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, 2016

 

¨    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.)

 

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.

 

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 ¨ No x  

 

As of May 2, 2016, there were 12,000,000 shares issued and outstanding of the issuer's common stock, $.001 par value per share.

1

 

 

TABLE OF CONTENTS

 

SYDYS CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2016

 

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 3.  Quantitative and Qualitative Disclosures About Market Risk	13
Item 4:  Controls and Procedures	13
PART II - OTHER INFORMATION
Item 1:  Legal Proceedings	14
Item 1.A:  Risk Factors	14
Item 2:  Unregistered Sale of Equity Securities and Use of Proceeds	14
Item 3:  Defaults Upon Senior Securities	14
Item 4:  Mine Safety Disclosures	14
Item 5:  Other Information	14
Item 6:  Exhibits	15
Signatures	16

2

 

   

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

SYDYS CORPORATION

 Condensed Balance Sheets

(Unaudited)

 

	March 31,				December 31,
	2016				2015
	(Unaudited)				*
ASSETS
Current Assets
Cash	$	856				2,888
Total Assets	$	856			$	2,888
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	21,801			$	39,619
Accrued expenses - related party		75,000				60,000
Accrued interest - related party		91,054				87,463
Advance - related party, net		60,127				26,749
Loans payable - related party		167,533				167,533
Total Current Liabilities	$	415,515		$		381,364
Commitments and Contingencies		-				-
Stockholders’ Deficit
Preferred stock; $.001 par value; 20,000,000 shares authorized;
and 0 issued and outstanding at March 31, 2016 and
December 31, 2015		-				-
Common stock; $.001 par value; 100,000,000 shares authorized;
and 12,000,000 and 11,711,201 issued, issuable and outstanding
at March 31, 2016 and December 31, 2015 respectively		12,000				11,711
Additional paid-in capital		7,108				-
Accumulated deficit		(433,767	)			(390,187	)
Total Stockholders’ Deficit		(414,659	)			(378,476	)
	$	856			$	2,888

 * Derived from audited information

 

See notes to these unaudited condensed financial statements.

 

3

SYDYS CORPORATION

 Condensed Statements of Operations

(Unaudited)

 

	Three Months Ended
	March 31,
	2016				2015
Revenues
Interactive Media	$	699			$	133,469
	$	699			$	133,469
Operating Expenses
Cost of revenue		34				33,609
Professional fees		23,185				66,091
General and administrative		17,470				34,250
Total Operating Expenses		40,689				133,950
(Loss) Income From Operations		(39,990	)			(481	)
Other income (expense)
Interest expense - related party		(3,590	)			(2,319	)
Total other income (expense)		(3,590	)			(2,319	)
Net profit (loss) to Common Stockholders	$	(43,580	)		$	(2,800	)
Basic and Diluted Net Income (Loss) per Common Share	$	(0.00	)		$	(0.00	)
Basic and Diluted Weighted Average Number of
Common Shares Outstanding		11,890,131				10,874,854

 

See notes to these unaudited condensed financial statements.

 

4

 

SYDYS CORPORATION

Condensed Statements of Cash Flows

(Unaudited)

 

		Three Months Ended
		March 31,
		2016					2015
Cash Flows from Operating Activities:
Net profit (loss)		$		(43,580	)		$	(2,800	)
Adjustments to reconcile net income to cash provided by operating activities:
Shares issued for services				7,397				-
Changes on components of working capital:
(Increase) in accounts receivable				-				(4,674	)
Decrease in other assets				-				13,854
(Decrease ) in accounts payable				(17,819	)			(13,838)
Increase in accrued expenses				13,379				13,864
Increase in accrued interest expense – related party				3,591				2,319
Net Cash (Used) Provided in Operating Activities		$		(37,032	)		$	8,725
Cash Flows from Investing Activities:
Funds advanced to shell prior to merger		$		-			$	(37,337	)
Net Cash Used in Investing Activities		$		-			$	(37,337	)
Cash Flows from Financing Activities:
Cash advanced by owners		$		35,000			$	-
Net Cash Provided by (Used in) Financing Activities		$		35,000			$	-
Net (Decrease) in Cash and Cash Equivalents				(2,032	)			(28,612	)
Cash and Cash Equivalents, Beginning of Period				2,888				35,865
Cash and Cash Equivalents, End of Period		$		856			$	7,253

 

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 “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, 2015, filed with the Commission on March 11, 2016. 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, 2016.

 

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.

1.

Description of Business

•

SYDYS Corporation dba OverAdMedia (the “Company”) was incorporated under the laws of the State of Nevada on February 9, 2004. We were formed for the purpose of engaging in the on-line advertising business.   

•

The Company currently maintains its office in Seattle, Washington.

