes
                payable, related party
            
            
            765,787
            
            
            368,937Total
                current liabilities
            
            
            1,483,778
            
            
            929,749Long
                term debtObligations
                under capital lease
            
            
            60,942
            
            
            -Notes
                payable, long term
            
            
            521,233
            
            
            328,154Derivative
                and warrant liability relating to convertible debentures
            
            
            3,110,045
            
            
            2,614,266Total
                long term debt
            
            
            3,692,220
            
            
            2,942,420Commitments
                and contingenciesTotal
                liabilities
            
            
            5,175,998
            
            
            3,872,169Stockholders'
                deficit:Preferred
                stock; $0.0001 par value; 20,000,000 shares authorized, -0- shares
                issued
                and outstanding
            
            
            -
            
            
            -Common
                stock ; $0.0001 par value; 3,000,000,000 share authorized; 472,274,864
                and
                137,478,543 shares issued and outstanding as of December 31, 2007
                and
                2006
            
            
            47,228
            
            
            13,748Additional
                paid in capital
            
            
            4,805,216
            
            
            4,670,745Common
                stock subscriptions
            
            
            -
            
            
            2,500Warrant
                subscriptions
            
            
            -
            
            
            2,460Deficit
                accumulated prior to development stage
            
            
            (2,231,519
            )
            
            (2,231,519
            )Deficit
                accumulated during development stage
            
            
            (7,452,445
            )
            
            (6,007,218
            )Total
                stockholders' deficit
            
            
            (4,831,520
            )
            
            (3,549,284
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            344,478
            
            $
            322,885





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




F-3





**SYNDICATION,
                INC.****(A
                development stage company)****(formerly
                SYNDICATION.NET.COM, INC.)****CONSOLIDATED
                STATEMENTS OF LOSSES**




From
                inception ofthe
                development stageon
                January 1, 2004For
                the year ended December 31,
            
            through2007
            
            2006
            
            December
                31, 2007OPERATING
                EXPENSES:Selling,
                general and administrative
            
            $
            434,580
            
            $
            509,105
            
            $
            4,135,905Depreciation
            
            
            10,306
            
            
            -
            
            
            10,306Total
                operating expenses
            
            
            444,886
            
            
            509,105
            
            
            4,146,211Net
                loss from operations
            
            
            (444,886
            )
            
            (509,105
            )
            
            (4,146,211
            )Other
                income (expense)
            
            
            35,187
            
            
            (33,608
            )
            
            526,979Loss
                on sale of investments
            
            
            -
            
            
            (52,273
            )
            
            (420,210
            )Loss
                on change in fair value of debt derivative and warrant
                liabilities
            
            
            (495,779
            )
            
            (205,695
            )
            
            (2,127,733
            )Interest
                expense, net
            
            
            (539,749
            )
            
            (582,612
            )
            
            (1,265,022
            )Net
                loss before income taxes and discontinued operations
            
            
            (1,445,227
            )
            
            (1,383,293
            )
            
            (7,432,197
            )Provision
                for income taxes
            
            
            -
            
            
            -
            
            
            -Net
                loss from continuing operations
            
            
            (1,445,227
            )
            
            (1,383,293
            )
            
            (7,432,197
            )Net
                loss from discontinued operations
            
            
            -
            
            
            (15,198
            )
            
            (20,248
            )NET
                LOSS
            
            $
            (1,445,227
            )
            $
            (1,398,491
            )
            $
            (7,452,445
            )Net
                loss per common share, basic and fully diluted
            
            $
            (0.01
            )
            $
            (0.01
            )Weighted
                average number of common shares outstanding, basic and fully
                diluted
            
            
            259,315,529
            
            
            106,441,480





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




F-4


**SYNDICATION,
                INC.****(A
                development stage company)****(Formerly
                SYNDICATION.NET.COM, INC.)****CONSOLIDATED
                STATEMENT OF STOCKHOLDERS' DEFICIT****FOR
                THE PERIOD JANUARY 1, 2004 (DATE OF INCEPTION OF DEVELOPMENT STAGE)
                THROUGH DECEMBER 31, 2007**




Additional
            
            
            
            CommonPreferred
                stock
            
            Common
                stock
            
            Paid
                in
            
            Deferred
            
            Stock
            
            Warrant
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Costs
            
            Subscriptions
            
            Subscriptions
            
            Deficit
            
            TotalBalance,
                January 1, 2004
            
            
            -
            
            $
            -
            
            
            12,075,088
            
            $
            1,207
            
            $
            2,021,959
            
            $
            (292,000
            )
            $
            -
            
            $
            -
            
            $
            (2,231,519
            )
            $
            (500,353
            )Sale
                of common stock in February 2004 at $1.00 per share
            
            
            -
            
            
            -
            
            
            50,000
            
            
            5
            
            
            49,995
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            50,000Issuance
                of common stock for deferred fees in February 2004 at $0.80 per
                share
            
            
            -
            
            
            -
            
            
            30,000
            
            
            3
            
            
            23,997
            
            
            (24,000
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Issuance
                of common stock for assets in February 2004 at $0.80 per
                share
            
            
            -
            
            
            -
            
            
            120,000
            
            
            12
            
            
            107,988
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            108,000Issuance
                of common stock for assets in March 2004 at $0.65 per
                share
            
            
            -
            
            
            -
            
            
            235,000
            
            
            24
            
            
            152,726
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            152,750Issuance
                of common stock for deferred fees in May 2004 at $0.40 per
                share
            
            
            -
            
            
            -
            
            
            600,000
            
            
            60
            
            
            239,940
            
            
            (240,000
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Common
                stock issued for services rendered in June 2004 at $0.35 per
                share
            
            
            -
            
            
            -
            
            
            1,200,000
            
            
            120
            
            
            419,880
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            420,000Common
                stock issued for default interest on debenture in June 2004 at $0.35
                per
                share
            
            
            -
            
            
            -
            
            
            50,000
            
            
            5
            
            
            17,495
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            17,500Beneficial
                conversion feature of convertible debentures
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            50,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            50,000Common
                stock issued for services rendered in December 2004 at $0.55 per
                share
            
            
            -
            
            
            -
            
            
            250,000
            
            
            25
            
            
            137,475
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            137,500Common
                stock issued for services rendered in December 2004 at $0.44 per
                share
            
            
            -
            
            
            -
            
            
            675,000
            
            
            67
            
            
            296,932
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            296,999Issuance
                of common stock for deferred fees in December 2004 at $0.50 per
                share
            
            
            -
            
            
            -
            
            
            80,000
            
            
            8
            
            
            39,992
            
            
            (40,000
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Amortization
                of deferred fees
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            406,000
            
            
            -
            
            
            -
            
            
            -
            
            
            406,000Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,274,319
            )
            
            (2,274,319
            )Balance,
                December 31, 2004
            
            
            -
            
            $
            -
            
            
            15,365,088
            
            $
            1,536
            
            $
            3,558,379
            
            $
            (190,000
            )
            $
            -
            
            $
            -
            
            $
            (4,505,838
            )
            $
            (1,135,923
            )





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


F-5





**SYNDICATION,
                INC.****(A
                development stage company)****(formerly
                SYNDICATION.NET.COM, INC.)****CONSOLIDATED
                STATEMENT OF STOCKHOLDERS' DEFICIT****FOR
                THE PERIOD JANUARY 1, 2004 (DATE OF INCEPTION OF DEVELOPMENT STAGE)
                THROUGH DECEMBER 31, 2007**




Additional
            
            
            
            CommonPreferred
                stock
            
            Common
                stock
            
            Paid
                in
            
            Deferred
            
            Stock
            
            Warrant
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Costs
            
            Subscriptions
            
            Subscriptions
            
            Deficit
            
            TotalBalance
                forward
            
            
            -
            
            
            -
            
            
            15,365,088
            
            $
            1,536
            
            $
            3,558,379
            
            $
            (190,000
            )
            $
            -
            
            $
            -
            
            $
            (4,505,838
            )
            $
            (1,135,923
            )Common
                stock issued for services rendered in June 2005 at $0.24 per
                share
            
            
            -
            
            
            -
            
            
            41,667
            
            
            4
            
            
            9,995
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            9,999Common
                stock issued in exchange for notes payables in June 2005 at approximately
                $0.14 per share
            
            
            -
            
            
            -
            
            
            144,822
            
            
            13
            
            
            19,987
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            20,000Common
                stock issued in exchange for notes payables in July 2005 at approximately
                $0.05 per share
            
            
            -
            
            
            -
            
            
            204,082
            
            
            20
            
            
            9,980
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            10,000Common
                stock issued in exchange for notes payables in September 2005 at
                approximately $0.03 per share
            
            
            -
            
            
            -
            
            
            1,020,300
            
            
            102
            
            
            34,898
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            35,000Common
                stock issued in exchange for notes payables in October 2005 at
                approximately $0.01 per share
            
            
            -
            
            
            -
            
            
            9,547,000
            
            
            955
            
            
            99,045
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            100,000Common
                stock issued in exchange for notes payables in November 2005 at
                approximately $0.01 per share
            
            
            -
            
            
            -
            
            
            3,644,315
            
            
            364
            
            
            24,636
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            25,000Common
                stock issued in exchange for interest in November 2005 at approximately
                $0.01 per share
            
