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:   

March 31, 2015

¨    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)

2811 East Madison Suite 300

Seattle, WA 98112

 (Address of Principal Executive Offices)

(415) 717-3826

(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.      x   Yes    ¨   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).    x   Yes    ¨   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.

(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 ¨ No x  

As of May 15, 2015, there were 11,711,201 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 March 31, 2015

PART I - FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SYDYS CORPORATION

 Condensed Balance Sheets

(Unaudited)

 * Derived from audited information

See notes to these unaudited condensed financial statements.

SYDYS CORPORATION

 Condensed Statements of Operations

(Unaudited)

See notes to these unaudited condensed financial statements.

SYDYS CORPORATION

Condensed Statements of Cash Flows

(Unaudited)

See notes to these unaudited condensed financial statements.

See notes to these unaudited condensed financial statements.

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 except for the recording of the recapitalization of the Company through the reverse merger. 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 December 31, 2014 in Form 8-K/A Amendment 2 filed with the Securities and Exchange Commission on May 13, 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 December 31, 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.

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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 Current Report on Form 8-K dated February 24, 2015,  and as amended, initially 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.

Acquisition of OverAdmedia

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 Company’s common stock, which are to be issued upon the satisfaction of certain requirements contained in the APA (the “Transaction”).  The APA requires that the Company’s 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 March 31, 2015) and approximately $225,000 for accounts payable and accrued expenses and issued 1,500,000 shares of the Company’s common stock.

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

OverAdMedia

OverAdMedia creates original content targeted toward various vertically integrated markets which focuses strongly on health, sports and business. The Company provides its clients sites, which feature topics or product articles, as part of their marketing or advertiser’s cross promotional strategy. The Company provides proven high traffic, high target websites that allow clients and their respective advertisers the ability to expand their customers’ reach and retention. In addition to original print content, OverAdMedia produces a unique video content which includes quality video programming which is updated regularly and is created for each client’s site’s specific target audience.

In April 2015, the Company made the strategic decision to take down the URL’s associated with the owned and operated website publishing activities due to unfavorable market conditions relating to the spread of robotic rather than human traffic in the pay per click search sector. This was a precaution to protect the Company’s product offering being utilized without revenue being directed to the Company through previous acquired traffic, as the Company currently does not have any contracts to provide these services to third party advertisers at this time.  The Company is currently testing an enhanced software product, which if accepted, the Company then will attempt to enter into a definitive licensing agreement for the patented display and mobile ad delivery technology owned by the company Linkstorm (www.Linkstorm.net).  Our current CEO and Chairman of the Board, Mike Warsinske, is also a director of the parent company of Linkstorm. The Company believes that through the acquisition of the license and technology, will allow it to enhance its legacy business and be able to provide a higher quality advertising experience through it’s newly name brand PurpleSoda (www.purplesoda.net).  The Company along with its legacy brand will sell the Linkstorm enabled, rich media ad units directly to its current advertisers and their ad agencies and then will have the ability to place those advertisements with individual websites, Ad Networks and Realtime Bidding (RTB) Exchanges.

Results of Operations for the three months ended March 31, 2015 compared to three months ended March 31, 2014

Results of Operations

Revenues

Overall, our revenues increased 1.2% for the three months ended March 31, 2015 as compared to three months ended March 31, 2014 as we transition our business.  

As noted above, we are currently in the process of transitioning our business.  We have currently shut down our simple banner ad and pre-roll video business as changing search algorithms at search providers such as Google, Bing, Yahoo and lower tier sites and robotic traffic undermine the margins available to us.  As of the date of this filing, we do not currently have any contracts in force with third party advertisers under our old business.  Our infrastructure is quite flexible, however, and should the yields on these advertising methods improve in the future we expect that we will immediately re-start this side of our business.  However, we are unable at this time to determine if and when that recovery will occur, if at all.  We therefore are in the process of changing how we market impressions to our third party advertising customers through the use of a new advertising banner technology, which we are currently in the process of testing, and if those tests prove successful, we hope to enter into a long-term licensing agreement with the owner of the technology.  At this time we believe that we will have completed our testing prior to the end of the second quarter of 2015 and hope to quickly enter into a licensing agreement such that we will be in a position to begin selling the new advertisements to third party advertising customers in the third quarter of 2015.  

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Cost of revenue

Cost of revenue consists of certain labor costs, costs to acquire media inventory, payments to website publishers and others that are directly related to a revenue-generating event and project and application design costs. We become obligated to make payments related to website publishers in the period the advertising impressions, click-throughs, actions or lead-based information are delivered or occur. These expenses are classified as cost of revenue in the corresponding period in which the revenue is recognized in the accompanying income statement.

Cost of revenues, as a percent of revenue was 25% for the three month period ended March 31, 2015 compared to 100% for the three month period ended March 31, 2014.  During the three months ended March 31, 2014 the company had salaries for one of the officers included in the cost of revenues of $45,000 which is an increase of $37,500 over the amount reflected in 2015. This cost represents 34% of the cost of revenue. Also included in 2014 was and extraordinary amount of $41,000 paid to one of our traffic providers, which accounted for 32% of the cost of revenue.

