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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:   

December 31, 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

(Registrants 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 DECEMBER 31, 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

9

 

 

Item 4:  Controls and Procedures

11

 

 

PART II - OTHER INFORMATION

Item 5:  Other Information

12

 

 

Item 6:  Exhibits

12

 

 

Signatures

13

 

2






 





   

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

SYDYS CORPORATION

 Condensed Balance Sheets

(Unaudited)

 

 

 

December 31,

 

 

September 30,

 

 

 

2013

 

 

2013

 

 

 

(Unaudited)

 

 

*

 

ASSETS

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Other current assets

 

$

625

 

 

$

625

 

 

 

 


 

 

 

 

 

Total Assets

 

$

625

 

 

$

625

 

 

 

 


 

 

 

 

 

LIABILITIES AND STOCKHOLDERS DEFICIT

 

 


 

 

 

 

 

 

 

 


 

 

 

 

 

Current Liabilities

 

 


 

 

 

 

 

Accounts payable and accrued expenses

 

$

253,976

 

 

$

244,976

 

Accrued rent - related party

 

 

36,400

 

 

 

34,675

 

Accrued interest - related party

 

 

10,922

 

 

 

9,580

 

Notes payable - related party

 

 

117,200

 

 

 

117,200

 

Notes payable

 

 

3,300

 

 

 

3,300

 

 

 

 


 

 

 

 

 

Total Current Liabilities

 

 

421,798

 

 

 

409,731

 

 

 

 


 

 

 

 

 

Commitments and Contingencies

 

 


 

 

 

 

 

 

 

 


 

 

 

 

 

Stockholders Deficit

 

 


 

 

 

 

 

Preferred stock; $.001 par value; 20,000,000 shares authorized;

 

 


 

 

 

 

 

   and 0 issued and outstanding at December 31, 2013 and

 

 

-

 

 

 

 

   September 30, 2013









Common stock; $.001 par value; 100,000,000 shares authorized;

 

 


 

 

 

 

 

   and 211,201 issued and outstanding at

 

 


 

 

 

 

 

   December 31, 2013 and September 30, 2013 respectively

 

 

211

 

 

 

211

 

Additional paid-in capital

 

 

913,869

 

 

 

913,869

 

Accumulated deficit

 

 

(1,335,253

)

 

 

(1,323,186

)

 

 

 


 

 

 

 

 

Total Stockholders Deficit

 

 

(421,173

)

 

 

(409,106

)

 

 

 


 

 

 

 

 

 

 

$

625

 

 

$

625

 

 * Derived from audited information

 

See notes to these unaudited condensed financial statements.

 

3






 





 

SYDYS CORPORATION

 Condensed Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

December 31,

 

 

 

2013

 

 

2012

 

 

 

 

 

 

 

 

Revenues

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

Costs of Goods Sold

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Accounting and legal fees

 

 

-

 

 

 

9,672

 

Consulting fees

 

 

9,000

 

 

 

9,000

 

Rent expense - related party

 

 

1,725

 

 

 

1,725

 

General and administrative

 

 

-

 

 

 

3,052

 

 

 

 


 

 

 


 

Total Operating Expenses

 

 

10,725

 

 

 

23,449

 

 

 

 


 

 

 


 

Loss From Operations

 

 

(10,725

)

 

 

(23,449

)

 

 

 


 

 

 


 

Other income (expense)

 

 


 

 

 


 

Interest expense

 

 

-


 

 

50

 

Interest expense - related party

 

 

(1,342

)

 

 

(1,297

)

 

 

 


 

 

 


 

Total other income (expense)

 

 

(1,342

)

 

 

(1,347

)

 

 

 

 

 

 

 


 

Net Loss to Common Stockholders

 

$

(12,067

)

 

$

(24,796

)

 

 

 


 

 

 


 

Basic and Diluted Loss per Common Share

 

$

(0.06

)

 

$

(0.12

)

 

 

 

 

 

 

 

 

 

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 Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

December 31,

 

 

 

 

2013

 

 

2012

 

 

 

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

 

$

-


 

$

(16,052

)

 

 

 

 


 

 

 


 

 

Net Cash Used in Investing Activities

 

 

-

 

 

 

-

 

 

 

 

 


 

 

 


 

 

Cash Flows from Financing Activities

 

 


 

 

 


 

 

Proceeds from note payable - related party

 

 

-

 

 

 

14,000

 

 

 

 

 


 

 

 


 

 

Net Cash Provided by Financing Activities

 

 

-

 

 

 

14,000

 

 

 

 

 


 

 

 


 

 

Net (Decrease) Increase in Cash and Cash Equivalents

 

 

-


 

 

(2,052

)

 

 

 

 


 

 

 


 

 

Cash and Cash Equivalents, Beginning of Period

 

 

-

 

 

 

2,792

 

 

 

 

 

 

 

 

 


 

 

Cash and Cash Equivalents, End of Period

 

$

-

 

 

$

740

 

 

 

See notes to these unaudited condensed financial statements.