            
            -
            
            
            -
            
            
            8,206,709
            
            
            823
            
            
            48,837
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            49,660Common
                stock issued in exchange for notes payables in November 2005 at
                approximately $0.0055 per share
            
            
            -
            
            
            -
            
            
            10,896,585
            
            
            1,089
            
            
            58,911
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            60,000Common
                stock issued in exchange for notes payables in November 2005 at
                approximately $0.011 per share
            
            
            -
            
            
            -
            
            
            7,705,586
            
            
            770
            
            
            86,192
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            86,962Common
                stock issued to directors for services rendered in December 2005
                at $0.011
                per share
            
            
            -
            
            
            -
            
            
            38,500,000
            
            
            3,850
            
            
            431,200
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            435,050Common
                stock issued in conjunction with settlement of debt in December
                2005
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            24,678
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            24,678Rounding
                adjustments
            
            
            -
            
            
            -
            
            
            (5,080
            )
            
            2
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            2Amortization
                of deferred fees
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            190,000
            
            
            
            
            
            
            
            
            
            
            
            190,000Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,334,408
            )
            
            (2,334,408
            )Balance,
                December 31, 2005
            
            
            -
            
            $
            -
            
            
            95,271,074
            
            $
            9,528
            
            $
            4,406,738
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            (6,840,246
            )
            $
            (2,423,980
            )




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




F-6


**SYNDICATION,
                INC.****(A
                development stage company)****(Formerly
                SYNDICATION.NET.COM, INC.)****CONSOLIDATED
                STATEMENT OF STOCKHOLDERS' DEFICIT****FOR
                THE PERIOD JANUARY 1, 2004 (DATE OF INCEPTION OF DEVELOPMENT STAGE)
                THROUGH DECEMBER 31, 2007**




Additional
            
            
            
            CommonPreferred
                stock
            
            Common
                stock
            
            Paid
                in
            
            Deferred
            
            Stock
            
            Warrant
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Costs
            
            Subscriptions
            
            Subscriptions
            
            Deficit
            
            TotalBalance
                forward
            
            
            -
            
            
            -
            
            
            95,271,074
            
            $
            9,528
            
            $
            4,406,738
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            (6,840,246
            )
            $
            (2,423,980
            )Common
                stock issued in exchange notes payable in June 2006 at $0.0054 per
                share
            
            
            -
            
            
            -
            
            
            1,851,852
            
            
            185
            
            
            20,371
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            20,556Common
                stock issued for services rendered in July 2006 at $0.004 per
                share
            
            
            -
            
            
            -
            
            
            3,250,000
            
            
            325
            
            
            12,675
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            13,000Common
                stock issued in exchange notes payable in July 2006 at $0.0039 per
                share
            
            
            -
            
            
            -
            
            
            2,564,103
            
            
            256
            
            
            24,359
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            24,615Common
                stock issued in exchange notes payable in August 2006 at $0.0039
                per
                share
            
            
            -
            
            
            -
            
            
            3,846,154
            
            
            385
            
            
            36,538
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            36,923Common
                stock issued in exchange notes payable in September 2006 at $0.0026
                per
                share
            
            
            -
            
            
            -
            
            
            3,846,154
            
            
            385
            
            
            31,538
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            31,923Common
                stock issued in exchange notes payable in October 2006 at $0.0032
                per
                share
            
            
            -
            
            
            -
            
            
            7,738,096
            
            
            774
            
            
            24,107
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            24,881Common
                stock issued in exchange notes payable in November 2006 at $0.0009
                per
                share
            
            
            -
            
            
            -
            
            
            12,777,777
            
            
            1,277
            
            
            30,667
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            31,944Common
                stock and warrants issuable
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            2,500
            
            
            2,460
            
            
            -
            
            
            4,960Common
                stock issued in exchange notes payable in November 2006 at $0.002
                per
                share
            
            
            -
            
            
            -
            
            
            6,333,333
            
            
            633
            
            
            14,280
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            14,913Common
                stock issued for services rendered in December 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            69,472
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            69,472Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,398,491
            )
            
            (1,398,491
            )Balance,
                December 31, 2006
            
            
            -
            
            $
            -
            
            
            137,478,543
            
            $
            13,748
            
            $
            4,670,745
            
            $
            -
            
            $
            2,500
            
            $
            2,460
            
            $
            (8,238,737
            )
            $
            (3,549,284
            )





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




F-7





**SYNDICATION,
                INC.****(A
                development stage company)****(Formerly
                SYNDICATION.NET.COM, INC.)****CONSOLIDATED
                STATEMENT OF STOCKHOLDERS' DEFICIT****FOR
                THE PERIOD JANUARY 1, 2004 (DATE OF INCEPTION OF DEVELOPMENT STAGE)
                THROUGH DECEMBER 31, 2007**




Additional
            
            
            
            CommonPreferred
                stock
            
            Common
                stock
            
            Paid
                in
            
            Deferred
            
            Stock
            
            Warrant
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Costs
            
            Subscriptions
            
            Subscriptions
            
            Deficit
            
            TotalBalance
                Forward
            
            
            -
            
            
            -
            
            
            137,478,543
            
            $
            13,748
            
            $
            4,670,745
            
            $
            -
            
            $
            2,500
            
            $
            2,460
            
            $
            (8,238,737
            )
            $
            (3,549,284
            )Common
                stock issued in exchange notes payable in January 2007 at $0.0009
                per
                share
            
            
            -
            
            
            -
            
            
            14,444,444
            
            
            1,444
            
            
            12,056
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            13,500Common
                stock issued in exchange notes payable in February 2007 at $0.0009
                per
                share
            
            
            -
            
            
            -
            
            
            20,888,888
            
            
            2,088
            
            
            16,712
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            18,800Common
                stock issued in exchange notes payable in September 2007 at $0.0007
                per
                share
            
            
            -
            
            
            -
            
            
            14,285,714
            
            
            1,428
            
            
            8,572
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            10,000Common
                stock issued to directors for services rendered in March 2007
            
            
            -
            
            
            -
            
            
            48,040,000
            
            
            4,804
            
            
            43,236
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            48,040Common
                stock issued for services rendered in March 2007 at $0.001
            
            
            -
            
            
            -
            
            
            10,000,000
            
            
            1,000
            
            
            9,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            10,000Common
                stock issued for loan fees in March 2007
            
            
            -
            
            
            -
            
            
            21,709,000
            
            
            2,173
            
            
            19,538
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            21,711Common
                stock issued in exchange notes payable in July 2007 at $0.0005 per
                share
            
            
            -
            
            
            -
            
            
            11,568,627
            
            
            1,157
            
            
            4,743
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            5,900Common
                stock issued in exchange notes payable in November 2007 at $0.0002
                per
                share
            
            
            -
            
            
            -
            
            
            43,859,648
            
            
            4,386
            
            
            5,614
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            10,000Common
                stock issued in exchange notes payable in December 2007 at $0.0002
                per
                share
            
            
            -
            
            
            -
            
            
            150,000,000
            
            
            15,000
            
            
            15,000
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            30,000Expiration
                of subscriptions
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,500
            )
            
            (2,460
            )
            
            
            
            
            (4,960
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,445,227
            )
            
            (1,445,227
            )Balance,
                  December 31, 2007
            
            
            -
            
            $
            -
            
            
            472,274,864
            
            $
            47,228
            
            $
            4,805,216
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            (9,683,964
            )
            $
            (4,831,520
            )





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




F-8


**SYNDICATION,
                INC.****(A
                development stage company)****(Formerly
                SYNDICATION.NET.COM, INC.)****CONSOLIDATED
                STATEMENTS OF CASH FLOWS**




From
                inception ofthe
                development stageon
                January 1, 2004For
                the year ended December 31,
            
            through2007
            
            2006
            
            December
                31, 2007CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (1,445,227
            )
            $
            (1,398,491
            )
            $
            (7,452,445
            )Adjustments
                to net loss to net cash used in operations:Depreciation
            
            
            10,306
            
            
            -
            
            
            10,306Common
                stock issued for services rendered
            
            
            79,751
            
            
            84,971
            
            
            2,147,771Common
                stock warrants issued for services rendered
            
            
            (4,960
            )
            
            2,460
            
            
            -Common
                stock issued in settlement of debt
            
            
            48,200
            
            
            
            
            
            123,900Impairment
                of assets acquired with common stock
            
            
            -
            
            
            -
            
            
            260,750Beneficial
                conversion feature
            
            
            -
            
            
            -
            
            
            50,000Amortization
                of debt discount
            
            
            310,640
            
            
            403,854
            
            
            638,794Amortization
                of debt issuance cost
            
            
            55,172
            
            
            48,197
            
            
            103,369Gain
                (loss) on change in fair value of debt derivative and warrant
                liability
            
            
            495,779
            
            
            205,695
            
            
            1,960,045(Increase)
                decrease in:Prepaid
                expenses
            
            
            (430
            )
            
            -
            
            
            (430
            )Accounts
                receivable
            
            
            -
            
            
            57,277
            
            
            -Other
              Assets
            
            
            
            
            
