SYDYS CORP - FORM 10-Q - October 28, 2010

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - SYDYS CORP	ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - SYDYS CORP	ex32-1.htm

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended:

June 30, 2010

o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____ to _____

Commission file number: 000-51727

SYDYS CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	98-0418961
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

7 Orchard Lane

Lebanon, NJ 08833

(Address of Principal Executive Offices)

(908) 236-9885

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. o Yes x No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in rule 12b-2 of the Exchange Act.

Large Accelerated Filer o Accelerated Filer o

Non-Accelerated Filer o Smaller Reporting Company x

(do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). x Yes o No

As of October 28, 2010, there were 21,777,665 shares issued and outstanding of the issuer's common stock, $.001 par value per share.

TABLE OF CONTENTS

SYDYS CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2010

	Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)	3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	8

Item 4T. Controls and Procedures	9

PART II - OTHER INFORMATION

Item 6. Exhibits	10

Signatures	11

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

SYDYS CORPORATION

(A Development Stage Company)

Condensed Balance Sheets

	June 30,		September 30,
	2010		2009
	(Unaudited)
ASSETS

Current Assets
Cash and cash equivalents	$	186	$	186

Total Current Assets	$	186	$	186


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued expenses	$	146,270	$	80,661
Note payable		3,300		3,300

Total Current Liabilities		149,570		83,961

Commitments and Contingencies

Stockholders’ Deficit
Common stock; $.001 par value; 33,333,333 shares authorized; and
21,777,665 issued and outstanding at June 30, 2010 and September 30, 2009, respectively		21,778		21,778
Additional paid-in capital		872,502		872,502
Deficit accumulated in the development stage		(1,043,664)		(978,055)

Total Stockholders’ Deficit		(149,384)		(83,775)

	$	186	$	186

See notes to these condensed financial statements.

SYDYS CORPORATION

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

											February 9,
											2004
	Three Months Ended					Nine Months Ended					(Inception) to
	June 30,					June 30,					June 30,
	2010		2009			2010		2009			2010

Revenues	$	-	$	-		$	-	$	-		$	210

Costs of Goods Sold		-		-			-		-			150

Gross Profit		-		-			-		-			60

Operating Expenses
Accounting and legal fees		9,750		7,092			31,666		30,289			486,845
Consulting fees – related party		-		-			-		-			8,349
Consulting fees		9,000		9,000			27,000		27,000			143,500
Share based compensation		-		-			-		-			226,900
Bad debt expense		-		-			-		-			125,000
General and administrative		2,225		4,136			6,943		12,086			63,808

Total Operating Expenses		20,975		20,228			65,609		69,375			1,054,402

Loss From Operations		(20,975)		(20,228	)		(65,609)		(69,375	)		(1,054,342)

Interest income		-		-			-		-			10,678

Net Loss to Common Stockholders	$	(20,975)	$	(20,228	)	$	(65,609)	$	(69,375	)	$	(1,043,664)

Basic and Diluted Loss per Common Share	$	(0.00)	$	(0.00	)	$	(0.00)	$	(0.00	)	$	(0.06)

Basic and Diluted Weighted Average Number of Common Shares Outstanding		21,777,665		21,777,665			21,777,665		21,777,665			18,676,933

See notes to these condensed financial statements.

SYDYS CORPORATION

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

						February 9, 2004
	Nine Months Ended June 30,					(Inception) to
	2010		2009			June 30, 2010

Net Cash Used in Operating Activities	$	-	$	(32,908	)	$	(553,414)

Cash Flows from Investing Activities
Collection on note receivable		-		-			1,010,000
Loan made under notes receivable		-		-			(1,135,000)

Net Cash Used in Investing Activities		-		-			(125,000)

Cash Flows from Financing Activities
Proceeds from note payable		-		-			4,300
Proceeds from note payable - related party		-		-			1,547
Repayment of note payable		-		-			(1,000)
Repayment of note payable – related party		-		-			(1,547)
Issuance of common stock, net of offering costs		-		-			908,440
Cancellation of common stock, net of refunded offering costs		-		-			(233,140	)

Net Cash Provided by Financing Activities		-		-			678,600

Net (Decrease) Increase in Cash and Cash Equivalents		-		(32,908	)		186

Cash and Cash Equivalents, Beginning of Period		186		33,068			-

Cash and Cash Equivalents, End of Period	$	186	$	160		$	186

See notes to these condensed financial statements.

