Syndication Inc (SYNJ)

Better Energy Concepts Inc.

XVI. Management's Discussion and Analysis or Plan of Operations
Better Energy Concepts Inc., operates as an energy consulting company in the United States
with a focus on the mid- Atlantic region. It acquires controlling interests in or participates in
the creation of those projects while providing financial, management, and technical support to
development stage businesses, primarily in the green energy industry.
Better Energy Concepts is a venture capital and consulting company which recently engaged
in the development of several conventional and renewable energy projects in South Carolina,
with the intent of positioning itself as an emerging energy business hub in the Mid-Southeast.
We facilitate joint venture projects through direct customers, regional environmental
engineering companies, and the government. The company assists energy industry target
companies in various areas, including the development and implementation of business
models and corporate infrastructure, such as management teams, qualified sales and
marketing departments, information technology, finance and business development; and the
management of rapid growth. It also assists target companies in evaluating, structuring, and
negotiating joint ventures, strategic alliances, joint marketing agreements and other corporate
transactions by providing advice relating to corporate finance, financial reporting, and
accounting operations. The Company currently identified 4 energy projects, which are in the
early stages of development. The total capital costs are estimated to be $620 mm are
proposed to be financed with project debt of $410 mm and equity of $210 mm (Pre-
development Equity of $10 mm). 
 
XVII. List of the securities offerings and shares issued for services in the last two years:
 
NONE; Aside from the transactions listed in the section XVIII.
XVIII. Material Contracts / Material Board and Executive Resolutions: In recent months the company
has entered into 4 material contracts and significant Board and Executive Resolutions that could
have the effect of materially influencing the asset and income/revenue status of the Company
Operations;
i.) 10/14/10; CEO ratifies an Executive Resolution to engage an SEC qualified Auditor and to
take necessary steps to upgrade the Companies listing to NASDQ OTC.BB. 
ii.) 11/17/10; CEO ratifies an Executive Resolution to enter into LOI for the purchase of 20,000
acres of oil properties in Ontario, Canada 
iii.) 12/17/10; CEO executes a Consulting Agreement with Syndication Inc. enlisting advice on
the Acquisition Development of 2 target companies and Structuring of the Company's Capital
Markets relating to those transactions. 
iv.) 12/18/10; CEO executes a Consulting Agreement charging him, (CEO, Briddle), with
responsibilities related Plant Operations Oversight for Sentinel Renewable Energy S.C. Inc.
v.) 12/22/10; CEO ratifies an Executive Resolution to establish the Company's renewable energy
subsidiary.
 

Subsequent Events; Post 12/31/2010; Material Contracts/Material Board and Executive Resolutions;
 
i.) 01/02/11; CEO ratifies an Executive Resolution to move forward with final terms for the
acquisition of a Texas Mineral Refinery Company.
ii.) 01/04/11; CEO executes a Stock Purchase Agreement, (SPA), for 20% of Sentinel Renewable
Energy, S.C., (SRE S.C.) in exchange for a $1,000,000 loan investment and 10% of the
Company's Common Stock.  
iii.) 01/04/11; CEO executes an agreement for a $1,000,000 dollar debt investment subject to
subject to strict oversight declarations of "Use of Proceeds" and draw down criteria 
agreement from SRE
iv.) 01/20/11; CEO ratifies an Executive Resolution granting Sentinel Renewable Energies S.C.
Inc. and its' Parent Company, Syndication Inc. the authority to officially disclose, at their
discretion, the terms of our Company's $1 Million Debt Investment into their Company, the
20% Purchase of SRE S.C., and the 2 Consulting Agreements, (the Capital Market and
Acquisition Structure Agreement and the SRE S.C. Inc., Plant Operations Oversight
Agreement). 

www.otcmarkets.com/stock/BEEN/financials

  LATEST NEWS:

NOTE 5- MATERIAL BOARD RESOLUTIONS; 5a - SUBSEQUENT EVENTS ITEM 1    4/4/11; Dividend Postponement and Transfer Agent Terms Modification;