            52,273(Decrease)
                increase in:Accounts
                payable and accrued liabilities
            
            
            (5,908
            )
            
            133,223
            
            
            (114,277
            )Net
                cash used in operating activities
            
            
            (456,677
            )
            
            (410,541
            )
            
            (2,272,217
            )CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of property, plant and equipment
            
            
            (7,542
            )
            
            -
            
            
            (7,542
            )Net
                cash used in investing activities
            
            
            (7,542
            )
            
            -
            
            
            (7,542
            )CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                (payments) from issuance of convertible debentures, net
            
            
            -
            
            
            576,441
            
            
            1,250,000Sale
                of common stock
            
            
            
            
            
            
            
            
            50,000Payment
                of debt issuance costs
            
            
            
            
            
            0
            
            
            (165,521
            )Proceeds
                (payments) from notes payable, net
            
            
            467,450
            
            
            (216,023
            )
            
            1,341,180Payments
                of lease obligations
            
            
            (12,878
            )
            
            -
            
            
            -Net
                cash provided by financing activities
            
            
            454,572
            
            
            360,418
            
            
            2,475,659Net
                increase (decrease) in cash and cash equivalents
            
            
            (9,647
            )
            
            (50,123
            )
            
            195,900Cash
                and cash equivalents, beginning of period
            
            
            205,561
            
            
            255,684
            
            
            14Cash
                and cash equivalents, end of period
            
            $
            195,914
            
            $
            205,561
            
            $
            195,914SUPPLEMENTAL
                DISCLOSURES TO CASH FLOW INFORMATIONIncome
                taxes
            
            $
            -
            
            $
            -
            
            $
            -Interest
            
            $
            -
            
            $
            -
            
            $
            11,370Non-Cash
                Financing ActivitiesCommon
                stock issued for deferred fees
            
            $
            10,000
            
            $
            -
            
            $
            373,749Common
                stock issued for converting notes payable
            
            $
            40,000
            
            $
            -
            
            $
            380,001Common
                stock issued for debt conversion
            
            $
            48,200
            
            $
            75,700
            
            $
            145,862Common
                stock issued for services rendered
            
            $
            69,751
            
            $
            15,500
            
            $
            1,443,232Forgiveness
                of debt- related party
            
            $
            -
            
            $
            -
            
            $
            24,678Forgiveness
                of debt
            
            $
            12,000
            
            $
            -
            
            $
            12,000





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




F-9





**SYNDICATION,
      INC.**


**(Formerly
      Syndication Net.com, Inc)**


(A
      Development Stage Company)


Notes
      to
      the Consolidated Financial Statements





**NOTE
      1 -   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





A
      summary
      of the significant accounting policies applied in the preparation of the
      accompanying consolidated financial statements follows.





Business
      and Basis of Presentation





Syndication,
      Inc. (the “Company”), formerly Syndication Net.com, Inc is in the development
      stage and its efforts in the past have been principally devoted to acquiring
      controlling interests in or to participate in the creation of, and to provide
      financial, management and technical support to, development stage businesses,
      e-commerce businesses and traditional brick-and-mortar businesses. To date
      the
      Company has generated no revenues, has incurred expenses, and has sustained
      losses. Consequently, its operations are subject to all risks inherent in the
      establishment of a new business enterprise. For the period from inception
      through December 31, 2007, the Company has accumulated losses during development
      stage of $7,452,445.





The
      consolidated financial statements include the accounts of Syndication Inc.
      and
      Sy-Med Decompression, Inc., which is a wholly owned subsidiary formed
      in Maryland in June 2007, and its wholly owned subsidiary, Syndicated
      Properties LLC, whose operations are discontinued in the current year.
      All significant inter-company transactions and balances have been eliminated
      in
      consolidation.





Organization





The
      financial statements presented are those of Syndication, Inc. (formerly
      Syndication Net.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. Effective October 13, 2000, pursuant
      to
      an Agreement and Plan of Organization between Generation and Life2K, Generation
      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, Life2K was dissolved and Generation changed its name to
      Syndication Net.com, Inc. and then to Syndication, Inc.





Change
      of control





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.





Estimates





The
      preparation of the financial statement in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect certain reported amounts and disclosures. Accordingly, actual results
      could differ from those estimates.





Revenue
      Recognition





The
      Company recognizes revenue in accordance with SEC Staff Accounting Bulletin
      No.
      101, “Revenue Recognition in Financial Statements” ("SAB 101"). SAB 101 requires
      that four basic criteria must be met before revenue can be recognized :(1)
      persuasive evidence of an arrangement exists; (2) delivery has occurred; (3)
      the
      selling price is fixed and determinable; and (4) collectibility is reasonably
      assured. Determination of criteria (3) and (4) are based on management's
      judgments regarding the fixed nature of the selling prices of the products
      delivered and the collectibility of those amounts. Provisions for discounts
      and
      rebates to customers, estimated returns and allowances, and other adjustments
      are provided for in the same period the related sales are recorded.





On
      December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No.
      104, Revenue Recognition. The staff updated and revised the existing revenue
      recognition in Topic 13, Revenue Recognition, to make its interpretive guidance
      consistent with current accounting guidance, principally EITF Issue No. 00-21,
      "Revenue Arrangements with Multiple Deliverables." Also, SAB 104 incorporates
      portions of the Revenue Recognition in Financial Statements - Frequently Asked
      Questions and Answers document that the SEC staff considered relevant and
      rescinds the remainder. The company's revenue recognition policies are
      consistent with this guidance; therefore, this guidance will not have an
      immediate impact on the company's consolidated financial
      statements.





F-10




**SYNDICATION,
      INC.**


**(Formerly
      Syndication Net.com, Inc)**


(A
      Development Stage Company)


Notes
      to
      the Consolidated Financial Statements





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





Cash
      and Cash Equivalents





For
      purposes of the Statements of Cash Flows, the Company considers all highly
      liquid debt instruments purchased with a maturity date of three months or less
      to be cash equivalents.





Property
      and Equipment





Property
      and equipment are stated at cost. When retired or otherwise disposed, the
      related carrying value and accumulated depreciation are removed from the
      respective accounts and the net difference less any amount realized from
      disposition, is reflected in earnings. For financial statement purposes,
      property and equipment are recorded at cost and depreciated using the
      straight-line method over their estimated useful lives of 3 to 5
      years.





Long-Lived
      Assets





The
      Company has adopted Statement of Financial Accounting Standards No. 144 (“SFAS
      144”). The Statement requires that long-lived assets and certain identifiable
      intangibles held and used by the Company be reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset
      may not be recoverable. Events relating to recoverability may include
      significant unfavorable changes in business conditions, recurring losses, or
      a
      forecasted inability to achieve break-even operating results over an extended
      period. The Company evaluates the recoverability of long-lived assets based
      upon
      forecasted undiscounted cash flows. Should impairment in value be indicated,
      the
      carrying value of intangible assets will be adjusted, based on estimates of
      future discounted cash flows resulting from the use and ultimate disposition
      of
      the asset. SFAS No. 144 also requires assets to be disposed of be reported
      at
      the lower of the carrying amount or the fair value less costs to sell.





Income
      Taxes





The
      Company has implemented the provisions on Statement of Financial Accounting
      Standards No. 109, "Accounting for Income Taxes" (“SFAS 109”). SFAS 109 requires
      that income tax accounts be computed using the liability method. Deferred taxes
      are determined based upon the estimated future tax effects of differences
      between the financial reporting and tax reporting bases of assets and
      liabilities given the provisions of currently enacted tax laws.





Net
      Loss Per Common Share




The
      Company computes earnings per share under Financial Accounting Standard No.
      128,
      "Earnings Per Share" ("SFAS 128"). Net loss per common share is computed by
      dividing net loss by the weighted average number of shares of common stock
      and
      dilutive common stock equivalents outstanding during the year. Dilutive
      common stock equivalents consist of shares issuable upon conversion of
      convertible debentures and the exercise of the Company's stock and warrants
      (calculated using the treasury stock method). For the year ended December 31,
      2007 and 2006 common stock equivalents derived from shares issuable in
      conversion of the Callable Secured Convertible Notes were not considered in
      the
      calculation of the weighted average number of common shares outstanding since
      the inclusion would be anti-dilutive.





Comprehensive
      Income





The
      Company does not have any items of comprehensive income in any of the periods
      presented.





Concentrations
      of Credit Risk





Financial
      instruments and related items, which potentially subject the Company to
      concentrations of credit risk, consist primarily of cash, cash equivalents
      and
      trade receivables. The Company places its cash and temporary cash investments
      with high credit quality institutions. At times, such investments may be in
      excess of the FDIC insurance limit.