SYDYS CORPORATION

(A Development Stage Company)

Notes to Unaudited Condensed Financial Statements

NOTE 1 - BASIS OF PRESENTATION

The unaudited condensed financial statements included herein have been prepared by Sydys Corporation (the "Company", or “Sydys), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly present such information. All such adjustments are of a normal recurring nature. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), have been condensed or omitted pursuant to such rules and regulations.

These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report for the fiscal year ended September 30, 2009 in Form 10-K filed with the Securities and Exchange Commission. The results of operations for interim periods are not necessarily indicative of the results for any subsequent quarter or the entire fiscal year ending September 30, 2010.

For comparability purposes, certain figures for the prior periods have been reclassified where appropriate to conform to the financial statement presentation used in current reporting period. These reclassifications had no effect on reported net loss.

NOTE 2 - DESCRIPTION OF BUSINESS

Sydys Corporation is a Nevada corporation incorporated on February 9, 2004 and based in Lebanon, New Jersey. The Company's fiscal year end is September 30.

The Company was formed for the purpose of engaging in the on-line advertising business. The Company has been unable to execute its business plan, and has exited the online advertising business. The Company is now considered a shell corporation under applicable rules of the Securities Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended.

On May 10, 2006, the Company's former management team and board of directors resigned and sold all of their shares of common stock to Kenneth Koock, the sole executive officer and a director of the Company, which resulted in a change of control.

On August 25, 2008, the Company received the resignation of both Darren Breitkreuz and Alan Stier. The board now consists of Kenneth J. Koock and Scotty D. Cook.

NOTE 3 - GOING CONCERN

The Company is in the development stage and has incurred losses since its inception. As of June 30, 2010, the Company had $186 of cash and a deficit accumulated in the development stage of $1,043,664. There are no assurances the Company will receive funding necessary to implement its business plan or acquire a business venture or operating company. This raises substantial doubt about the ability of the Company to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon raising capital through debt and equity financing on terms desirable to the Company. If the Company is unable to obtain additional funds when they are required or if the funds cannot be obtained on terms favorable to the Company, the Company may, in the extreme situation cease operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SYDYS CORPORATION

(A Development Stage Company)

Notes to Unaudited Condensed Financial Statements

NOTE 4 - CAPITAL STOCK

Authorized Stock

The Company was originally authorized to issue 100,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. On April 16, 2007, the Company effected a one-for-three reverse split of its common stock. As a result of the reverse split, there are 33,333,333 shares of common stock authorized for issuance. The financial statements of the Company have reflected the reverse split as if it occurred at the date of inception.

NOTE 5 - RELATED PARTY TRANSACTION

For the nine months ended June 30, 2010, the Company incurred rent expense of $5,175 for office space provided by its sole officer.

NOTE 6 - SUBSEQUENT EVENTS

During the months of August through October 2010 the Company issued promissory notes to three separate lenders in exchange for $31,500 total. The proceeds from the issuance of the notes was used to pay professional and general and administrative expenses.

FORWARD-LOOKING STATEMENTS

The information contained in this report on Form 10-Q and in other public statements by the Company and Company officers or directors includes or may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs and plans and objective of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “project,” “estimate,” “anticipate,” or “believe” or the negative thereof or any variation thereon or similar terminology.

Such forward-looking statements are made based on management's beliefs, as well as assumptions made by, and information currently available to, management pursuant to the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause the Company's actual results, events or financial positions to differ materially from those included within the forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the availability of capital resources, our ability to identify a suitable operating company to acquire and complete an acquisition of such a company, changes in the securities or capital markets, and other factors disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2009 filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances after the date made, changes in internal estimates or expectations, or the occurrence of unanticipated events.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation

Unless otherwise indicated or the context otherwise requires, all references to “Sydys Corporation,” the “Company,” “we,” “us” or “our” and similar terms refer to Sydys Corporation and its subsidiaries.

The following Management’s Discussion and Analysis is intended to assist the reader in understanding our results of operations and financial condition. Management’s Discussion and Analysis is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto included above in Item 1 of Part I of this report.

Overview

We were formed in February 2004 for the purpose of engaging in on-line advertising business. Having been unable to execute our business plan, we have exited this business and are, therefore, considered a shell company under applicable rules of the Securities and Exchange Commission (the “SEC”), promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In that regard, we are actively seeking to complete a business combination with an operating company.

