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EX-32.2 - Trex Acquisition Corp.ex32-2.txt
EX-31.1 - Trex Acquisition Corp.ex31-1.txt
EX-32.1 - Trex Acquisition Corp.ex32-1.txt
EX-31.2 - Trex Acquisition Corp.ex31-2.txt

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

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

                  For the quarterly period ended March 31 2012

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

           For the transition period from ___________ to ____________

                         COMMISSION FILE NO. 333-152551


                               SYNC2 NETWORKS CORP
                 (Name of small business issuer in its charter)

           Nevada                                                26-1754034
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                        5836 South Pecos Road, Suite 112
                               Las Vegas, NV 89120
                    (Address of principal executive offices)

                                 1-778-707-3625
                           (Issuer's telephone number)

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                       Common Stock, $0.001 each par value
                                (Title of Class)

Indicate by checkmark whether the issuer: (1) has 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 requirements for the past 90
days. Yes [X] No[ ]

Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years. N/A

Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:

       Class                                      Outstanding as of May 14, 2012
       -----                                      ------------------------------
Common Stock, $0.001                                       103,046,175

PART I -- FINANCIAL INFORMATION The accompanying interim unaudited financial statements Sync2 Networks Corp. (a Nevada corporation) are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the Company's most recent annual financial statements for the year ended June 30, 2011 included in a Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on September 26, 2011. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim financial statements for the nine months ended March 31, 2012 are not necessarily indicative of the operating results that may be expected for the full year ending June 30, 2012. 2
Sync2 Networks Corp (A Development Stage Company) Balance Sheets March 31, June 30, 2012 2011 ------------ ------------ (Unaudited) ASSETS CURRENT ASSETS Cash $ -- $ -- Accounts receivable -- -- ------------ ------------ TOTAL CURRENT ASSETS -- -- FIXED ASSETS (see Note 1) -- -- ------------ ------------ TOTAL ASSETS $ -- $ -- ============ ============ LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) CURRENT LIABILITES Accounts payable $ 490,063 $ 450,063 Due to related parties 1,030,071 975,071 ------------ ------------ TOTAL CURRENT LIABILITIES 1,520,134 1,425,134 ------------ ------------ TOTAL LIABILITIES 1,520,134 1,425,134 ------------ ------------ STOCKHOLDERS' EQUITY (DEFICIT) Common stock (see Note 1) Authorized: 150,000,000 : par value $0.001 per share Issued: 103,046,175 as of Mar 31, 2012 103,046 103,046 103,046,175 as of June 30, 2011 Additional paid-in capital 609,301 609,301 Other Comprehensive (705,714) (705,714) Accumulated Deficit (1,526,767) (1,526,767) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (1,520,134) (1,425,134) ------------ ------------ TOTAL LIABILTIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ -- $ -- ============ ============ The accompanying notes are an integral part of these financial statements 3
Sync2 Networks Corp (A Development Stage Company) Statements of Operations for the nine months ended March 31, 2012 and 2011 and for the period from January 16, 2008 (date of inception) to March 31, 2012 Cumulative results of operations from Three Months Three Months Nine months Nine months the date of ended ended ended ended inception to March 31, March 31, March 31, March 31, March 31, 2012 2011 2012 2011 2012 ------------ ------------ ------------ ------------ ------------ REVENUES $ -- $ -- $ -- $ -- $ 556,774 ------------ ------------ ------------ ------------ ------------ Salaries and benefits -- -- -- -- 693,176 Rent -- -- -- -- 199,621 Marketing -- 86,000 15,000 96,000 157,451 Foreign exchange -- -- -- -- 17,386 Amortization -- -- -- -- 217,482 Transfer agent fees 500 22,361 500 48,940 74,776 Administration fees -- -- -- -- 182,083 Professional fees 19,500 78,500 79,500 137,000 283,860 Management fees -- -- -- -- 189,997 Financial Consulting -- -- -- -- 49,450 Travel/Meals and Lodging -- -- -- -- 10,448 Bad Debts -- -- -- 36,202 36,202 General and Administration -- 33,846 -- 44,894 209,195 ------------ ------------ ------------ ------------ ------------ TOTAL OPERATING COSTS 20,000 220,707 95,000 362,206 2,321,127 ------------ ------------ ------------ ------------ ------------ Loss from operations before taxes (20,000) (220,707) (95,000) (362,206) (1,764,353) Writeoff of good will) -- -- -- -- 468,128 Income tax expense -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ NET LOSS FOR THE PERIOD $ (20,000) $ (220,707) $ (95,000) $ (362,206) $ (2,232,481) ============ ============ ============ ============ ============ BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 103,046,175 103,046,175 103,046,175 103,046,175 ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements 4
