SCHEDULE 14C INFORMATION


     Information  Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934 (Amendment No. )

Check the appropriate box:

[ ]  Preliminary Information Statement

[ ]  Confidential,  for Use of the  Commission  Only  (as  permitted  by Rule
     14c-5(d)(2))

[X]  Definitive Information Statement


                                SyCoNet.Com, Inc.
                  (Name of Registrant as Specified in Charter)

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          applies:______________________________________________________________

     (2)  Aggregate number of securities to which transaction applies:
          ______________________________________________________________________

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          pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):____________
          ______________________________________________________________________

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          ______________________________________________________________________

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[ ]  Check box if any part of the fee is offset as provided  by  Exchange  Act
     Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was
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                                SYCONET.COM, INC.
                                9105C Owens Drive
                               Manassas, VA 20111
                                 (703) 366-3900


                              INFORMATION STATEMENT

                        WE ARE NOT ASKING YOU FOR A PROXY
                  AND YOU ARE REQUESTED NOT TO SEND US A PROXY


                                  INTRODUCTION

     This  Information  Statement  is being  furnished  to the  stockholders  of
SyCoNet.Com, Inc., a Delaware corporation (the "Company"), as of March 28, 2000,
in connection with the approval of an amendment to the Company's  Certificate of
Incorporation  (the  "Amendment")  by the  written  consent of the  holders of a
majority in interest of the Company's outstanding Common Stock ("Common Stock"),
being the Company's  sole voting  capital  stock,  increasing  the number of the
Company's  authorized  Common Stock from fourteen  million five hundred thousand
(14,500,000)  to eighty-five  million  (85,000,000)  shares,  and increasing the
number of the Company's  authorized  Preferred Stock from five hundred  thousand
(500,000) to one million (1,000,000) shares. The Amendment,  which the Company's
Board of Directors unanimously found advisable, will be filed with the Secretary
of the State of Delaware and will become  effective on or about 20 calendar days
from the date of this Information Statement.

     If the  Amendment  was not adopted by written  consent,  it would have been
required  to  be  considered  by  the  Company's   stockholders   at  a  special
stockholders  meeting  convened  for  the  specific  purpose  of  approving  the
Amendment or at an annual stockholders  meeting. The elimination of the need for
such a  stockholders  meeting is made  possible by Section  228 of the  Delaware
General  Corporation Law (the "Delaware  Law"),  which provides that substituted
for such a

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stockholders  meeting may be the written  consent of the holders of  outstanding
stock  having not less than the minimum  number of votes that would be necessary
to  authorize  or take such action at a meeting at which all shares  entitled to
vote  thereon  were  present and voted.  Pursuant to Section 242 of the Delaware
Law, a  majority  of the  outstanding  stock  entitled  to vote  thereon,  and a
majority  of the  outstanding  stock of each  class of  stock  entitled  to vote
thereon as a class,  is required in order to amend the Company's  Certificate of
Incorporation.  In order to eliminate  the costs and time  involved in holding a
special  meeting  and in order to effect the  Amendment  as early as possible in
order to  accomplish  the  purposes of the Company as hereafter  described,  the
Company  elected to seek the  written  consent of the  holders of a majority  in
interest of its voting capital stock.

     The Company is authorized to issue up to 14,500,000  shares of Common Stock
and 500,000  shares of  Preferred  Stock.  The Common Stock is the sole class of
issued and  outstanding  stock of the  Company,  and each share of Common  Stock
entitles  the  holder   thereof  to  one  vote  on  all  matters   submitted  to
stockholders.  Stockholder  approval of the  Amendment  therefore  requires  the
written consent of the holders of a majority of the outstanding Common Stock. At
March  28,  2000,  there  were  12,834,958  shares of Common  Stock  issued  and
outstanding and 90 holders of record of Common Stock. By written consent in lieu
of  meeting,  holders  of an  aggregate  of  6,501,256  shares of Common  Stock,
representing  approximately  51% of the outstanding  voting power,  approved the
Amendment.

     Under applicable  federal securities laws, the Amendment cannot be effected
until at least 20  calendar  days after this  Information  Statement  is sent or
given to the stockholders of the Company.  The approximate date this Information
Statement is first being sent or given to stockholders is May 27, 2000.

