UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20459





FORM
10-KSB/A


(Amendment
No. 1)


(Mark
One)





[X]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT


OF
      1934





For
the fiscal year ended September 30, 2008





OR





[
      ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE


ACT
      OF 1934


Commission
File Number 0-17580





SYNERGX
SYSTEMS INC


(Exact
name of registrant as specified in its charter)






Delaware
            11-2941299(State or other
      jurisdiction of incorporation or
      organization)
            (I.R.S. Employer
      Identification No.)








209
Lafayette Drive, Syosset, New York 11791


(Address
of principal executive offices) (Zip Code)





Issuer's
telephone number, including area code:  (516)
433-4700





Securities
registered pursuant to Section 12(b) of the Act:  None





Securities
registered pursuant to Section 12(g) of the Act:  Common Stock, $0.001 par value per
share





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act    





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes xNo o




Check
if no disclosure of delinquent filers in response to Item 405 of Regulation S-B
is contained in this form, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB/A or any amendment to
this Form 10-KSB/A o




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes oNo x




Issuer’s
revenues for the year ended September 30, 2008 was $20,104,302.




The
aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the average bid and ask prices for the Registrant's
Common Stock, $.001 par value per share, as of January 26, 2009 was $1,584,266
Shares of common stock held by each officer and director and by each person or
group who owns 10% or more of the outstanding common stock have been excluded in
that such persons or groups may be deemed to be affiliates.  This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.





As of
January 26, 2009, registrant had 5,210,950 shares of $0.001 par value Common
Stock outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE




Not
applicable.




Transitional
Small Business disclosure format (check one): Yes oNo x











EXPLANATORY NOTE




This
Amendment No. 1 on Form 10-KSB/A (this “Amendment”) amends Synergx System Inc.’s
Annual Report on Form 10-KSB for the fiscal year ended September 30, 2008,
originally filed on January 8, 2009 (the “Original Filing”).  We are
filing this Amendment to include the information required by Part III contained
in the Original Filing as we will not file its definitive proxy statement within
120 days of the end of our fiscal year ended September 30,
2008.   In addition, in connection with the filing of this
Amendment and pursuant to the rules of the Securities and Exchange Commission,
we are including with this Amendment certain currently dated
certifications.  Accordingly, Item 13 of Part III has also been
amended to reflect the filing of these currently dated
certifications.





Except
as described above, no other changes have been made to the Original Filing. This
Amendment continues to speak as of the date of the Original Filing, and we have
not updated the disclosures contained therein to reflect any events which
occurred at a date subsequent to the Original Filing.














TABLE
OF CONTENTS





FORM
10-KSB/A ANNUAL REPORT





SYNERGX
SYSTEMS INC.





PART IIIITEM
      9.
              DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE
              1ITEM
      10.
              EXECUTIVE
      COMPENSATION
              3ITEM
      11.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
              5ITEM
      12.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
              6ITEM
      13.
              EXHIBITS
              7ITEM
      14.
              PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
              8SIGNATURES
              9










As
used in this document, references to “Synergx”, “our company”, “we”, “us”, and
“our” refer to Synergx Systems Inc. and its directly and indirectly wholly-owned
subsidiaries.











PART
III





Item
      9.
            Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Securities Exchange Act of 1934 (the "Exchange
      Act").





Our
Directors and Executive Officers and their respective ages and positions, as of
September 30, 2008, along with certain biographical information (based solely on
information supplied by them), are as follows:





NAME
              AGE
              OFFICE
              DATE SERVICE
    COMMENCEDPaul
      Mendez
              65
              Chief
      Executive Officer and Chairman
              June
      2008John
      A. Poserina
              68
              Treasurer,
      Vice President, Chief Financial Officer, Secretary and
      Director
              January
      1997Harris
      Epstein
              71
              Director
      and Audit Committee
              July
      2005Peter
      Barotz
              79
              Director
              March
      2007Ronald
      Fetzer
              45
              Director
      and Audit Committee
              September
      2007





Paul
Mendez





Mr.
Mendez joined Synergx as Chairman of the Board and as President and Chief
Executive Officer in June 2008.  Mr. Mendez is the President and
Chairman of the Board of Firecom Inc. (“Firecom”) and Vice President of
Multiplex Electrical Services, Inc.  Mr. Mendez was elected Chairman
of the Board and President of Firecom in July 1991.