•

In February 2015, as described more fully in Note 5, substantially all of the Company’s assets and liabilities were acquired by Sydys Corporation (“Sydys”), a Delaware company that was a public reporting shell corporation, as defined under the 1934 Securities and Exchange Act.  For accounting purposes, the acquisition of the assets and liabilities of the Company by Sydys was treated as a recapitalization of Sydys and therefore the financial statements of Sydys on the date of the acquisition became those of the Company.

2.

Summary of Significant Accounting Policies

•

Management is responsible for the fair presentation of the Company’s financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP).

Use of Estimates

•

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.  We consider the allowance for doubtful accounts estimate to be our most significant estimate in these financial statements.

6

SYDYS CORPORATION

Notes to Unaudited Condensed Financial Statements

Cash and Cash Equivalents

•

 The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase.

Accounts Receivable

•

On a periodic basis, the Company evaluates each customer account and based on the days outstanding of the receivable, history of past write-offs, collections, and current credit conditions, writes off accounts it considers uncollectible. Invoices are typically due in 30 days. The Company does not accrue interest on past due accounts and the Company does not require collateral. Accounts become past due on an account-by-account basis. Determination that an account is uncollectible is made after all reasonable collection efforts have been exhausted.

Fair Value of Financial Instruments

•

Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for accounts receivable and accounts payable and accrued expenses qualifying as financial instruments are a reasonable estimate of fair value due to their short term nature.

Income Taxes

•

The Company has historically been treated as a sole proprietorship.  Accordingly, all tax consequences have flowed through to the Company’s owner’s personal income tax returns.  Therefore the Company’s taxable income did not require a provision for income taxes. Effective with the merger the Company will be liable for income taxes however, since the Company has not generated any taxable income, no provision for income taxes has been provided.

•

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, "Accounting for Income Taxes", which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

•

A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized.

•

The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance.

Revenue Recognition

•

Revenues are presented net of discounts. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

•

The Company applies judgment with respect to whether it can establish a selling price based on third party evidence. The Company does not have any product offerings that would be considered multiple deliverables; therefore the pricing model is determined based on competitor prices for similar product offerings.

•

A significant amount of the Company’s revenues are recorded on the cash basis, when the customer’s payment is deposited into the Company’s bank account, as a significant portion of the Company’s customers determine when pricing becomes fixed and determinable.

Concentration of Credit Risk

•

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions.  At various times during the year, the Company may exceed the federally insured limits.  To mitigate this risk, the Company places its cash deposits only with high credit quality institutions.  Management believes the risk of loss is minimal.  At March 31, 2016 and December 31, 2015 the Company did not have any uninsured cash deposits.

7

SYDYS CORPORATION

Notes to Unaudited Condensed Financial Statements

•

During the three months ended March 31, 2016, one customer accounted for approximately 93% of revenues and three vendors accounted for approximately 77% of cost of revenues.

Loss per Share

•

Loss per common share is calculated in accordance with the Accounting Standards Codification, “Earnings per Share.”  Basic loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding.  Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued and if the additional common shares were dilutive.  Shares associated with stock options are not included because their inclusion would be antidilutive (i.e., reduce the net loss per share).

Going Concern

•

As of March 31, 2016, the Company had $856 of cash on hand and had an accumulated deficit of $433,767.  As of December 31, 2015 the Company had paused its revenue as our banner ad and pre-roll video business was changing search algorithms at search providers such as Google, Bing, Yahoo and lower tier sites and robotic traffic undermine the margins available to us. There are no assurances the Company will receive funding necessary to implement its business plan or acquire a profitable 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 and either finding a successful operating company to acquire or internally developing a profitable operation. 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.

4.

Related party note payable

•

The company received $111,533 of funding during 2006 & 2007 from Mr. Warsinske (sole proprietor at the time) for sundry capital requirements. This amount was increased by $6,000 during March of 2012.  This note was formalized during December of 2013. The terms of this agreement include an eight percent (8%) per annum interest rate and is due upon Mr. Warsinske providing the Company with written notice of demand, according to certain terms. However, Mr. Warsinske may not demand repayment of the Note until the Company has profitability over $100,000 and is in a positive cash flow position. At that time, Mr. Warsinske may demand repayment at which the Company has twelve months to pay through excess cash flow of ten percent (10%) per month. Imputed interest expense accrued on the note payable to Mr. Warsinske totaled $2,344 and $2,319 for the three months ended March 31, 2016 and 2015, respectively.

•

The company received two tranches of $25,000 each for an aggregate of $50,000 in April and June of 2015 from Mr. Warsinske, the company’s Chief Executive Officer, the proceeds were used for sundry working capital requirements. These two debentures mature twelve months from the first day of the month following the date of issuance and accrue interest at a 10% rate per annum. The company recorded $1,247 in interest expense related to these two debentures for the three month period ended March 31, 2016. The debentures are convertible at any time while outstanding into shares of common stock of the Company at the rate of $0.80 per share.  The Company’s common stock has had almost no trading for more than 1 year prior to issuance of the debentures and therefore the Company has estimated that the conversion price was in excess of the fair value of the common stock at the time of issuance and therefore no beneficial conversion feature was included at issuance.  The conversion feature has standard anti-dilution protections.