F-11




**SYNDICATION,
      INC.**


**(Formerly
      Syndication Net.com, Inc)**


(A
      Development Stage Company)


Notes
      to
      the Consolidated Financial Statements





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





Stock
      based compensation





On
      December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB
      Statement No. 123R (revised 2004), Share-Based Payment" which is a revision
      of
      FASB Statement No. 123, "Accounting for Stock-Based Compensation". Statement
      123R supersedes APB opinion No. 25, "Accounting for Stock Issued to Employees",
      and amends FASB Statement No. 95, "Statement of Cash Flows". Generally, the
      approach in Statement 123R is similar to the approach described in Statement
      123. However, Statement 123R requires all share-based payments to employees,
      including grants of employee stock options, to be recognized in the income
      statement based on their fair values. Pro-forma disclosure is no longer an
      alternative. This statement does not change the accounting guidance for share
      based payment transactions with parties other than employees provided in
      Statement of Financial Accounting Standards No. 123(R). This statement does
      not
      address the accounting for employee share ownership plans, which are subject
      to
      AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock
      Ownership Plans.” On April 14, 2005, the SEC amended the effective date of the
      provisions of this statement. The effect of this amendment by the SEC is that
      the Company had to comply with Statement 123R and use the Fair Value based
      method of accounting no later than the first quarter of 2006. The Company
      implemented SFAS No. 123(R) on January 1, 2006 using the modified
      prospective method.





As
      of
      December 31, 2007, there were no outstanding employee stock options.




Research
      and Development





The
      Company accounts for research and development costs in accordance with the
      Financial Accounting Standards Board's Statement of Financial Accounting
      Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs.
      Under SFAS 2, all research and development costs must be charged to expense
      as
      incurred. Accordingly, internal research and development costs are expensed
      as
      incurred. Third-party research and development costs are expensed when the
      contracted work has been performed or as milestone results have been achieved.
      Company-sponsored research and development costs related to both present and
      future products are expensed in the period incurred. The Company not incurred
      research and development expenses for the years ended December 31, 2007 and
      2006
      and from January 1, 2004 (date of inception as development stage) through
      December 31, 2007, respectively.




Fair
      Value of Financial Instruments







Statement
      of Financial Accounting Standards No. 107, "Disclosures About Fair Value of
      Financial Instruments," requires disclosure of the fair value of certain
      financial instruments. The carrying value of cash and cash equivalents, accounts
      payable and short-term borrowings, as reflected in the balance sheets,
      approximate fair value because of the short-term maturity of these instruments.
      The carrying amount for the Series A convertible preferred stock approximate
      fair value.





Liquidity





As
      shown
      in the accompanying financial statements, the Company incurred net loss from
      operations of $ 7,452,445 from its inception as a development stage company
      on
      January 1, 2004 through December 31, 2007. The Company's current liabilities
      exceeded its current assets by $1,287,434 as of December 31, 2007.




F-12





**SYNDICATION,
      INC.**


**(Formerly
      Syndication Net.com, Inc)**


(A
      Development Stage Company)


Notes
      to
      the Consolidated Financial Statements





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





Advertising





The
      Company follows the policy of charging the costs of advertising to expense
      as
      incurred. Advertising expense for the years ended December 31, 2007 and 2006
      was
      $2,391 and $0, respectively.




Reclassification





The
      consolidated financial statements for periods prior to December 31, 2006, have
      been reclassified to conform to the headings and classifications used in the
      December 31, 2006, consolidated financial statements.





Derivative
      Financial Instruments




The
      Company's derivative financial instruments consisted of embedded derivatives
      related to the Secured Convertible Debentures issued in 2005 and 2006. These
      embedded derivatives included certain conversion features, variable interest
      features, call options and default provisions. The accounting treatment of
      derivative financial instruments required that the Company record the
      derivatives and related warrants at their fair values as of the inception date
      of the Note Agreement and at fair value as of each subsequent balance sheet
      date.  Any change in fair value was recorded as non-operating,
      non-cash income or expense at each reporting date. If the fair value of the
      derivatives is higher at the subsequent balance sheet date, the Company recorded
      a non-operating, non-cash charge. If the fair value of the derivatives is lower
      at the subsequent balance sheet date, the Company recorded non-operating,
      non-cash income. Conversion-related derivatives were valued using the Black
      Scholes Option Pricing Model. The derivatives were classified as long-term
      liabilities.





Recent
      accounting pronouncements




F-13




**SYNDICATION,
      INC.**


**(Formerly
      Syndication Net.com, Inc)**


(A
      Development Stage Company)


Notes
      to
      the Consolidated Financial Statements





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





Recent
      accounting pronouncements (continued)





In
      September 2006 the Financial Account Standards Board (the “FASB”) issued its
      Statement of Financial Accounting Standards 157, Fair Value Measurements. This
      Statement defines fair value, establishes a framework for measuring fair value
      in generally accepted accounting principles (GAAP), and expands disclosures
      about fair value measurements. This Statement applies under other accounting
      pronouncements that require or permit fair value measurements, the Board having
      previously concluded in those accounting pronouncements that fair value is
      the
      relevant measurement attribute. Accordingly, this Statement does not require
      any
      new fair value measurements. However, for some entities, the application of
      this
      Statement will change current practice. FAS 157 effective date is for fiscal
      years beginning after November 15, 2007. The Company does not expect adoption
      of
      this standard will have a material impact on its financial position, operations
      or cash flows.




In
      September 2006 the FASB issued its Statement of Financial Accounting Standards
      158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
      Plans”. This Statement improves financial reporting by requiring an employer to
      recognize the overfunded or underfunded status of a defined benefit
      postretirement plan (other than a multiemployer plan) as an asset or liability
      in its statement of financial position and to recognize changes in that funded
      status in the year in which the changes occur through comprehensive income
      of a
      business entity or changes in unrestricted net assets of a not-for-profit
      organization. This Statement also improves financial reporting by requiring
      an
      employer to measure the funded status of a plan as of the date of its year-end
      statement of financial position, with limited exceptions. The effective date
      for
      an employer with publicly traded equity securities is as of the end of the
      fiscal year ending after December 15, 2006. We did not have a material impact
      on
      our consolidated financial position, results of operations or cash
      flows.





In
      December 2006, the FASB issued FSP EITF 00-19-2, Accounting for Registration
      Payment Arrangements (" FSP
      00-19 -2")
      which addresses accounting for registration payment arrangements. FSP
      00-19 -2
      specifies that the contingent obligation to make future payments or otherwise
      transfer consideration under a registration payment arrangement, whether issued
      as a separate agreement or included as a provision of a financial instrument
      or
      other agreement, should be separately recognized and measured in accordance
      with
      FASB Statement No. 5, Accounting for Contingencies. FSP
      00-19 -2
      further clarifies that a financial instrument subject to a registration payment
      arrangement should be accounted for in accordance with other applicable
      generally accepted accounting principles without regard to the contingent
      obligation to transfer consideration pursuant to the registration payment
      arrangement. For registration payment arrangements and financial instruments
      subject to those arrangements that were entered into prior to the issuance
      of
      EITF 00-19-2, this guidance shall be effective for financial statements issued
      for fiscal years beginning after December 15, 2006 and interim periods within
      those fiscal years. The Company adopted FSP 00-19-2 in the preparation of the
      financial statements.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities.” SFAS
      159
      permits entities to choose to measure many financial instruments, and certain
      other items, at fair value. SFAS
      159
      applies to reporting periods beginning after November 15, 2007. The adoption
      of
      SFAS 159 is not expected to have a material impact on the Company’s financial
      condition or results of operations.





In
      December 2007, the FASB issued SFAS No. 141(R), *"Business
      Combinations"* ("SFAS No. 141(R)"), which establishes principles and requirements for how
      an acquirer recognizes and measures in its financial statements the identifiable
      assets acquired, the liabilities assumed, and any noncontrolling interest in
      an
      acquiree, including the recognition and measurement of goodwill acquired in
      a
      business combination. SFAS No. 141R is effective as of the beginning of the
      first fiscal year beginning on or after December 15, 2008. Earlier adoption
      is prohibited and the Company is currently evaluating the effect, if any, that
      the adoption will have on its financial position, results of operations or
      cash
      flows.





In
      December 2007, the FASB issued SFAS No. 160, *"Noncontrolling
      Interest in Consolidated Financial Statements, an amendment of ARB
      No. 51"* ("SFAS
      No. 160"), which will change the accounting and reporting for minority
      interests, which will be recharacterized as noncontrolling interests and
      classified as a component of equity within the consolidated balance sheets.
      SFAS
      No. 160 is effective as of the beginning of the first fiscal year beginning
      on
      or after December 15, 2008. Earlier adoption is prohibited and the Company
      is currently evaluating the effect, if any, that the adoption will have on
      its
      financial position, results of operations or cash flows.




F-14
 
  **SYNDICATION,
          INC.**
 **(Formerly
          Syndication Net.com, Inc)**
 (A
          Development Stage Company)
 Notes
          to
          the Consolidated Financial Statements
 
 **NOTE
          2 -   PROPERTY AND EQUIPMENT**
 
 Property
          and equipment consists of the following at December 31, 2007 and
          2006:
  2007
                
                2006Office
                    equipment
                
                $
                1,042
                
                $
                -0-Accumulated
                    depreciation
                
                
                (101
                )
                
                -0-Net
                    property and equipment
                
                $
                941
                
                
                -0-
  Depreciation
          expense for the years ended December 31, 2007 and 2006 was $10,306 and
          $0,
          respectively
  **NOTE
          3 - CAPITALIZED FINANCING COSTS**
 
 Capitalized
          financing costs are costs incurred in the issuance of debt and are being
          amortized on a straight line basis over the term of the related debt,.
          Should
          conversions occur prior to the stated maturity date, the remaining unamortized
          cost is expensed.  Amortization expense amounted to $55,172 for
          2007 and $48,197 for 2006.
 