Sync2 Networks Corp (A Development Stage Company) Statements of Cash Flows for the Nine Months Ended March 31, 2012 and 2011 and for the period from January 16, 2008 (date of inceptio ) to March 31, 2012 Cumulative results of operations from Nine months Nine months the date of ended ended inception to March 31, March 31, March 31, 2012 2011 2012 ------------ ------------ ------------ OPERATING ACTIVITIES Net loss $ (95,000) $ (362,206) $ (2,232,481) Adjustments to reconcile net loss to net cash used in operating activities: Non cash expense - Amortization -- -- -- - Foreign exchange -- -- -- - Write-off subsidiary -- -- -- Increase (decrease) in deferred revenue -- -- -- (Increase) in accounts receivable -- 36,202 -- (Increase) decrease in work in process -- -- -- Increase (decrease) in accounts payable 40,000 130,004 490,063 Increase (decrease) in due to related parties 50,000 196,000 1,030,071 ------------ ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES -- -- (712,347) ------------ ------------ ------------ INVESTING ACTIVITIES Fixed assets -- -- -- Goodwill -- -- -- ------------ ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES -- -- -- ------------ ------------ ------------ FINANCING ACTIVITIES Proceeds from sale of common stock -- -- 103,046 (Decease) in due to related parties -- -- 609,301 ------------ ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 712,347 ------------ ------------ ------------ EFFECT OF FOREIGN EXCHANGE ON CASH -- -- -- ------------ ------------ ------------ NET INCREASE (DECREASE) IN CASH -- -- -- CASH, BEGINNING OF PERIOD -- -- -- ------------ ------------ ------------ CASH, END OF PERIOD $ -- $ -- $ -- ============ ============ ============ SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH FINANCING ACTIVITIES: Interest paid $ -- $ -- $ -- Income taxes paid $ -- $ -- $ -- Common stock issued for services $ -- $ -- $ -- The accompanying notes are an integral part of these financial statements 5
Sync2 Networks Corp (A Development Stage Company) Notes to the Financial Statements March 31, 2012 (Unaudited) 1. BASIS OF PRESENTATION, NATURE OF BUSINESS AND ORGANIZATION Sync2 Networks Corp (the "Company") was formed on January 16, 2008 in the State of Nevada under the name Plethora Resources, Inc. as a development stage company. Effective May 14, 2009 the Company changed its name to Sync2 Networks Corp. On February 1, 2009 Sync2 Agency Ltd (a wholly owned subsidiary of Sync2 International Ltd) purchased the business, assets and assumed all the accounts payable (debts) of DEVELIN eBUSINESS ARCHITECTS INC On June 25, 2009 the Company purchased the assets and business of Sync2 International Ltd. in exchange for the assumption of all outstanding debts of Sync2 Agency Ltd. ("Agency") a wholly owned subsidiary of Sync2 International Ltd., a web development and and marketing company. The purchase price was $643,585 for identifiable assets having a book value of $142,088 and goodwill of $501,497. The Company's business plan was to be an interactive marketing firm that designs, builds, implements and optimizes strategic interactive web networks and internet marketing programs that acquire, convert and retain customers for clients. On December 15, 2009 the directors and management shut-down the operations of Sync2 Agency Ltd because of recurring monthly operating losses ,wrote-off the assets as the landlord had garnisheed the assets ,accounts receivable were not collectable and goodwill was worth nil. For the period from inception, January 16, 2008 through March 31, 2012 the Company has accumulated losses of $2,232,481. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. b) Going Concern The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $2,232,481 as of March 31, 2012 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. 6
Sync2 Networks Corp (A Development Stage Company) Notes to the Financial Statements March 31, 2012 (Unaudited) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. c) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. d) Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. e) Foreign Currency Translation The Company's functional currency and its reporting currency is the United States dollar. f) Financial Instruments The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments. g) Stock-based Compensation Stock-based compensation is accounted for at fair value in accordance with SFAS No's. 123 and 123(R). To date, the Company has not adopted a stock option plan and has not granted any stock options. h) Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. 7
