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, 2013

 

¨    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.       ¨ 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).     ¨ Yes    x   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 ¨	Accelerated Filer ¨
Non-Accelerated Filer ¨	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).  Yes x  No ¨

 

As of February 17, 2015, there were 211,201 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, 2013

 

PART I - FINANCIAL INFORMATION

 

	Page
Item 1:   Financial Statements (Unaudited)	3
Item 2:   Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 4:  Controls and Procedures	12
PART II - OTHER INFORMATION
Item 5:  Other Information	13
Item 6:  Exhibits	13
Signatures	14

 

2

 

   

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

SYDYS CORPORATION

 Condensed Balance Sheets

(Unaudited)

 

		June 30,				September 30,
		2013				2012
		(Unaudited)				*
ASSETS
Current Assets
Cash		$	-			$	2,792
Other current assets			625				-
Total Assets		$	625			$	2,792
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses		$	235,976			$	212,305
Accrued rent - related party			32,950				27,868
Accrued interest - related party			8,259				4,214
Notes payable - related party			117,200				97,200
Notes payable			3,300				3,300
Total Current Liabilities			397,685				344,887
Commitments and Contingencies
Stockholders’ Deficit
Preferred stock; $.001 par value; 20,000,000 shares authorized;
and 0 issued and outstanding at June 30, 2013 and September 30, 2012			-				-
Common stock; $.001 par value; 100,000,000 shares authorized;
and 211,201 issued and outstanding at
June 30, 2013 and September 30, 2012 respectively			211				211
Additional paid-in capital			913,869				913,869
Accumulated deficit			(1,311,140	)			(1,256,175	)
Total Stockholders’ Deficit			(397,060	)			(342,095	)
		$	625			$	2,792

 * Derived from audited information

 

See notes to these unaudited condensed financial statements.

 

3

 

 

SYDYS CORPORATION

 Condensed Statements of Operations

(Unaudited)

 

		Three Months Ended
		June 30,
		2013				2012
Revenues		$	-			$	-
Costs of Goods Sold			-				-
Gross Profit			-				-
Operating Expenses
Accounting and legal fees			-				7,528
Consulting fees			9,000				9,000
Rent expense - related party			1,725				1,725
General and administrative			100				1,844
Total Operating Expenses			10,825				20,097
Loss From Operations			(10,825	)			(20,097	)
Other income (expense)
Interest expense
Interest expense - related party			(1,317	)			(692	)
Total other income (expense)			(1,317	)			(692	)
Net Loss to Common Stockholders		$	(12,142	)		$	(20,789	)
Basic and Diluted Loss per Common Share		$	(0.06	)		$	(0.10	)
Basic and Diluted Weighted Average Number of
Common Shares Outstanding			211,201				211,201

 

See notes to these unaudited condensed financial statements.

 

4

 

 

SYDYS CORPORATION

 Condensed Statements of Operations

(Unaudited)

 

		Nine Months Ended
		June 30,
		2013				2012
Revenues		$	-			$	-
Costs of Goods Sold			-				-
Gross Profit			-				-
Operating Expenses
Accounting and legal fees			9,672				26,692
Consulting fees			27,000				27,000
Rent expense - related party			5,175				5,175
General and administrative			9,166				7,350
Total Operating Expenses			51,013				66,217
Loss From Operations			(51,013	)			(66,217	)
Other income (expense)
Interest expense			-
Interest expense - related party			(3,952	)			(3,257	)
Total other income (expense)			(3,952	)			(3,257	)
Net Loss to Common Stockholders		$	(54,965	)		$	(69,474	)
Basic and Diluted Loss per Common Share		$	(0.26	)		$	(0.33	)
Basic and Diluted Weighted Average Number of
Common Shares Outstanding			211,201				211,201

 

See notes to these unaudited condensed financial statements.

 

5

 

 

SYDYS CORPORATION

Condensed Statements of Cash Flows

(Unaudited)

 

		Nine Months Ended
		June 30,
		2013				2012
Net Cash Used in Operating Activities		$	(22,792	)		$	(16,842	)
Net Cash Used in Investing Activities			-				-
Cash Flows from Financing Activities
Proceeds from note payable - related party			20,000				17,000
Net Cash Provided by Financing Activities			20,000				17,000
Net (Decrease) Increase in Cash and Cash Equivalents			(2,792	)			158
Cash and Cash Equivalents, Beginning of Period			2,792				848
Cash and Cash Equivalents, End of Period		$	-			$	1,006

 

See notes to these unaudited condensed financial statements.

 

6

SYDYS CORPORATION

Notes to Unaudited Condensed Financial Statements

  

NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT NEW ACCOUNTING POLICIES ADOPTED

 

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 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, 2012 in Form 10-K filed with the Securities and Exchange Commission on January 14, 2013. 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, 2013.

 

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.

Development Stage Enterprise – Early Adoption of New Accounting Standard

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.  The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer in a development stage that in prior years it had been in the development stage.

 

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.  Finally, the amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments.  The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage.  The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively.  For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.  Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.  The Company adopted ASU No. 2014-10 effective for financial statements considered issued after January 1, 2015.