 2007
                
                2006January
                    1st
                
                $
                165,521
                
                $
                60,000New
                    Debt offering costs
                
                
                -
                
                
                105,521Accumulated
                    amortization
                
                
                (103,369
                )
                
                (48,197
                )December
                    31st
                
                $
                62,152
                
                $
                117,324
 
 **NOTE
          4 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES**
 
 Accounts
          payable and accrued liabilities at December 31, 2007 and 2006 are as
          follows:
 
 2007
                
                2006Accounts
                    payable
                
                $
                54,393
                
                $
                48,803Accounts
                    payable, related party
                
                
                65,356
                
                
                28,497Interest
                    payable
                
                
                282,613
                
                
                169,084Interest
                    payable, related party
                
                
                14,529
                
                
                128,377Accrued
                    expenses
                
                
                -
                
                
                48,040Total
                
                $
                416,891
                
                $
                422,801
 
 **NOTE
          5 - CAPITAL LEASE OBLIGATIONS**
 
 Equipment
          includes the following amounts for capitalized leases at December 31,
          2007:
 
 Equipment
                
                $
                95,246Less:
                    Accumulated depreciation and amortization
                
                
                (10,205
                )Net
                    book value
                
                $
                85,041
 
 Future
          minimum lease payments required under the capital leases are as
          follows:
 
 Total
                    minimum lease payments
                
                $
                96,782Less:
                    amount representing interest
                
                
                20,914Subtotal
                
                
                75,868Less
                    current portion
                
                
                14,926Long
                    term portion
                
                $
                60,942
  F-15
  **SYNDICATION,
          INC.**
 **(Formerly
          Syndication Net.com, Inc)**
 (A
          Development Stage Company)
 Notes
          to
          the Consolidated Financial Statements
  **NOTE
          5 - CAPITAL LEASE OBLIGATIONS (continued)**
 
 Following
          is a schedule of the Company's future minimum capital lease
          obligations:
 
 Year
                    ended December 31,2008
                
                $
                23,2282009
                
                
                23,2282010
                
                
                23,2282011
                
                
                23,2282012
                
                
                3,870Total
                
                $
                96,782
 
 The
          present value of minimum capital lease obligations amounts to
          $75,868.
 
 **NOTE
          6 -   NOTE PAYABLE**
 
 At
          December 31, 2007 and 2006, the Company had three and four notes payable
          totaling $108,011 and $138,011, respectively. These notes are unsecured
          and due
          on demand. Interest for some is at 12% default and for some others is flat
          interest. Interest expense for the years ended December 31, 2007and 2006
          was
          $11,204 and $14,790, respectively.
 
 **NOTE
          7 -   NOTES PAYABLE - RELATED PARTY**
  Notes
          payable to related parties consisted of the following at December 31, 2007
          and
          2006:
  2007
                  
                  2006Note
                      payable to a related party, due on demand, plus interest at
                      12% per annum,
                      unsecured.
                  
                  $
                  765,787
                  
                  $
                  368,937Less:
                      Current Portion
                  
                  
                  (765,787
                  )
                  
                  (368,937
                  )Long-Term
                      Notes Payable to Related Parties
                  
                  $
                  -
                  
                  $
                  -
  Interest
          expense for the year ended December 31, 2007 and 2006 was $54,854 and $44,887
          respectively. The total interest payable on this note is $14,529
  F-16
  **SYNDICATION,
            INC.**
 **(Formerly
            Syndication Net.com, Inc)**
 (A
            Development Stage Company)
 Notes
            to
            the Consolidated Financial Statements
 **NOTE
          8 - CONVERTIBLE DEBENTURES**
 
 A
          summary
          of convertible debentures for December 31, 2007 and 2006 are as
          follows:
 
 2007
                
                2006Convertible
                    debentures, interest rate 7% per annum, due on demand. Note holder
                    has an
                    option to convert principal to the Company’s common stock at 60% of the
                    weighted average price for five days immediately preceding conversion
                    date, but not including conversion date with a minimum conversion
                    price of
                    $0.0002 per share. The notes are unsecured
                
                $
                60,000
                
                $
                -Convertible
                    debentures; interest rate 12% per annum,; due three years from
                    the date of
                    the note; note holder has the option to convert unpaid note principal
                    to
                    the Company’s common stock at the lower of (i) $0.032 or (ii) 85% of the
                    lowest weighted average price during 30 trading days immediately
                    preceding
                    the conversion date, but not including conversion date. The Company
                    granted the note holder a security interest in substantially
                    all of the
                    Company’s assets and intellectual property and registration rights.
                
                $
                1,026,100
                
                $
                1,074,300Total:
                
                
                1,086,100
                
                
                1,074,300Less:
                    unamortized debt discount
                
                
                (387,306
                )
                
                (746,146
                )Net
                
                
                698,794
                
                
                328,154Less
                    current maturities
                
                
                177,561
                
                
                -Long
                    term portion
                
                $
                521,233
                
                $
                328,154
 
 On
          October 23, 2007, the assigned promissory note obligations originally issued
          March 2, 2009 to third parties. In conjunction with the issuance, the Company
          added a conversion feature such that the note is convertible into common
          stock,
          at the note holders’ option at 60% of the weighted average price for five days
          preceding the conversion date with a minimum conversion price of $0.002.
          The
          notes are payable on demand and carry an interest rate of 7% per annum
          and are
          unsecured.
 
 The
          Company reviewed Emerging Issues Task Force Issue 98-5, Accounting for
          Convertible Securities with a Beneficial Conversion Features or Contingently
          Adjustable Conversion Ratios (“EITF 98-5”), and determined the convertible
          debentures did not contain a beneficial conversion feature at the time
          of
          inception.
 
 The
          Company entered into a Securities Purchase Agreement with an accredited
          investor
          on December 30, 2005 for the issuance of an aggregate of $2,000,000 of
          convertible notes (“Convertible Notes”), and attached to the Convertible Notes
          were warrants to purchase 120,000,000 shares of the Company’s common stock. The
          Convertible Notes accrues interest at 12% per annum, payable and due three
          years
          from the date of the note. The noteholder has the option to convert, at
          any
          time, any unpaid note principal to the Company’s common stock at a rate of
          the lower of (i) $0.0132 or (ii) 85% of the lowest weighted average price
          during
          the 30 trading days immediately preceding the conversion date. not including
          conversion date.. During the year ended December 31, 2005 and 2006, the
          Company
          issued to the investors Convertible Notes in a total amount of $1,150,000.
          Total
          debt issuance costs for the period January 1, 2005 through December 31,
          2007
          were $103,369.
 
 The
          transaction, to the extent that it is to be satisfied with common stock
          of the
          Company would normally be included as equity obligations. However, in the
          instant case, due to the indeterminate number of shares which might be
          issued
          under the embedded convertible host debt conversion feature, the Company
          is
          required to record a liability relating to both the detachable warrants
          and
          embedded convertible feature of the notes payable (included in the liabilities
          as a “derivative liability)”.
  F-17
  **SYNDICATION,
          INC.**
 **(Formerly
          Syndication Net.com, Inc)**
 (A
          Development Stage Company)
 Notes
          to
          the Consolidated Financial Statements
 
 **NOTE
          8 - CONVERTIBLE DEBENTURES (continued)**
 
 The
          accompanying financial statements comply with current requirements relating
          to
          warrants and embedded derivatives as described in FAS 133 and, EITF 98-5
          and
          00-19 as follows:
 
 ·
                The
                    Company allocated the proceeds received between convertible debt
                    and
                    detachable warrants based upon the relative fair market values
                    on the
                    dates the proceeds were received.
 ·
                Subsequent
                    to the initial recording, the increase in the fair value of the
                    detachable
                    warrants, determined under the Black-Scholes option pricing formula
                    and
                    the increase in the value of the embedded derivative in the conversion
                    feature of the convertible debentures are accrued as adjustments
                    to the
                    liabilities at year end and at the end of each
                    quarter.
 ·
                The
                    expense relating to the increase in the fair value of the Company’s stock
                    reflected in the change in the fair value of the warrants and
                    derivatives
                    (noted above) is included as another comprehensive income item
                    of an
                    unrealized gain or loss arising from convertible financing on
                    the
                    Company’s balance sheet.
 ·
                Accreted
                    principal of $698,794 and $328,154 as of December 31, 2007 and
                    December
                    31, 2006, respectively.
 
 Aggregate
          maturities of long-term debt as of December 31, 2007 are as
          follows:
 
 Fiscal
                    Year
                
                Amount2009
                
                $
                1,026,1002010
                
                
                -2011
                    and after
                
                
                -Total
                
                $
                1,026,100
 
 **NOTE
          9 -   CAPITAL STOCK**
 
 Preferred
          stock
 
 The
          shareholders of the Company have authorized 20,000,000 shares of preferred
          stock
          with a par value of $0.0001. The terms of the preferred stock are to be
          determined when issued by the board of directors of the Company. The Company
          has
          not issued any preferred stock as of December 31, 2007.
 