John
A. Poserina





Mr.
Poserina joined us as Treasurer, Vice President, Chief Financial Officer and
Director as of January 1, 1997. From December 1995 until he joined us, Mr.
Poserina was an independent financial consultant. Also, from July 1996 to
September 1996, Mr. Poserina was Chief Financial Officer of Happiness Express
Inc. Mr. Poserina was Chief Financial Officer of Dorne and Margolin Inc. from
November 1994 to December 1995. Prior to that, Mr. Poserina spent 15 years as
Vice President, Treasurer and Chief Financial Officer of Chryon Corporation,
which was a NYSE listed company registered under the Exchange Act. Mr. Poserina
holds a Bachelor of Science degree in accounting from the University of Rhode
Island and is a Certified Public Accountant.





Harris
Epstein





Mr.
Epstein founded the Lender Relationship Group in 1988 and has served as its
President since its inception.  The Lender Relationship Group provides
consulting services to the lending community with expertise in the areas of due
diligence, loan origination, manual preparation and general
consulting.  Mr. Epstein has over 50 years experience in banking and
asset lending working with international and national banks and financial
institutions.


Peter
Barotz





Mr.
Barotz has been the President of Panda Capital Corporation, a private financial
services company, for the past 27 years.  He has been a director
of General Bearing Corp. since December 30, 1997.





Ronald
P. Fetzer





Mr.
Fetzer is Vice President of NexCen Brands, Inc., an intellectual property
management and franchising company, and is responsible for financial reporting
and tax matters.  From November, 1999 to July, 2007 Mr. Fetzer was
Chief Financial Officer at Bill Blass, Ltd. , a fashion manufacturing and
licensing firm.  Prior to his employment at Bill Blass, Mr. Fetzer was
senior manager at the accounting firm of UHY, LLP (previously known as Urbach
Kahn & Werlin) from 1996 to 1999.  Mr. Fetzer received an MBA in
International Finance from Baruch College in 1991 and a BA in Accounting from
Queens College in 1985.






1





Directors
hold office for a period of one year from the Annual Meeting of Stockholders at
which they are elected or until their successors are duly elected and qualified.
Officers are appointed by the Board of Directors and hold office at the will of
the Board of Directors.





Family Relationships;
Involvement in Certain Legal Proceedings





There
are no family relationships between any Director or Executive Officer of Synergx
and any other Director or Executive Officer of Synergx.




Directors
hold office for a period of one year from the Annual Meeting of Stockholders at
which they are elected or until their successors are duly elected and qualified.
Officers are appointed by the Board of Directors and hold office at the will of
the Board. There is no nominating, or compensation committee of the Board of
Directors nor is there any committee performing similar
functions.





Within
the last five years, no director, officer, significant employee or consultant
has been convicted in a criminal proceeding, exclusive of traffic violations or
violated any commodities or securities law. Similarly, no bankruptcy petitions
have been filed by or against any business or property of any director, officer,
significant employee or consultant nor has any bankruptcy petition been filed
against a partnership or business association where these persons were general
partners or executive officers. No director, officer, significant employee or
consultant has been permanently or temporarily enjoined, barred, suspended or
otherwise limited from involvement in any type of business, securities or
banking activity.





Section 16(a) Beneficial
Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934 requires our officers and
directors, and persons who own more than ten percent of a registered class of
our equity securities to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Officers, directors and greater than
ten-percent shareholders are required by SEC regulation to furnish us with
copies of all Section 16(a) forms they file.





Based
on its review of the copies of such forms received by it, we believe that,
during the fiscal year ended September 30, 2008, all filing requirements
applicable to its officers, directors and greater than ten-percent shareholders
were met.





Code of Business Conduct and
Ethics





On
January 24, 2005, we adopted a Code of Business Conduct and Ethics that applies
to our directors, officers and employees in the performance of their
responsibilities with respect to our business. Our Code of Business Conduct and
Ethics is available on our website at www.synergxsystems.com under the Corporate
Governance section, and is available in print to any shareholder upon written
request to our Secretary.





Board of Directors and
Committee Information





The
Board of Directors currently consists of five members. The Board has determined
that each of Mr. Barotz, Mr. Epstein and Mr. Fetzer is
“independent” as set forth in the rules and regulations of The Nasdaq Stock
Market (“Nasdaq”) and the Exchange Act.





Audit
Committee





The
board of directors has a standing audit committee, with a written charter, which
currently consists of Ronald P. Fetzer and Harris Epstein, each of whom is
independent under applicable independence requirements. The board of directors
has determined that Mr. Fetzer and Mr. Epstein each also satisfies the
definition of “audit committee financial expert” as promulgated by the
Securities and Exchange Commission.