 

5





SYDYS CORPORATION

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 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, 2013 in Form 10-K filed with the Securities and Exchange Commission on February 17, 2015. 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, 2014.

 

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 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 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 December 31, 2013, the Company had no cash, had previously closed its sole bank account and has an accumulated deficit of approximately $1.335 million. 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 Companys 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 Companys 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.

 

6







SYDYS CORPORATION

Notes to Unaudited Condensed Financial Statements


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.

 

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 accrue interest at 3.25% per annum and are due on demand. 


The weighted average interest rate on the Companys Notes Payable is 3.3% and the average outstanding balance was approximately $120,000.   

 

 

7







SYDYS CORPORATION

Notes to Unaudited Condensed Financial Statements


NOTE 5 - RELATED PARTY TRANSACTION

 

For the three months ended December 31, 2013 and 2012, the Company incurred rent expense of $1,725 for office space provided by its sole officer.

 

 NOTE 6 SUBSEQUENT EVENTS


In February 2015, the Company entered into an Asset Purchase Agreement (APA) with the sole proprietor of OverAdMedia (OAM) to acquire substantially all of the assets and assume substantially all of the liabilities of the OAM business in exchange for the issuance of 10 million shares of the Companys common stock, which are to be issued upon the satisfaction of certain requirements contained in the APA (the Transaction).  The APA requires that the Companys liabilities not exceed $1,000, other than a $40,000 advance from OAM, at the time of the Transaction.  As a condition of the APA, OAM agreed to advance $40,000 to the Company and agreed to allow the Company to issue up to 1,500,000 shares of its common stock in order to reduce the outstanding liabilities to less than $1,000.  An additional condition to the close of the Transaction is that the Company become current in its filings under the 1934 Securities and Exchange Act.  The issuance of the shares under the APA will result in a change in control of the Company as the OAM principals will control greater than 50% of the issued and outstanding stock of the Company, whereby for accounting purposes, the acquisition will be treated as a recapitalization of OAM.  Upon the completion of the Transaction, the financial information presented will be that of OAM, and all information regarding historical results and operations of the Company will be those of OAM.


In February 2015, as part of the requirements under the APA, the Company negotiated settlements of all of the outstanding principal in notes payable of $120,500 plus all accrued interest through the date of closing of the APA (which amounted to $15,381 as of September 30, 2014) and approximately $225,000 for accounts payable and accrued expenses and will issue 1,496,666 shares of the Companys common stock.


 

8






 





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 Managements Discussion and Analysis is intended to assist the reader in understanding our results of operations and financial condition.  Managements 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.

 


9







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. 

  

In February 2015, the Company entered into an Asset Purchase Agreement (APA) with the sole proprietor of OverAdMedia (OAM) to acquire substantially all of the assets and assume substantially all of the liabilities of the OAM business in exchange for the issuance of 10 million shares of the Companys common stock, which are to be issued upon the satisfaction of certain requirements contained in the APA (the Transaction).  The APA requires that the Companys liabilities not exceed $1,000, other than a $40,000 advance from OAM, at the time of the Transaction.  As a condition of the APA, OAM agreed to advance $40,000 to the Company and agreed to allow the Company to issue up to 1,500,000 shares of its common stock in order to reduce the outstanding liabilities to less than $1,000.  An additional condition to the close of the Transaction is that the Company become current in its filings under the 1934 Securities and Exchange Act.  The issuance of the shares under the APA will result in a change in control of the Company as the OAM principals will control greater than 50% of the issued and outstanding stock of the Company, whereby for accounting purposes, the acquisition will be treated as a recapitalization of OAM.  


In February 2015, as part of the requirements under the APA, the Company negotiated settlements of all of the outstanding principal in notes payable of $120,500 plus all accrued interest through the date of closing of the APA (which amounted to $15,381 as of September 30, 2014) and approximately $225,000 for accounts payable and accrued expenses and will issue 1,496,666 shares of the Companys common stock.


OverAdMedia operates in the digital media and online advertising space and operates out of Seattle, Washington. 

 

Results of Operations

 

We currently have no revenue generating operations.  Our results of operations consist solely of operating expenses.  We incurred a net loss of $12,067 or ($0.06) per share and $24,796 or ($0.24) per share for the three months ended December 31, 2013 and 2012, respectively.  The decrease in net loss was due primarily to a decrease in accounting and legal fees and general and administrative expenses as the Company essentially went dormant during the 2013 period.  

 

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 December 31, 2013, we had a working capital deficit of approximately $421,000, which consists primarily of accounts payable and accrued expenses of approximately $301,000 and in default or demand notes in the principal amount of approximately $120,000.

 

As of December 31, 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 December 31, 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.

 


10







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 December 31, 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 SECs 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 December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

11






 

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

 

12






 

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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