 Common
          stock
 
 The
          shareholders of the Company have authorized 3,000,000,000 shares of common
          stock
          with a par value of $0.0001. The terms of the preferred stock are to be
          determined when issued by the board of directors of the Company. As of
          December
          31, 2007 and 2006, there were 472,274,864 and 137,478,543 shares of common
          stock
          outstanding, respectively.
 
 During
          the year ended December 31, 2004, the Company issued an aggregate of 730,000
          shares of common stock for deferred fees valued at $304,000
 
 During
          the year ended December 31, 2004, the Company issued an aggregate of 355,000
          shares of common stock for acquisition of assets.
 
 During
          the year ended December 31, 2004, the Company issued an aggregate of 2,125,000
          shares of common stock for services rendered valued at $854,499.
 
 During
          the year ended December 31, 2004, the Company issued an aggregate of 50,000
          shares of common stock for interest due on notes for a total of
          $17,500.
 
 During
          the year ended December 31, 2005, the Company issued an aggregate of 38,541,667
          shares of common stock for services rendered valued at $445,049.
 
 During
          the year ended December 31, 2005, the Company issued an aggregate of 41,369,399
          shares of common stock in exchange for notes payable and related interest
          of
          $411,240
  F-18
  **SYNDICATION,
          INC.**
 **(Formerly
          Syndication Net.com, Inc)**
 (A
          Development Stage Company)
 Notes
          to
          the Consolidated Financial Statements
 
 **NOTE
          9 -   CAPITAL STOCK (continued)**
 
 During
          the year ended December 31, 2006, the Company issued an aggregate of 3,250,000
          shares of common stock for services rendered valued at $13,000.
 
 During
          the year ended December 31, 2006, the Company issued an aggregate of 38,957,469
          shares of common stock in exchange for notes payable of $153,832.
 
 During
          the year ended December 31, 2007, the Company issued an aggregate of 58,040,000
          shares of common stock for services rendered valued at $58,040.
 
 During
          the year ended December 31, 2007, the Company issued an aggregate of 255,047,321
          shares of common stock in exchange for notes payable of $88,200.
 
 During
          the year ended December 31, 2007, the Company issued an aggregate of 21,709,000
          shares of common stock for loan fees valued at $21,711.
  **NOTE
          10 - WARRANTS & OPTIONS**
 
 The
          following table summarizes option and warrant activity during the year
          ended
          December 31, 2007 and 2006 .
  Optionsand
                      WarrantsOutstanding
                
                Optionsor
                      WarrantsPrice Per ShareOutstanding
                    at January 1, 2006
                
                
                120,000,000
                
                $
                0.008
                    - 0.10Warrants
                    issued
                
                
                -
                
                
                -Expired
                
                
                -
                
                
                -Forfeited
                
                
                -
                
                
                -Exercised
                
                
                -
                
                
                -Outstanding
                    at December, 31, 2006
                
                
                120,000,000
                
                
                0.574Warrants
                    issued
                
                
                -
                
                
                -Expired
                
                
                -
                
                
                -Forfeited
                
                
                -
                
                
                -Exercised
                
                
                -
                
                
                -Outstanding
                    at December 31, 2007
                
                
                120,000,000
                
                
                0.574
  The
          following table summarizes information about stock options and warrants
          outstanding at December 31, 2007.
 
 **Outstanding**
                
                
                **Exercisable****Range
                    of**
                  **Exercise**
                  **Prices**
                
                **Number**
                  **Outstanding**
                
                
                **Weighted**
                  **Average**
                  **Remaining**
                  **Contractual**
                  **Life
                    (years)**
                
                
                **Weighted**
                  **Average**
                  **Exercise**
                  **Price**
                
                
                **Number**
                  **Exercisable**
                
                
                **Weighted**
                  **Average**
                  **Exercise**
                  **Price**$
                0.008
                
                36,000,000
                
                
                4.00
                
                $
                0.008
                
                
                36,000,000
                
                $
                0.0080.01
                
                36,000,000
                
                
                4.00
                
                
                0.01
                
                
                36,000,000
                
                
                0.010.02
                
                21,000,000
                
                
                4.00
                
                
                0.02
                
                
                21,000,000
                
                
                0.020.05
                
                16,000,000
                
                
                4.00
                
                
                0.05
                
                
                16,000,000
                
                
                0.050.10
                
                11,000,000
                
                
                4.00
                
                
                0.10
                
                
                11,000,000
                
                
                0.10$
                0.008-0.10
                
                120,000,000
                
                
                4.00
                
                $
                0.574
                
                
                120,000,000
                
                $
                0.574
  F-19
  **SYNDICATION,
          INC.**
 **(Formerly
          Syndication Net.com, Inc)**
 (A
          Development Stage Company)
 Notes
          to
          the Consolidated Financial Statements
  **NOTE
          10 - WARRANTS & OPTIONS (continued)**
 
 The
          Company does not have any outstanding options as of December 31, 2007 and
          2006
 
 **NOTE
          11 - INCOME TAXES**
 
 Financial
          Accounting Standard No. 109 requires the recognition of deferred tax liabilities
          and assets for the expected future tax consequences of events that have
          been
          included in the financial statement or tax returns. Under this method,
          deferred
          tax liabilities and assets are determined based on the difference between
          financial statements and tax bases of assets and liabilities using enacted
          tax
          rates in effect for the year in which the differences are expected to reverse.
          Temporary differences between taxable income reported for financial reporting
          purposes and income tax purposes are insignificant.
 
 For
          income tax reporting purposes, the Company’s aggregate unused net operating
          losses approximate $7,000,000 which expires through 2026, subject to limitations
          of Section 382 of the Internal Revenue Code, as amended. The deferred tax
          asset
          related to the carry forward is approximately $2,100,000. The Company has
          provided a valuation reserve against the full amount of the net operating
          loss
          benefit, because in the opinion of management based upon the earning history
          of
          the Company; it is more likely than not that the benefits will not be realized.
          Due to significant changes in the Company’s ownership, the Company’s future use
          of its existing net operating losses may be limited.
 
 Components
          of deferred tax assets as of December 31, 2007 are as follows:
 
 Non
                    current:Net
                    operating loss carryforward
                
                $
                2,100,000Valuation
                    allowance
                
                
                (2,100,000
                )Net
                    deferred tax asset
                
                $
                -0-
  **NOTE
          12 -   COMMITMENTS AND SUBSEQUENT EVENTS**
  At
            December 31, 2007, future minimum rental payments for a noncancelable
            operating
            lease is as follows:
 2008
                  
                  $
                  24,8422009
                  
                  
                  27,1002010
                  
                  
                  27,1002011
                  
                  
                  27,1002012
                  
                  
                  27,100Thereafter
                  
                  
                  2,258Total
                  
                  $
                  1335,500
  Litigation
 
 The
          Company is subject to other legal proceedings and claims, which arise in
          the
          ordinary course of its business. Although occasional adverse decisions
          or
          settlements may occur, the Company believes that the final disposition
          of such
          matters should not have a material adverse effect on its financial position,
          results of operations or liquidity. There was no outstanding litigation
          as of
          December 31, 2007.
 During
            the period from January 1st 2008 through April 7th 2008 the Company issued
            208,333,332 shares of common stock at prices between .0029 - .0004 for
            the
            purposes of debt retirement.
 **NOTE
          13 - GOING CONCERN MATTERS**
 
 The
          accompanying consolidated financial statements have been prepared on a
          going
          concern basis, which contemplates the realization of assets and the satisfaction
          of liabilities in the normal course of business. As shown in the accompanying
          consolidated financial statements the Company has incurred an accumulated
          deficit of $9,683,864 from date of inception to December 31,
          2007.
 
 The
          Company is actively pursuing additional equity financing through discussions
          with investment bankers and private investors. There can be no assurance
          the
          Company will be successful in its effort to secure additional equity
          financing.
 
 The
          Company’s existence is dependent upon management’s ability to develop profitable
          operations and resolve its liquidity problems. Management anticipates the
          Company will attain profitable status and improve its liquidity through
          the
          continued developing, marketing and selling of its services and additional
          equity investment in the Company. The accompanying consolidated financial
          statements do not include any adjustments that might result should the
          Company
          be unable to continue as a going concern.
  F-20
  **ITEM
          8.**  **CHANGES
          IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
          DISCLOSURE**
  *Previous
          independent registered public accounting firm*
  On
          August
          15, 2007 (the “Termination Date”), HJ & Associates, LLC (the “Former
          Auditor”) advised Syndication, Inc. (the “Company”) that it was resigning as the
          Company’s independent registered public accounting firm.  Except as noted
          in the paragraph immediately below, the reports of the Former Auditor on
          the
          Company’s consolidated financial statements for the two fiscal years ended
          December 31, 2005 and December 31, 2006 and through the Termination Date
          did not
          contain an adverse opinion or disclaimer of opinion, and such reports were
          not
          qualified or modified as to uncertainty, audit scope, or accounting
          principle.
  The
          reports of the Former Auditor on the Company’s consolidated financial statements
          for the two fiscal years ended December 31, 2005 and December 31, 2006
          contained
          an explanatory paragraph which noted that there was substantial doubt as
          to the
          Company’s ability to continue as a going concern as the Company had significant
          losses from operations and has no revenues to support operational cash
          flows.
 