On March 31st, 2011 the Board was informed by its transfer agent (TA), that their failure to properly file the dividend issuance notification with FINRA, would require the Company to delay its March 31st, 2011 dividend. As a result on April 4th, 2011 the Board passed a resolution charging the CEO with the responsibility of re-negotiating its entire TA service agreement. It was decided that the appointment of the next Record Date would be delayed until the TA agreement was settled. If unsuccessful, he was ordered to switch to one of the TA's aggressively pursuing the Company's business. It was resolved that the adjusted terms would need to include the fee structure for each specific dividend issuance, monthly non- transactional service fees, the dividend certificate re-issuance and restriction lift program and a "quality of service" commitment. Previous resolutions declared that the Company would adhere to a strict but, expensive dividend issuance schedule that called for a total of 8 dividends in 2011 alone. The feasibility of the program will rest essentially on the transfer agent expense. In order to reward our long term shareholders for their loyalty while we, as a company negotiate the recent adverse challenges facing our business plan we intend to provide significant percentage ownership to our shareholders by way of our dividend system.
For update See Item 4 Date 5/16/11;
 

ITEM 2 4/16/11; $596,000 Escrow Funds;

The Company was informed on March 22, 2011 by its legal counsel that the International Fraud Investigation Division of HSBC has provided testimony by way of affidavit indicating that the $5 million SBLC provided to Syndication by Capital Assets Holding Co. drawn off the HSBC Bank of London was in fact a counterfeit document. Further testimony and discovery provided under oath by the Defendant John Mulvana revealed that he had been provided and relied upon, what have now been identified as fraudulently fabricated company minutes bearing the forged signatures of the Company's officers authorizing the release of the Company's escrowed funds.
It has been the Boards strategy and the advice of counsel to focus first on getting our escrowed funds returned. It was decided that to achieve this goal the best strategy would be to pursue the escrow attorney Maulvana alone, and then prosecute the other parties afterwards.
The company is highly confident that it will prevail in these matters and passed resolutions authorizing the CEO, after the escrowed funds were returned, to immediately prosecute at his discretion and to the fullest extent of the law, any and all additional responsible persons.
See section, 5a Subsequent Events; ITEM 2 for update;
 

ITEM 3 4/28/11; Board Approves/Accepts Increased Line of Credit Loan from Related;

On April 24th, 2011 an affiliated officer Invested / loaned an additional $74,000 in cash for working capital to the company, increasing the total amount owed by the company on his lineof credit to $707,359. The investor / lender, received 750 million shares of restricted common stock as a partial payment on accrued interest and incentive for the increased investment / loan.
 

ITEM 4 5/16/11; Board Settles on Re-negotiated Terms of Transfer Agent Service Agreement;

On April 4th, 2011 the Board passed a resolution charging the CEO with the responsibility of re-negotiating its entire TA service agreement. On May 16th, 2011 the board executed multiple agreements that together completely revised our Transfer Agent Service Agreement and initiated a number of new agreements designed to provide low cost flat fee services for our shareholders to lift 144 restrictions on their dividend shares. The adjusted terms included a flat fee structure for each specific dividend issuance, a waiver of all monthly non- transactional service fees, the establishment of a "dividend certificate re-issuance and restriction lift program" and Blanket Legal Opinion's for each specific dividend issued under the program.
 

ITEM 5 6/1/11; Dividend Program Tab; Board Approves Up-date's of the Company's Web Site;

On 6/1/11 the Board approved various updates and activated the new "Dividend Program" tab on the Company's web site. The new tab was designed to provide instructions to the shareholders that wish to use the Dividend Program to have the 144 restriction lifted from the dividend shares held for a period of 1 year. As part of the re-negotiated TA services agreement the company is now able to provide a new certificate and legal opinion without a restrictive legend for a cost of $50 plus shipping.
 

ITEM 6 6/15/11; Warehouse;

On 3/22/11 our investment oversight committee consisting of representatives of Syndication Inc. and Better Environment Concepts Inc. (BECI, the Company's investor/financer), concluded that the cost of the warehouse with the required roof replacement was exceedingly overpriced and financing under such conditions was declined. However, the committee did pass a motion to approve a counter offer of $175,000.00 "as is" for the purchase of the foreclosed warehouse property and instructed the CEO to begin appraising alternative prospect properties. On 6/15/11 the CEO reported that he had identified a number of potential properties and with the Board anticipating the release of cash reserves being held in escrow, requested approval to move forward with bids. He further, requested that the bidding process be coordinated with the BECI oversight funding committee and the resolution was passed.
 