Professional Fees

Professional fees increased approximately $55,800 to $66,000 in the first quarter of 2015 versus approximately $10,000 in the first quarter of 2014.  The increase was a result of the acquisition of the business of OverAdMedia.  We expect that our professional fees will remain at elevated levels going forward as we incur the costs of being a public company.  In addition we expect that in future periods we will acquire other private or public small businesses, and we expect that it is likely that we will bear the significant share of the professional fees associated with those transactions.

General and Administrative Expense

General and Administrative expense were essentially flat year over year in the first quarter.  This was because of the transition, our executive officers did not take salary during much of the first quarter.  In future periods we expect that our general and administrative expenses will increase to encompass the salary requirements of our executive officers and also if we are successful in growing our business we will need to increase our administrative staff to meet our business needs.

Interest Expense

Interest expense reflects costs associated with the implicit interest of 8% on loans funded by the sole proprietor for sundry capital requirements.   This expense was flat during the three month period ended March 31, 2015 compared to the respective period in 2014.  As we will need additional capital to pursue acquisitions and to grow our business, we expect that some of the capital we raise may be in the form of debt and therefore we expect in the future that interest expense may be substantially higher than current period levels.

Net Profit

Net loss decreased 93% for the year the three month period ended March 31, 2015 as compared to the three month period ended March 31, 2014. Mainly attributable by the increase in profit margin of 75% for 2015 as compared to 2014 which was offset by the increase in professional fees due to the acquisition of the business of OverAdMedia.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. As of March 31, 2015 we had approximately $7,000 in cash and cash equivalents and a negative working capital of $4,000 excluding the related party note payable and accrued interest, as compared to cash and cash equivalents of approximately $36,000 and a negative working capital of $47,000, excluding the related party note payable and accrued interest at December 31, 2014. Our principal sources of operating capital have been through the generation of profit from our operations.  During this period, we were a private entity and the sole proprietor distributed essentially all of the free cash flow of business to himself.  Because of this, our liquidity and capital structure is not comparable to what we expect will happen in the future, as we do not expect to pay dividends to shareholders in the near future, but instead expect to retain that profit to help us grow the business.

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We do not have any commitments for capital expenditures and we believe our working capital is sufficient to fund our operations for at least the next twelve months.  We do not expect that our CEO and Chairman of the Board will make any demands for repayment of principal or interest in next twelve months.

In April 2015, we obtained gross proceeds of $25,000 and issued an 8% convertible promissory note from our CEO and Chairman of the Board.  We intend to use the proceeds of the note for general working capital.

Critical accounting policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition and accounts receivable allowances. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 1 to our condensed unaudited financial statements for the quarter ending March 31, 2015 and 2014 appearing elsewhere in this report.

Recent accounting pronouncements

The recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

Off balance sheet arrangements

As of the date of this 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. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

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 March 31, 2015, 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 March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

In February 2015, we entered into a series of settlement agreements in order to extinguish substantially all of our outstanding liabilities in order to meet the terms of the Asset Purchase Agreement we signed with the principals of OverAdMedia.

We agreed to issue 25,000 shares of our common stock to Alan Stier in settlement of outstanding notes in the principal amount of $3,300 and accrued and unpaid interest through 2/5/2015 in full satisfaction of the notes outstanding.  These shares have not yet been issued. 

We agreed to issue 150,000 shares of our common stock to FEQ Realty, LLC in settlement of outstanding notes in the principal amount of $17,500 and accrued and unpaid interest through 2/5/2015 in full satisfaction of the notes outstanding. These shares have not yet been issued. 

We agreed to issue 400,000 shares of our common stock to RMS Advisors, LLC in settlement of outstanding notes in the principal amount of $26,500 and accrued and unpaid interest through 2/5/2015 in full satisfaction of the notes outstanding.  In addition, RMS Advisors acquired the debt of a consultant in the amount of $178,000 and the 400,000 shares includes satisfaction of that trade debt. These shares have not yet been issued. 

We agreed to issue 744,000 shares of our common stock to Wiltain Investors, LLC, SPH Investments PS Plan, f/b/o Stephen Harrington and Capital Growth Investment Trust in settlement of outstanding notes in the principal amount of $73,200 and accrued and unpaid interest through 2/5/2015 in full satisfaction of the notes outstanding.  These shares have not yet been issued. 

We agreed to issue 175,000 shares of our common stock to our Sole Director and Officer in satisfaction of $45,025 of rent payable to him.

We agreed to issue 2,666 shares of our common stock to Morgenstern Waxman Ellershaw, LLC in satisfaction of a trade debt of $1,544.

We believe the offer and sale of the securities described above were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D thereunder because the securities were sold in a transaction not involving a public offering

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Item 6. 

Exhibits.

The following exhibits are included or incorporated by reference herein:

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.