 During
          the period commencing April 11, 2006 (inception) through December 31, 2006,
          and
          through the Dismissal Date, the Company has not had any disagreements with
          the
          Former Auditor on any matter of accounting principles or practices, financial
          statement disclosure or auditing scope or procedure, which disagreements,
          if not
          resolved to the Former Auditor’s satisfaction, would have caused them to make
          reference thereto in their reports on the Company’s consolidated financial
          statements for such years.
 
 During
          the two most recent fiscal years and through the Termination Date, there
          were no
          reportable events, as defined in Item 304(a)(1)(v) of
          Regulation S-K.
 
 The
          Company provided the Former Auditor with a copy of this disclosure, and
          the
          Former Auditor did not disagree with it.
  *New
          independent registered public accounting firm*
 
 On
          August
          16, 2007 (the “Engagement Date”), the Company engaged RBSM LLP (“New Auditor”)
          as its independent registered public accounting firm for the Company’s fiscal
          year ended December 31, 2007. The decision to engage the New Auditor as
          the
          Company’s independent registered public accounting firm was approved by the
          Company’s Board of Directors.
 
 During
          the two most recent fiscal years and through the Engagement Date, the Company
          has not consulted with the New Auditor regarding either:
 
 1.
                the
                    application of accounting principles to any specified transaction,
                    either
                    completed or proposed, or the type of audit opinion that might
                    be rendered
                    on the Company’s financial statements, and neither a written report was
                    provided to the Company nor oral advice was provided that the
                    New Auditor
                    concluded was an important factor considered by the Company in
                    reaching a
                    decision as to the accounting, auditing or financial reporting
                    issue;
                    or
 
 2.
                any
                    matter that was either subject of disagreement or event, as defined
                    in
                    Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction
                    to
                    Item 304 of Regulation S-B, or a reportable event, as that term
                    is
                    explained in Item 304(a)(1)(iv)(A) of Regulation
                    S-B.
 
 **ITEM
          8A.**  **CONTROLS
          AND PROCEDURES**
 
 *Annual
          Evaluation of Controls* .
          As of
          the end of the fiscal year ended December 31, 2007, we evaluated the
          effectiveness of the design and operation of our disclosure controls and
          procedures ("Disclosure Controls"). This evaluation (“Evaluation”) was performed
          by our Chief Executive Officer, Brian Sorrentino (our “CEO”), and our Chief
          Financial Officer, Mrutyunjaya S. Chittavajhula (our “CFO”). In addition, we
          have discussed these matters with our securities counsel. In this section,
          we
          present the conclusions of our CEO and CFO based on and as of the date
          of the
          Evaluation with respect to the effectiveness of our Disclosure
          Controls..
 
 *CEO
          and CFO Certifications* .
          Attached to this annual report are certain certifications of the CEO and
          CFO,
          which are required in accordance with the Exchange Act and the Commission's
          rules implementing such section (the "Rule 13a-14(a)/15d-14(a) Certifications").
          This section of the annual report contains the information concerning the
          Evaluation referred to in the Rule 13a-14(a)/15d-14(a) Certifications.
          This
          information should be read in conjunction with the Rule 13a-14(a)/15d-14(a)
          Certifications for a more complete understanding of the topic
          presented.
 
 13
  *Disclosure
          Controls* .
          Disclosure Controls are procedures designed with the objective of ensuring
          that
          information required to be disclosed in our reports filed with the Commission
          under the Exchange Act, such as this annual report, is recorded, processed,
          summarized and reported within the time period specified in the Commission's
          rules and forms. Disclosure Controls are also designed with the objective
          of
          ensuring that material information relating to us is made known to the
          CEO and
          the CFO by others, particularly during the period in which the applicable
          report
          is being prepared.
 
 *Limitations
          on the Effectiveness of Controls* .
          Our
          management does not expect that our Disclosure Controls will prevent all
          error
          and all fraud. A control system, no matter how well developed and operated, can
          provide only reasonable, but not absolute assurance that the objectives
          of the
          control system are met. Further, the design of the control system must
          reflect
          the fact that there are resource constraints, and the benefits of controls
          must
          be considered relative to their design and monitoring costs. Because of
          the
          inherent limitations in all control systems, no evaluation of controls
          can
          provide absolute assurance that all control issues and instances of fraud,
          if
          any, within the Company have been detected. These inherent limitations
          include
          the realities that judgments in decision-making can be faulty, and that
          breakdowns can occur because of simple error or mistake. Additionally,
          controls
          can be circumvented by the individual acts of some persons, by collusion
          of two
          or more people, or by management override of the control. The design of
          a system
          of controls also is based in part upon certain assumptions about the likelihood
          of future events, and there can be no assurance that any design will succeed
          in
          achieving its stated objectives under all potential future conditions.
          Over
          time, control may become inadequate because of changes in conditions, or
          because
          the degree of compliance with the policies or procedures may deteriorate.
          Because of the inherent limitations in a cost-effective control system,
          misstatements due to error or fraud may occur and not be detected.
 
 *Scope
          of the Evaluation* .
          The CEO
          and CFO's evaluation of our Disclosure Controls included a review of the
          controls' (i) objectives, (ii) design, (iii) implementation, and (iv) the
          effect
          of the controls on the information generated for use in this quarterly
          report.
          In the course of the Evaluation, the CEO and CFO sought to identify data
          errors,
          control problems, acts of fraud, and they sought to confirm that appropriate
          corrective action, including process improvements, was being undertaken.
          This
          type of evaluation is done on a quarterly basis so that the conclusions
          concerning the effectiveness of our controls can be reported in our quarterly
          reports on Form 10-QSB and annual reports on Form 10-KSB. The overall goals
          of
          these various evaluation activities are to monitor our Disclosure Controls,
          and
          to make modifications if and as necessary. Our intent in this regard is
          that the
          Disclosure Controls will be maintained as dynamic systems that change (including
          improvements and corrections) as conditions warrant.
 
 *Conclusions.* Based
          upon the Evaluation, our disclosure controls and procedures are designed
          to
          provide reasonable assurance of achieving our objectives. Our CEO and CFO
          have
          concluded that our disclosure controls and procedures are effective at
          that
          reasonable assurance level to ensure that material information relating
          to the
          Company is made known to management, including the CEO and CFO, particularly
          during the period when our periodic reports are being prepared, and that
          our
          Internal Controls are effective at that assurance level to provide reasonable
          assurance that our financial statements are fairly presented in conformity
          with
          accounting principles generally accepted in the United States. Additionally,
          there has been no change in our Internal Controls that occurred during
          our most
          recent fiscal quarter or fiscal year that has materially affected, or is
          reasonably likely to affect, our Internal Controls.
 
 **ITEM
          8A(T) CONTROLS AND PROCEDURES**
 
 (a)  The
          Company’s management is responsible for establishing and maintaining adequate
          internal control over financial reporting (as defined in Rule 13a-15(f)
          under
          the Securities Exchange Act of 1934, as amended). Management conducted
          an
          evaluation of the effectiveness of the Company’s internal control over financial
          reporting based on the criteria set forth in Internal Control - Integrated
          Framework issued by the Committee of Sponsoring Organizations of the Treadway
          Commission (COSO). Based on this evaluation, management has concluded that
          the
          Company’s internal control over financial reporting was not effective as of
          December 31, 2007.
 
 (b)  This
          annual report does not include an attestation report of the company’s registered
          public accounting firm regarding internal control over financial reporting.
          Management’s report was not subject to attestation by the company’s registered
          public accounting firm pursuant to temporary rules of the Securities and
          Exchange Commission that permit the company to provide only management’s report
          in this annual report.
 
 (c)  There
          were no changes in the Company's internal controls over financial reporting,
          known to the chief executive officer or the chief financial officer, that
          occurred during the period covered by this report that has materially affected,
          or is reasonably likely to materially affect, the Company's internal control
          over financial reporting.
 