Sync2 Networks Corp (A Development Stage Company) Notes to the Financial Statements March 31, 2012 (Unaudited) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) i) Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with SFAS No. 128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. j) Fiscal Periods The Company's fiscal year end is June 30. k) Recent Accounting Pronouncements There are no recent accounting pronouncements known to the Company which, if applied, would affect the disclosure in these financial statements. Please also refer to the Company's year end June 30, 2011 notes to financial statements. 3. GOING CONCERN As shown in the accompanying financial statements, the Company incurred substantial net losses since incorporation and has insufficient revenue stream to support itself. This raises doubt about the Company's ability to continue as a going concern. The Company's future success is dependent upon its ability to raise additional capital to fund its business plan and ultimately to attain profitable operations. There is no guarantee that the Company will be able to raise enough capital or generate sufficient revenues to sustain its operations. Management believes they can raise the appropriate funds needed to support their business plan. The financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern. 8
Sync2 Networks Corp (A Development Stage Company) Notes to the Financial Statements March 31, 2012 (Unaudited) 4. FIXED ASSETS 2012 Accumulated Cost Amortization Net -------- ------------ -------- Computer equipment $ -- $ -- $ -- Leasehold improvements -- -- -- -------- -------- -------- $ -- $ -- $ -- ======== ======== ======== 2011 Accumulated Cost Amortization Net -------- ------------ -------- Computer equipment $ -- $ -- $ -- Leasehold improvements -- -- -- -------- -------- -------- $ -- $ -- $ -- ======== ======== ======== RATES OF AMORTIZATION - Computer equipment 20% per annum declining balance - Leasehold improvements Straight line over five years 5. COMMON STOCK The authorized capital of the Company is 150,000,000 common shares with a par value of $ 0.001 per share. In April 2008, the Company issued 3,000,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $3,000. In April 2008, the Company issued 1,300,000 shares of common stock at a price of $0.005 per share for total cash proceeds of $6,500. In May 2008, the Company issued 750,000 shares of common stock at a price of $0.02 per share for total cash proceeds of $15,000. In April 2010 the Company issued 17,196,175 shares of common stock at a price of $0.04 per share the retirement of debt of $687,847 9
Sync2 Networks Corp (A Development Stage Company) Notes to the Financial Statements March 31, 2012 (Unaudited) 5. COMMON STOCK (CONTINUED) During the period January 16, 2008 (inception) to June 30, 2010, the Company sold a total of 5,050,000 shares of common stock for total cash proceeds of $24,500 and issued 17,196,175 shares of common stock for the retirement of debt of $687,817. 6. INCOME TAXES As of March 31, 2012 the Company had net operating loss carry forwards of approximately $2,232,481 that may be available to reduce future years' taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. 7. RELATED PARTY TRANSACTONS The Company owes $1,030,071 to companies related to a shareholder who is also a shareholder of the Company. The loan is unsecured, does not bear interest and has no fixed terms of repayment. 10
FORWARD LOOKING STATEMENTS Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION GENERAL Sync2 Networks Corp. was incorporated under the laws of the State of Nevada on January 16, 2008. Our registration statement was filed with the Securities and Exchange Commission on July 25, 2008 and declared effective on August 12, 2008. Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," "Sync2," or "Sync2 Networks Corp." refers to Sync2 Networks Corp. CURRENT BUSINESS OPERATIONS The Company engages in the business of acquiring and developing internet marketing and web site development entities and/or their individual software programs to assist third-party clients in marketing their products and in maximizing the use of the internet to achieve those third-party clients' ultimate business objectives. Over the course of the next twelve months Sync2 intends to continue with its plan of business development and operations to assist companies, organizations and individuals (collectively the "clients") in establishing, building, maintaining and marketing the clients' online businesses. The company will also pursue providing marketing and support services to the gaming world which could generate significant revenues. If the Company is unable to meet its needs for cash it will be unable to continue, develop, or expand its operations. While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the officers and directors and Sync2. If we are unable to pay for our expenses because we do not have enough money, we may be forced to cease active operations until we are able to secure additional financing. If we cannot or do not secure additional financing we may be forced to cease active business operations. 11