•

During the three month period ended March 31, 2016 Mr. Warsinske advanced the company in three separate tranches $35,000 to meet working capital requirements. Mr. Warsinske expects to be reimbursed for these obligations from the excess working capital of the company in future quarters.  

                   

5.

Capital Stock Activity

•

In February 2015 Sydys entered into an agreement to acquire the assets, liabilities and operations of OverAdMedia, a sole proprietorship then operating in the online advertising industry.  As a condition precedent to closing of the transaction, the sole proprietor of OverAdMedia agreed to extend up to $40,000 in loans to Sydys, and Sydys agreed to use those funds along with the ability to issue up to a maximum of 1,500,000 shares of its common stock to negotiate with its creditors and retire all but approximately $1,000 of its liabilities prior to the closing of the merger.  As consideration for the acquisition of the assets, liabilities and operations of OverAdMedia Sydys agreed to issue 10,000,000 shares of its common stock.

8

SYDYS CORPORATION

Notes to Unaudited Condensed Financial Statements

•

Because at the time of the acquisition, Sydys was a shell company as defined in the 1934 Securities and Exchange Act, the transaction has been accounted for as a recapitalization of OverAdMedia and not as a purchase business combination.  Therefore, there has been no step up in basis to fair value of any of the assets or liabilities acquired and the financial statements of the registrant have become those of OverAdMedia.  All transactional history of Sydys from prior to the closing of the acquisition are no longer presented in these or future financial statements of the Company.

•

In February 2016, the Company issued 288,799 shares of its common stock to its Chief Financial Officer for services provided in connection with business development work for the Company.  The Company valued the stock issued at approximately $0.02 per share based on its estimate of the cash value of the entity as the Company has only had 2 days since January 1, 2015 in which shares in the Company traded in the over-the-counter market, and each day only 100 shares traded.  Thus the Company believes that the bid and ask prices listed do not constitute an active market and therefore does not constitute an estimated fair value for its common stock.

6.

Subsequent Events

•

In April 2016, the principal shareholder and CEO of the Company advanced $10,000 to the Company for general working capital use.

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 8-K/A for the year ended December 31, 2015 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.

 

10

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 will issue 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, 2016 compared to three months ended March 30, 2015

Results of Operations

 

Revenues

Overall, our revenues decreased 99% for the three months ended March 31, 2016 as compared to three months ended March 30, 2015 as we transition our business. Revenue associated with our new technology licensing was $699 representing one sale made during the quarter.  The Company does not expect to derive significant future revenue during the testing phase of the new technology/product.

11

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 our continuing to test this licensed technology and if successful 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 fourth quarter of 2015.  

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 5% for the three month period ended March 31, 2016 compared to 25% for the three month period ended March 30, 2015. During the three months ended March 31, 2015 the company had salaries for one of the officers included in the cost of revenues of $7,500 which was included in these expenses. Also included in 2015 was a one-time fee of $21,000 paid to one of our traffic providers, which accounted for 7% of the cost of revenue.

Professional Fees

Professional fees decreased approximately $43,000 to $16,077 in the first quarter of 2016. The decrease was a result of the acquisition of the business of OverAdMedia which occurred during the first quarter of 2015. We expect that our professional fees will remain at this reduced levels going forward as we incur the costs of being a public company have stabilized.  In addition we continue to 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 decreased approximately $17,000 in the first Quarter 2016.  As our business has been reduced many of the associated costs have also decreased. Nevertheless, 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 increase during the three month period ended March 31, 2016 to $ 3,591 compared to the respective period in 2015 of $2,319 which represented loans outstanding prior to the issues of the two debentures. During the first quarter the company continue to accruing for the 10% interest rate on the convertible debentures, which aggregated to a total of $1,247 for the quarter.  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 profit decreased to a loss of $43,580 for the three month period ended March 31, 2016 as compared to the three month period ended March 30, 2015. Mainly attributable by the decrease revenue offset by the decrease in administrative expenses due to the volume decrease in revenue.

12

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, 2016 we had approximately $699 in cash and cash equivalents and a negative working capital of approximately $156,072 excluding the related party note payable and accrued interest. 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.

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 pending some nominal advances from our Chief Executive Officer.  We do not expect that our Chief Executive Officer and Chairman of the Board will make any demands for repayment of principal or interest in next twelve months.

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 2016 and 2015 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 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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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, 2016, 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, 2016 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 1. Legal Proceedings

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

Item 1A. Risk Factors

This item is not applicable to smaller reporting companies.  

 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

None.

Item 5.

Other Information.

 

None.

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Item 6. 

Exhibits.

 

The following exhibits are included or incorporated by reference herein:

 

 

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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: May 2, 2016	/s/ Michael Warsinske
	Michael Warsinske
	Chief Executive Officer

 

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