 **ITEM
          8B.****OTHER
          INFORMATION**
  None.
  14
  **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 7, 2008.
  Name
                
                Age
                
                PositionBrian
                    Sorrentino
                
                50
                
                Acting
                    Chief Executive OfficerMrutyunjaya
                    S. Chittavajhula
                
                47
                
                Chief
                    Financial OfficerMark
                    Solomon
                
                49
                
                President
                    and DirectorHoward
                    B. Siegel
                
                61
                
                Director
  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, 50, serves as our Acting 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.
  MARK
          SOLOMON, ESQ., 49, has served as President and 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, 47, 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.
  15
  HOWARD
          S.
          SIEGEL, 61, 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 no payment for serving as directors but are repaid for their expenses
          incurred for serving as directors.
  **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 2007. 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, 2007, there was
          no
          failure to comply with Section 16(a) filing requirements applicable to
          its
          officers, directors and ten percent stockholders.
  16
 
 **ITEM
          10.**  **EXECUTIVE
          COMPENSATION**
  The
          following table sets forth the cash compensation (including cash bonuses)
          paid
          or accrued and equity awards granted by us for years ended December 31,
          2007 and
          2006 to our Chief Executive Officer and our most highly compensated officers
          other than the Chief Executive Officer at December 31, 2007 whose total
          compensation exceeded $100,000.
  Name
                    & PrincipalPosition
                
                Year
                
                Salary
                  ($)
                
                Bonus
                  ($)
                
                Stock
                    Awards
                  ($)
                
                Option
                    Awards
                  ($)
                
                Non-Equity
                    Incentive Plan Compensation ($)
                
                Change
                    in Pension
                  Value
                    and Non-Qualified Deferred Compensation Earnings ($)
                
                All
                    Other Compensation ($)
                
                Total
                    ($)CEO
                
                
                2007
                
                
                87,684*
                
                
                0
                
                
                
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                87,684President
                
                
                2007
                
                
                0
                
                
                0
                
                
                
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0CFO
                
                
                2007
                
                
                20,981
                
                
                0
                
                
                
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                20,981BOD
                
                
                2007
                
                
                0
                
                
                0
                
                
                
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
  *
          An
          amount of $200,316 is still due on this account to CEO, which is included
          in the
          payables .
  We
          do not
          pay directors compensation for their service as directors. We are in the
          process
          of developing a compensation policy for our directors.
 
 **Employment
          Agreements**
 
 We
          have
          not entered into employment agreements with any of our officers or
          employees.
  17
  **ITEM
          11.**  **SECURITY
          OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**
  The
          following table sets forth certain information, as of April 7, 2008 with
          respect
          to the beneficial ownership of the outstanding common stock by (i) any
          holder of
          more than five (5%) percent; (ii) each of the our executive officers and
          directors; and (iii) our directors and executive officers as a group. Except
          as
          otherwise indicated, each of the stockholders listed below has sole voting
          and
          investment power over the shares beneficially owned.
 
 Name
                    of Beneficial Owner
                
                Title
                
                Common
                      StockBeneficially
                    Owned (1)
                
                Percentage
                    of
                    Common
                      Stock (1)Mrutyunjaya
                    S. Chittavajhula.
                
                
                CFO
                
                
                6,420,000
                
                
                *
                %1250
                    24th Street, NWSuite
                    300, Washington, D.C. 20037Mark
                    Solomon
                
                
                President
                    and Director
                
                
                25,569,800
                
                
                3.76
                %901
                    South Federal HighwayFort
                    Lauderdale, Florida 22216Howard
                    B. Siegel
                
                
                Director
                
                
                6,450,000
                
                
                *
                %15902
                    South Barker LandingHouston,
                    Texas 77079Brian
                    Sorrentino
                
                
                CEO
                    and Director
                
                
                46,403,342
                
                
                6.82
                %PO
                    Box 484Damascus,
                    MD 20872Dale
                    Hill
                
                
                
                
                
                31,321,194
                
                
                4.60
                %5056
                    West grove DriveDallas,
                    Texas 75248All
                    Directors and ExecutiveOfficers
                    as a Group (4)
                
                
                
                
                
                116,164,336
                
                
                17.07
                %
 
 *
          Less
          than 1%.
 
 (1)
          Applicable percentage ownership is based on 680,608,196 shares of common
          stock
          outstanding as of April 7, 2008, together with securities exercisable or
          convertible into shares of common stock within 60 days of April 7, 2008
          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 7, 2008 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.
  **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, and in fiscal 2007 loaned another $268,473. As
          of
          December 31, 2007, the aggregate amount due to Mr. Sorrentino, including
          interest, is $765,787.
  18
  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.
 
 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 greater than 10% shareholder, director and
          an
          executive officer of our company, is a 10% shareholder in Tri State. Mark
          Solomon, who serves as a member of our Board of Directors and is a shareholder
          of our company also is a member of Tri-State. Dale Hill is a shareholder
          of our
          company and is also a member of Tri-State. Tri State is in the business
          of
          operating hair coloring salon units under the name of "HCX the haircolorxperts.”
The assets being negotiated by us include the exclusive right to the interest
          in
          the prototype HCX Salons located in Columbia Maryland and Washington, DC.
          On
          March 18, 2004, we entered into privately negotiated exchange agreements
          to
          exchange 355,000 restricted shares of its common stock for 8% of membership
          interests of Tri-State. In addition, from September 2004 through February
          2005,
          we entered into two purchase agreements whereby the Company purchased 3%
          of
          membership interests of Tri-State for $115,000. During the twelve months
          ended
          December 31, 2006, the Company purchased 454 Class “A” Preferred stock in
          Tristate .
 
 Until
          June 2007, 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.
  During
          the year end December 31, 2006, the Company loaned $44,977 to a related
          company.
          The note is unsecured and due on demand. We advanced a total of $44,977
          to Tri
          State Metro Territories LLC during 2006. Also, we wrote off this whole
          amount.
  **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 reference3.2
                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 reference3.3
                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 reference3.4
                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
  19
  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
                    reference4.3
                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
                    reference4.4
                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)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)4.15
                Securities
                    Purchase Agreement dated December 30, 2005 by and among the Company
                    and
                    Cornell Capital Partners, L.P. (2)4.16
                Form
                    of Secured Convertible Debenture dated December 30, 2005.
                    (2)4.17
                Form
                    of Stock Purchase Warrant dated December 30, 2005. (2)4.18
                Investor
                    Registration Rights Agreement dated December 30, 2005 by and
                    among the
                    Company and Cornell Capital Partners, L.P. (2)4.19
                Amended
                    and Restated Security Agreement dated December 30, 2005 by and
                    among the
                    Company and Cornell Capital Partners, L.P.
                    (2)
  20
 
 4.20
                Escrow
                    Agreement dated December 30, 2005 by and among the Company and
                    Cornell
                    Capital Partners, L.P. (2)4.21
                Termination
                    Agreement dated December 30, 2005 by and among the Company and
                    Cornell
                    Capital Partners, L.P. (2)4.22
                Amended
                    and Restated Securities Purchase Agreement dated as of February
                    3, 2006 by
                    and among the Company and Cornell Capital Partners, L.P.
                    (3).4.23
                Amended
                    and Restated Investor Registration Rights Agreement dated as
                    of February
                    3, 2006 by and among the Company and Cornell Capital Partners,
                    L.P.
                    (3).4.24
                Second
                    Amended and Restated Security Agreement dated as of February
                    3, 2006 by
                    and among the Company and Cornell Capital Partners, L.P.
                    (3).4.25
                Termination
                    Agreement dated as of February 3, 2006 by and among the Company
                    and
                    Cornell Capital Partners, L.P. (3).4.26
                Secured
                    Convertible Debenture with Cornell Capital Partners, L.P. dated
                    February
                    3, 2006 (3))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 reference10.2
                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
                    reference10.3
                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 reference10.4
                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) and14.1
                Code
                    of Ethics and Business Conduct for Officers, Directors and Employees
                    of
                    the Company.(1)31.1
                Certification
                    by the Acting 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 Acting 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.(2)
                Filed
                    as an exhibit to the Current Report on Form 8-K filed with the
                    Securities
                    and Exchange Commission on January 5, 2006.(3)
                Filed
                    as an exhibit to the Form SB-2 Registration Statement filed with
                    the
                    Securities and Exchange Commission on February 3,
                    2006.
  21
  **ITEM
          14.**  **PRINCIPAL
          ACCOUNTANTS FEES AND SERVICES**
  **AUDIT
          FEES**
  Audit
          fees consist of fees for professional services rendered for the audit of
          Syndication’s consolidated financial statements and review of financial
          statements included in Syndication’s quarterly reports and services normally
          provided by the independent auditor in connection with the statutory and
          regulatory filings or engagements. Those fees for fiscal year 2007 were
          about
          $33,000 and for fiscal year 2006 were about $39,000.
 
 **AUDIT
          RELATED FEES**
 
 For
          the
          fiscal years ended December 31, 2007 and 2006, there were no fees billed
          for the
          audit or review of the financial statements that are not reported
          above.
 
 **TAX
          FEES**
 
 For
          the
          fiscal years ended 2007 and 2006 the fees billed for tax compliance services
          and
          tax-planning advice provided were $-0-.
 
 **OTHER
          FEES**
 
 For
          the
          fiscal years ended 2007 and 2006 there were no other fees billed for services
          other than services described above.
  22
 
 **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,
          INC.**
 
 Dated: May
          2, 2008
  By:
                /s/
                    Brian SorrentinoBrian
                    SorrentinoActing
                    CEO and Principal Executive OfficerBy:
                /s/
                    Mark SolomonMark
                    SolomonPresidentBy:
                /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.
  SIGNATURE
                
                TITLE
                
                DATE/s/
                    Brian Sorrentino
                
                Acting
                    CEO and Director
                
                May
                    2, 2008Brian
                    Sorrentino/s/
                    Mrutyunjaya S. Chittavajhula.
                
                CFO
                    and Chief Accounting Officer
                
                May
                    2, 2008Mrutyunjaya
                    S. Chittavajhula./s/
                    Mark Solomon
                
                President
                    and Director
                
                May
                    2, 2008Mark
                    Solomon/s/
                    Howard B. Siegel
                
                Director
                
                May
                    2, 2008Howard
                    B. Siegel
  23