Our auditors have issued a going concern qualification in their opinion on our financial statements. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital or other financing to pay for our expenses. The Company's actual results could differ materially from those discussed here. RESULTS OF OPERATION Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. NINE MONTH PERIOD ENDED MARCH 31, 2011 COMPARED TO THE NINE MONTH PERIOD ENDED MARCH 31, 2012 Our net loss during the nine-month period ended March 31, 2012 was ($95,000) or ($0.00) per share compared to a net loss of ($7362,206) or ($0.00)per share during the comparative period to March 31, 2011. The weighted average number of shares outstanding was 103,046,046, for March 31, 2012 and 103,046,046 for March 31, 2011. During the nine-month period ended March 31, 2010 and March 31 ,2011 we incurred general and administrative expenses of approximately $0.00. LIQUIDITY AND CAPITAL RESOURCES NINE MONTH PERIOD ENDED MARCH 31, 2012 As at March 31, 2012 our current assets were $0.00 and our total current liabilities were $1,520,134 which resulted in a working capital deficit of $(1,526,767) compared to a working deficit of $(1,506,767) at March 31,2011. Stockholders' equity decreased from $1,017,819 for fiscal year ended June 30, 2011 to $1,520,134 for the nine-month period ended March 31, 2012. CASH FLOWS FROM OPERATING ACTIVITIES We have not generated positive cash flows from operating activities. For the nine-month period ended March 31, 2012 net cash flows used in operating activities was $(0) consisting primarily of a net loss of $(95,000). Net cash flows used in operating activities was $(0) for the comparative period to March 31, 2011 and consisting primarily of a net loss of $(362,206). CASH FLOWS FROM FINANCING ACTIVITIES We have financed our operations primarily from either advancements from related parties For the nine-month period ended March 31, 2012 we generated cash by loans from companies related to a shareholder of the company.. For the period from inception (January 16, 2008) to December 31, 2011 net cash provided by financing activities was 712,347 We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business. 12
PLAN OF OPERATION AND FUNDING Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. MATERIAL COMMITMENTS As of the date of this Quarterly Report, we do not have any material commitments. PURCHASE OF SIGNIFICANT EQUIPMENT We do not intend to purchase any significant equipment during the next twelve months. OFF-BALANCE SHEET ARRANGEMENTS As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. GOING CONCERN The independent auditors' report accompanying our June 30, 2009 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates. EXCHANGE RATE Our reporting currency is United States dollars ("USD"). Our operations are in Canadian dollars ("Cdn$"). The fluctuation of exchange rates for the Cdn$ may have positive or negative impacts on our results of operations. 13
ITEM 4. CONTROLS AND PROCEDURES Our management is responsible for establishing and maintaining a system of disclosure controls and procedures [as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act] that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2012. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine-month period ended March 31 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS No report required. ITEM 3. DEFAULTS UPON SENIOR SECURITIES No report required. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No report required. ITEM 5. OTHER INFORMATION DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. No report required. 14
RESENT SALES OF UNREGISTERED SECURITIES No report required CONVERSION OF DEBT TO EQUITY On April 1, 2010 $687,817 of debt due to companies related to a shareholder was converted to common share stock of 17,196,175 at a price of $0.04 per share ITEM 6. EXHIBITS 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d- 14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d- 14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SYNC2 NETWORKS CORP Dated: February 25, 2013 By: /s/ John Moore ----------------------------------- John Moore, President and Chief Executive Officer Dated: February 25, 2013 By: /s/ John Moore ----------------------------------- John Moore, Chief Financial Officer 1