  

NOTE 2 - DESCRIPTION OF BUSINESS

 

Sydys 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.

 

7

SYDYS CORPORATION

Notes to Unaudited Condensed Financial Statements

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 then 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.

 

 

NOTE 3 - GOING CONCERN

 

The Company has incurred losses since its inception. As of June 30, 2013, the Company had limited amount of cash and a deficit accumulated in the development stage of $1,311,140. 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.

 

NOTE 4 - NOTES PAYABLE

 

In September, 2009, the Company issued a convertible note (the “Note”) in the amount of $3,300, with a Nine percent interest rate per annum.  The principle is due on the earlier of (1) the completion of 15:1 reverse split of the Company’s common stock and the completion of an equity financing by the Company of a minimum of $100,000 or (2) one year from the date of the note.  The note may be converted at the request of the Lender at the per share purchase price, subject to adjustment, upon the completion of an equity financing as described above.  The Note has not been paid and is in default.

 

Between August 2010 and October 2010, we issued promissory notes (collectively, the “Notes”) in the principal amounts of $10,000, $13,000, $6,000 and $2,500 to FEQ Farms, LLC (“FEQ”), Capital Growth Investment Trust (“CGIT”), DIT Equity Holdings, LLC (“DIT”), and RMS Advisors, Inc. (“RMS”), respectively.  The Notes accrue interest annually at a rate of 3.25% and are payable upon demand by the lenders.

 

During October 2010, pursuant to a series of securities purchase agreements, we sold 66,000 shares of common stock at a purchase price of $0.30 per share for an aggregate purchase price of $19,800.  In lieu of cash payment for the Shares purchased in the Offering to FEQ, DIT and CGIT, Notes payable to FEQ in the amount of $10,000 and DIT in the amount of $6,000 were cancelled and the principal amount outstanding under a Note payable to CGIT was reduced by $3,800 to $9,200.  The foregoing issuances have been adjusted for the reverse stock split (1:150) that occurred in January 2011.

 

During November 2010, the Company issued a promissory note to Capital Growth Investment Trust in the amount of $1,000.  The note accrues interest at the annual rate of 3.25% and was payable on November 30, 2011, or upon demand.  The maturity was extended on November 30, 2011 to upon completion of an equity raise or upon demand.  The note holder is a related party.

 

During December 2010, the Company issued promissory notes (collectively the “December Notes”) in the principal amounts of $5,500 and $8,500, to FEQ Realty, LLC (“FEQR”) and CGIT.  The December Notes accrue interest at the annual rate of 3.25%. The FEQR notes are payable upon demand and the CGIT notes are payable on November 30, 2011 or upon demand.  The CGIT notes were extended on November 30, 2011 to upon completion of an equity raise or upon demand.  The note holders are related parties.

 

During January 2011, the Company issued a promissory note to RMS in the amount of $10,000.  The note accrues interest at the annual rate of 3.25% and is payable upon demand.  In February and March 2011, the Company issued promissory notes to CGIT totaling $12,500, which are due on demand.  The notes accrue interest at 3.25% per annum.  The note holders are related parties except for RMS.

 

During May 2011, the Company issued a promissory note to RMS in the amount of $6,000.  The note is due on demand and accrues interest at the annual rate of 3.25%.

 

During July 2011, the Company issued promissory notes in the principle amounts of $3,000 to RMS and $10,000 to FEQR, a related party.  The notes accrue interest at the annual rate of 3.25% and are payable on demand.

 

8

SYDYS CORPORATION

Notes to Unaudited Condensed Financial Statements

During October 2011, the Company issued promissory notes in the amount of $2,000 to FEQR and $2,000 to RMS. The notes accrue interest at the annual rate of 3.25% and are due upon demand.

 

On November 30, 2011, CGIT extended the maturity date of four promissory notes from November 30, 2011 or upon demand to until completion of an equity raise or upon demand.

 

In January 2012, the Company issued a promissory note in the amount of $3,000 to RMS. The note accrues interest at 3.25% per annum and is due on demand.

 

In May 2012, the Company issued two promissory notes in the aggregate amount of $10,000 to CGIT. Both notes accrue interest at 3.25% per annum and are due on demand.

 

In August 2012, we issued two promissory notes to CGIT in the aggregate principal amount of $12,000. The notes accrue interest at 3.25% per annum and are due on demand.

 

In November 2012, we issued one promissory note to CGIT in the principal amount of $14,000. The note accrues interest at 3.25% per annum and is due on demand. 

In January and February 2013, we issued two promissory notes to CGIT in the principal amount of $6,000. The notes accrues interest at 3.25% per annum and are due on demand. 

The weighted average interest rate on the Company’s Notes Payable is 3.3% and the average outstanding balance was $107,000.   

 

 

 NOTE 5 - RELATED PARTY TRANSACTION

 

For the nine months ended June 30, 2013 and 2012, the Company incurred rent expense of $5,175 for office space provided by its sole officer.