ITEM 7 6/25/11; Board Authorizes CEO to Re-Declare and Schedule the 3/31/11 Postponed Dividend and Record Date;

On 6/25/11 the Board considered the TA issue closed and passed resolutions charging the CEO with the responsibility of re-declaring the dividend that was delayed on March 31st, 2011 and its associated "Record Date". The issuance will include a 1/2% Restricted Common Stock Dividend of the Company's .0001 Par value Common and a 25% distribution of the Company's 9% holdings in Better Environment Concepts Inc., BEEN.PK trading on the Pink Sheets OTCBB. "Combo Dividend"
See section 5a Subsequent Events, ITEM 3 for update; 12
 

ITEM 8 6/25/11; 2% Forward Split; Board Authorizes the CEO to Declare a 2% Forward Split of SYNJ Tradable Common;

On 6/25/11 the Board authorized the CEO to perfect a 2% forward split approximately 15 days following the Record Date of the next Combo Dividend (outlined in Item 8). This will be done as a "Re-valuation Corporate Action" allowing shareholders holding tradable securities to receive additional tradable securities in an amount equivalent to 2% of their current position. It is the intent of the Board to use this re-valuation method as a way to issue tradable securities as a dividend to its shareholders.
See section 5a Subsequent Events, ITEM 3 for update;
 

ITEM 9 6/29/11; Board Authorizes the CEO to Pursue New Consulting Agreement;

In June 2011 the company was approached by a reporting oil and gas corporation trading OTC.BB with request for consulting assistance. The prospect client company is seeking consulting assistance for the development of their stock trading market, financing, acquisition of targeted assets and the development of Australian assets they currently control. In the event that Syndication executes the consulting agreement the Board declared that the proposed 10% common stock ownership position tendered as part of the overall compensation package should be included in the 2012, 1st Quarter dividend distribution.
 

NOTE 5a - SUBSEQUENT EVENTS; ITEM 1; 8/5/11; Wakabayashi Fund LLC.,

On August 5th 2011 the Board approved the CEO's request to engage the Wakabayashi Fund LLC., for financing and Investor Relations. Early in the 3rd Quarter 2011 the CEO reported that Wakabayashi would like Syndication to consider them for a private placement investment (PPM), and IR services for our Sentinel Renewable Energy project in South Carolina. The broad strokes of the arrangement call for an issuance of restricted common stock, amount to be determined, and 7% of the cash value of their investment for placement and settlement fees. Wakabayashi is a private equity firm with offices in Tokyo, Japan and New York, NY., that provide corporate capital and investor relations services for various companies in renewable energies, among other industry sectors. The Board authorized the CEO to take the necessary actions required to engage the fund.
 

ITEM 2; 9/25/11; Pursuit of Damages, Legal Fees;

On September 25th 2011 the Board passed a resolution recognizing that the Superior Court of California, Orange County, had now returned all of the Companies interpleaded escrow funds being held under its control. The Board then authorized the CEO to redirect the focus the Companies prosecution on recovering damages related to lost market valuation and legal fees. He was also granted the authorization to continue working with the Federal and State Authorities in their pursuit of criminal prosecution. The Board recognized that the pursuit of the escrow money was only the first part of the prosecutorial process and on the advice of counsel it was determined that the Company should first focus on recovering it's escrow money, which has been achieved, and then seek restitution from the actual perpetrators' of the act by way of both criminal and civil prosecution.
 

ITEM 3; 9/30/11 Corporate Actions; Tracy Law Firm;

On September 30th, 2011 the Board approved the request of the CEO to engage the Tracy Law firm to handle various "Corporate Action" filings required by FINRA to effect among other actions, a 2% forward Split and Dividend of the Company's holdings in Better Environment Concepts Inc. He was authorized to release news on these events on counsel approval.