Attached files

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EX-32.1 - CERTIFICATION - Trex Acquisition Corp.synw_ex321.htm
EX-31.1 - CERTIFICATION - Trex Acquisition Corp.synw_ex311.htm
EX-31.2 - CERTIFICATION - Trex Acquisition Corp.synw_ex312.htm
EX-32.2 - CERTIFICATION - Trex Acquisition Corp.synw_ex322.htm


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

AMENDMENT NO. 1 TO
Form 10-Q

Mark One

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

For the quarterly period ended  December 31, 2013

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 No. 333-152551

SYNC2 NETWORKS CORP.
(Name of small business issuer in its charter)
 
Nevada
 
26-1754034
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

1800 NE 114th Street
Suite 2110
Miami, Florida 33181
(Address of principal executive offices)
 
(305) 895-2865
(Issuer’s telephone number)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Name of each exchange on which registered:
None
   
     
Securities registered pursuant to Section 12(g) of the Act:
 
 
Common Stock, $0.001
   
(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 o

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 Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes o No x

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
o
Accelerated filer
o
Non-accelerated filer
o
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 o No x

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 February 13, 2014
Common Stock, $0.001
 
103,046,175
 


 
 

 
 
EXPLANATORY NOTE
 
This Quarterly Report on Form 10-Q is being amended in response to that certain comment letter dated March 3, 2014 from the Securities and Exchange Commission regarding our certifications. The certifications have been amended to include the precise language in Item 601(b)(31)(i) of Regulation S-K.
 
 
 

 
 
ITEM 6. EXHIBITS

The following exhibits are filed as part of this Quarterly Report.

 Exhibit No.
 
Description
 
 
 
3.1 
 
Articles of Incorporation incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on
3.3 
 
Bylaws, incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on April 18, 2011
31.1
 
Certification of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
 
Certification of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
 
Certification of Principal 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 of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS
 
XBRL Instance Document**
101.SCH
 
XBRL Taxonomy Schema**
101.CAL
 
XBRL Taxonomy Calculation Linkbase**
101.DEF
 
XBRL Taxonomy Definition Linkbase**
101.LAB
 
XBRL Taxonomy Label Linkbase**
101.PRE
 
XBRL Taxonomy Presentation Linkbase**
______________
* Filed herewith.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
2

 
 
SYNC2 NETWORKS CORP.
SIGNATURES

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

 
March 7, 2014
By:
 /s/ Warren Gilbert
 
 
 
 
Warren Gilbert
 
 
Its:
Chief Executive Officer/President, Secretary,
Treasurer/Chief Financial Officer and Director 
 
 
 
3