 

For the nine months ended June 30, 2013, the Company issued three promissory notes to Capital Growth Investment Trust, a stockholder of the Company, for advances to the Company to meet its working capital needs.  Refer to Note 4 - Notes Payable for additional disclosure.  

 

 

 

 

9

 

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 objectives 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, 2012 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.

 

In January 2011, our board of directors authorized a 1:150 reverse split of our common stock. Under the laws of the state of Nevada, when a reverse split is not authorized by a majority of the stockholders, a company is required to reduce the number of authorized shares in proportion to the reverse split. As a result, the authorized number of shares of our common stock was reduced to 222,223. All common stock share amounts and common stock per share amounts in this filing have been restated to reflect the 1:150 reverse split as if it had occurred at our inception. In March 2011, our stockholders approved an increase in the number of shares of common stock that we are authorized to issue from 222,223 to 100,000,000. In addition, our stockholders approved the authorization of 20,000,000 shares of preferred stock.

 

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.

 

10

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 consist solely of operating expenses.  We incurred a net loss of $12,142 or ($0.06) per share and $54,965 or ($0.26) per share for the three and Nine months ended June 30, 2013, respectively as compared to a net loss of $20,789 or ($0.10) per share and $69,474 or ($0.33) per share for the three and nine months ended June 30, 2012, respectively.   The decrease in net loss was due primarily to a decrease in accounting and legal fees.  

 

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. As of June 30, 2013, we had a working capital deficit of $397,060.

 

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 “Stier Note”).  The Stier Note accrues interest at an annual rate of 6%.  The Stier Note is payable in full on the earlier of (1) the completion of a 1:15 reverse split of our common stock and the completion of an equity financing of our securities of a minimum amount of $100,000, or (2) one year from the date of the Stier Note. The Stier Note has not been paid and is in default. To date, Mr. Stier has not demanded payment.

 

Between August 2010 and October 2010, we issued promissory notes in the principal amounts of $10,000, $13,000, $6,000 and $2,500 to FEQ Farms, LLC (“FEQF”), Capital Growth Investment Trust (“CGIT”), DIT Equity Holdings, LLC (“DIT”), and RMS Advisors, Inc. (“RMS”), respectively. The notes accrue interest annually at a rate of 3.25% and are payable upon demand by the lenders.

 

During October 2010, pursuant to a series of securities purchase agreements, we sold 66,000 shares of common stock at a value of $0.30 per share for an aggregate purchase price of $19,800. In lieu of cash payment for the shares purchased in the offering by FEQF, DIT and CGIT, the notes payable to FEQF and DIT were cancelled and the principal amount outstanding under the note payable to CGIT was reduced by $3,800 to $9,200.

 

On November 29, 2010, we issued a promissory note to Capital Growth Investment Trust in the principal amount of $1,000. During December 2010, we issued promissory notes in the principal amounts of $5,500 and $8,500, respectively, to FEQ Realty, LLC (“FEQR”) and CGIT. On January 19, 2011, we issued a promissory note to RMS in the principal amount of $10,000. The notes accrue interest at the annual rate of 3.25% and are payable on November 30, 2011, or upon demand.

 

11

In February and March 2011, we issued promissory notes to CGIT in the aggregate amount of $12,500, which accrue interest at 3.25% per annum and are due on demand.

 

On May 19, 2011, we issued a promissory note to RMS in the amount of $6,000. The note is due on demand and accrues interest at 3.25% per annum.

 

During July 2011, we issued promissory notes to RMS and FEQR in the principal amounts of $3,000 and $10,000, respectively. The notes accrue interest at the annual rate of 3.25% and are payable on demand. During October 2011, we issued to each of FEQR and RMS a promissory note in the principal amount of $2,000. The notes are due on demand and accrue interest at a rate of 3.25%.

  

During January 2012, we issued to RMS a promissory note in the principal amount of $3,000. The note accrues interest at the annual rate of 3.25% and is due on demand.

 

In May 2012, we issued two promissory notes to CGIT in the aggregate principal amount of $10,000. The notes accrue interest at 3.25% per annum and are due on demand.

 

In August 2012, we issued two promissory notes to CGIT in the aggregate principal amount of $12,000. The notes accrue interest at 3.25% per annum and are due on demand.

 

In November 2012, we issued a promissory note to CGIT in the principal amount of $14,000. The note accrues interest at 3.25% per annum and is due on demand. 

 

In January and February 2013, we issued two promissory notes to CGIT each in the principal amount of $3,000. The notes accrues interest at 3.25% per annum and is due on demand.

 

As of June 30, 2013, we had zero cash resources and had closed our sole bank account.  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, 2013, 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 4. 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, 2013, our disclosure controls and procedures were not 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, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 5.

Other Information.

 

The information set forth below is included herewith for the purpose of providing the disclosure required under “Item 1.01- Entry into a Material Definitive Agreement” and “Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” of Form 8-K.

 

 

Item 6. 

Exhibits.

 

The following exhibits are included or incorporated by reference herein:

 

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

 

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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: February 17, 2015	/s/ Kenneth J. Koock
	Kenneth J. Koock
	Chief Executive Officer and
	Chief Financial Officer

 

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