AMENDMENT OF CERTIFICATE OF INCORPORATION

     In March 2000, the Board of Directors of the Company declared  advisable an
amendment  to  Article  Fourth of the  Company's  Certificate  of  Incorporation
increasing  the number of  authorized  shares of (1) Common Stock from  fourteen
million five hundred thousand  (14,500,000) to eighty-five million  (85,000,000)
shares,  par value $.0001,  and (2) Preferred  Stock from five hundred  thousand
(500,000) to one million (1,000,000) shares, par value $.0001. The complete text
of the proposed amendment to the


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Company's  Certificate  of  Incorporation  is set forth as  Exhibit  "A" to this
Information Statement.

     By written  consent in lieu of a meeting,  stockholders  owning as of March
28, 2000, a majority of the outstanding Common Stock approved the Amendment.

EFFECT OF THE AMENDMENT

     After the Amendment  becomes  effective,  the Company will have  authorized
eighty-five  million  (85,000,000)  shares  of  Common  Stock  and  one  million
(1,000,000)  shares of Preferred Stock. This change does not effect the relative
rights or privileges of the holders of the currently  outstanding  Common Stock,
and the newly authorized shares of Common and Preferred Stock will have the same
rights as the presently authorized shares of Common and Preferred Stock.

     There can be no  assurances,  nor can the Board of Directors of the Company
predict,  what  effect,  if any,  the  increase in  authorized  Common Stock and
Preferred Stock will have on the market price of the Company's Common Stock.

     Under Delaware law,  stockholders are not entitled to dissenters' rights of
appraisal as a result of the Amendment.

REASON FOR THE AMENDMENT

     In  unanimously  recommending  the  Amendment,  the Board of Directors  was
principally  influenced by the Company's need (1) to have  available  sufficient
Common Stock to perform its commitments to issue a substantial  number of shares
of Common  Stock  pursuant to  outstanding  stock  options,  its  December  1999
$2,000,000  Funding  Agreement with Alliance  Equities,  Inc.  ("Alliance")  and
Alliance's  related  600,000  share Common Stock  Purchase  Warrant and (2) have
available sufficient additional authorized capital stock to give the Company the
capability to (a) raise the substantial additional capital it currently requires
to maintain  its  operations  and  implement  its business  plan (the  Company's
principal  source of funding since its inception has been private  placements of
equity


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securities),  (b)  make  acquisitions  and  (c)  attract  and  retain  qualified
personnel by offering stock options.


Manassas, Virginia                          By Order of the Board of Directors
May 27, 2000

                              By: /s/ Sy Robert Picon
                                  ---------------------------------------------
                                      Sy Robert Picon
                                      Chief Executive Officer


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                                                                     EXHIBIT "A"


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                SYCONET.COM, INC.


               (under Section 242 of the General Corporation Law)


     The  undersigned  corporation,   in  order  to  amend  its  Certificate  of
Incorporation, hereby certifies as follows:

FIRST:   The name of the corporation is: SYCONET.COM, INC.

SECOND:  The  corporation  hereby amends its  Certificate  of  Incorporation  as
follows:

     Paragraph  FOURTH of the  Certificate  of  Incorporation,  relating  to the
     Corporation's authorized shares of capital stock, is hereby amended to read
     as follows:

          "FOURTH:  The aggregate  number of shares which the Corporation  shall
          have authority to issue is eighty-six million  (86,000,000) shares, of
          which  eighty-five  million  (85,000,000)  shares shall be  designated
          common  stock and shall  have a par value of $.0001  per share and one
          million  (1,000,000)  shares shall be designated  preferred  stock and
          shall have a par value of $.0001 per share.

THIRD:  The amendment  effected  herein was authorized by written consent of the
holders  of a majority  of the  outstanding  shares  entitled  to vote  thereon;
written  notice of this  corporate  action  has been  given to all  stockholders
entitled to vote thereon who did not consent in writing to such action  pursuant
to Sections 228 and 242 of the General Corporation Law of the State of Delaware.




     IN WITNESS WHEREOF,  I hereunto sign my name and affirm that the statements
made  herein  are true  under  the  penalties  of  perjury,  this  _____  day of
_________, 2000.




                                              /s/ Sy R. Picon
                                              ----------------------------------
                                              Sy R. Picon
                                              President and
                                              Chief Executive Officer



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