We have limited cash resources, have incurred losses since inception, and have been unable to execute our business plan. We will need to raise funds during the next twelve months to execute our business plan to acquire an operating company. In order to continue operations, we must continue to raise the capital necessary to fund our activities and our long-term viability and growth will ultimately depend upon acquiring a successful operating company, as to which there can be no assurance.

Plan to Acquire an Operating Company

Our current business plan consists solely of identifying and acquiring a suitable operating company and compliance with our reporting obligations under federal securities laws.

We anticipate that the selection of a business combination will be complex and subject to substantial risk. Based on general economic conditions, technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking access to the capital markets and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to incentivize key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Unless we acquire an operating company, we do not expect to retain any additional personnel, incur any capital expenditures, or incur any research and development expenses.

Our ability to generate future revenue and earnings is dependent on identifying and acquiring an operating company. Although we have evaluated potential acquisition targets and engaged in general discussions and due diligence activities regarding the acquisition of an operating company, we have not entered into any agreement to acquire an operating company. There can be no assurance that we will be able to identify an acceptable operating company, complete an acquisition, or that any business we acquire will generate profits or increase the value of the Company.

Results of Operations

We currently have no operations. Our results of operations consists solely of operating expenses. We incurred a net loss of $20,975 for the three months ended June 30, 2010 as compared to a net loss of $20,228 for the three months ended June 30, 2009. The increase in net loss was due primarily to an increase in accounting and legal fees. We incurred a net loss of $65,609 for the nine months ended June 30, 2010 as compared to a net loss of $69,375 for the nine months ended June 30, 2009. The decrease in net loss was due to a decrease in legal and accounting fees and general and administrative expenses.

We do not generate any revenue and do not expect to generate any future revenue unless we acquire an operating company.

Liquidity and Capital Resources

We do not currently maintain a line of credit or term loan with any commercial bank or other financial institution. To date, our capital needs have been principally met through the receipt of proceeds from sales of our equity. Unless we acquire an operating company, we do not expect to incur any material capital expenditures during the next twelve months nor do we expect to hire additional employees.

On September 9, 2009, Alan Stier, a shareholder of the Company, loaned to us an amount of $3,300 pursuant to a convertible promissory note (the “Note”). The Note accrues interest at an annual rate of 6%. The note is payable in full on the earlier of (1) the completion of a 1:15 reverse split of the Company’s common stock and the completion of an equity financing of the Company’s securities of a minimum amount of $100,000, or (2) one year from the date of the Note. The Note has not been paid and is in default. To date, Mr. Stier has not demanded payment.

As of June 30, 2010, we had cash resources of approximately $186. Our activities consist solely of identifying a suitable operating company to acquire and complying with our obligations under federal securities laws. We believe that our current cash resources will not be sufficient to fund operations for the next twelve months. In the event that we identify a suitable operating company to acquire, we expect that we will need to raise additional capital to complete such a transaction and to satisfy the working capital or operational requirements of any company we acquire. We expect that any additional capital required will be obtained through sales of our debt or equity securities. The sale of additional equity securities will result in additional dilution to our stockholders. In the event we have to issue additional debt, we would incur increased interest expenses and could be subject to covenants that may have the effect of restricting our operations. We have no commitment for any of the additional financing necessary to execute our business plan and we can provide no assurance that such financing will be available in an amount or on terms acceptable to us, if at all. If we are unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms favorable to us, we may not be able to complete the acquisition of an operating company, may not have enough funds to execute the business plan of any company that we do acquire, and in the extreme case, may be required to terminate operations and liquidate the Company.

Off-Balance Sheet Arrangements

As of June 30, 2010, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which had been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Item 4T. Controls and Procedures

An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) was carried out by us under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2010, our disclosure controls and procedures were effective to ensure (i) that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, in order to allow timely decisions regarding required disclosure.

There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) that occurred during the fiscal quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 6. Exhibits

The following exhibits are included herein:

Exhibit No.	Exhibit

31.1	Certification of Chief Executive Officer and Chief Financial Officer of the Company required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

32.1	Certification of Chief Executive Officer and Chief Financial Officer of the Company required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended

SIGNATURES

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

Sydys Corporation


Date: October 28, 2010	/s/ Kenneth J. Koock
	Kenneth J. Koock
	Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description

31.1	Certification of Chief Executive Officer and Chief Financial Officer of the Company required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

32.1	Certification of Chief Executive Officer and Chief Financial Officer of the Company required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended

Attached files

SYDYS CORP Reports

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