2






Item
10. Executive Compensation





The
following table sets forth certain information with respect to compensation paid
or accrued by us for services rendered to it for each of the three fiscal years
ended September 30, 2008, as to Paul Mendez, our current Chief Executive
Officer; Daniel S. Tamkin, our former Chief Executive Officer; John A. Poserina,
our Chief Financial Officer and Secretary;  and Albert Koenig, the former
President of Casey Systems Inc.  None of our other Executive Officers
had aggregate remuneration in excess of $100,000.





Name
                                                  Year
                                                  Salary
      ($)
                                                  Bonus
      ($)
                                                  Stock
      Awards ($)
                                                  Option
      Awards
                                                    ($)
                                                  Non-Equity
      Incentive Plan Compensation ($)
                                                  Nonqualified
      Deferred Compensation Earnings
                                                    ($)
                                                  All
      Other Compensation ($)
                                                  Total
                                                    ($)Paul
      Mendez (1)
                                                    CEO
      and Chairman2008
                                                  5,000
                                                  -
                                                  -
                                                  -
                                                  -
                                                  -
                                                  -
                                                  5,000Daniel
      S. Tamkin (2)
                                                  2008
                                                    2007
                                                    2006
                                                  141,000
                                                    192,000
                                                    183,000
                                                  -
                                                    -
                                                    -
                                                  -
                                                    -
                                                    -
                                                  -
                                                    -
                                                    -
                                                  -
                                                    -
                                                    -
                                                  -
                                                    -
                                                    -
                                                  341,000
      (4)
                                                    16,000
      (4)
                                                    15,000
      (4)
                                                  482,000
                                                    208,000
                                                    198,000John
      A. Poserina
                                                    Chief
      Financial Officer
                                                  2008
                                                  203,000
                                                  -
                                                  -
                                                  -
                                                  -
                                                  -
                                                  11,000
      (5)
                                                  214,0002007
                                                  195,000
                                                  -
                                                  -
                                                  -
                                                  -
                                                  -
                                                  11,000
      (5)
                                                  206,0002006
                                                  184,000
                                                  -
                                                  -
                                                  -
                                                  -
                                                  -
                                                  24,000
      (5)
                                                  208,000Albert
      Koenig (3)
                                                  2008
                                                  77,000
                                                  -
                                                  -
                                                  -
                                                  -
                                                  -
                                                  186,000
      (6)
                                                  263,0002007
                                                  197,000
                                                  -
                                                  -
                                                  -
                                                  -
                                                  -
                                                  13,000
      (6)
                                                  210,0002006
                                                  186,000
                                                  -
                                                  -
                                                  -
                                                  -
                                                  -
                                                  27,000
      (6)
                                                  213,000





(1)  In June
2008, we entered into an Employment Agreement with Mr. Mendez under which
Mr. Mendez will serve as our President and Chief Executive
Officer.  Pursuant to the Employment Agreement, in effect until
September 30, 2008, we paid Mr. Mendez a salary at an annual rate of
$20,000.





(2)  Mr.
Tamkin resigned as our President and Chief Executive Officer June
2008.  We entered into a Separation Agreement and General Release (the
“Agreement”) with Mr. Tamkin, in satisfaction of mutual obligations, based
on the terms of Mr. Tamkin’s employment agreement.  The Agreement provided,
among other things, that we pay Mr. Tamkin compensation payments totaling
approximately $300,000.





(3)  In
February 2008, Mr. Koenig resigned as President of our principal operating
subsidiary Casey Systems Inc.  We entered into a Separation Agreement
and General Release with Mr. Koenig, in satisfaction of mutual
obligations, which provided, among other things, that we pay Mr. Koenig his
annual salary for nine months.





(4)
      Includes the following:
                      
                      
                      2008
                      
                      
                      2007
                      
                      
                      2006Auto
                      
                      $
                      9,000
                      
                      
                      $
                      12,000
                      
                      
                      $
                      12,000Medical
                      
                      
                      4,000
                      
                      
                      
                      4,000
                      
                      
                      
                      3,000Unused
      Vacation Reimbursement
                      
                      
                      5,000
                      
                      
                      
                      -
                      
                      
                      
                      -Separation
      Costs
                      
                      
                      323,000
                      
                      
                      
                      -
                      
                      
                      
                      -(5)
      Includes the following:
                      
                      
                      2008
                      
                      
                      2007
                      
                      
                      2006Auto
                      
                      $
                      7,000
                      
                      
                      $
                      7,000
                      
                      
                      $
                      7,000Medical
                      
                      
                      4,000
                      
                      
                      
                      4,000
                      
                      
                      
                      3,000Unused
      Vacation Reimbursement
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      14,000(6)
      Includes the following:
                      
                      
                      2008
                      
                      
                      2007
                      
                      
                      2006Auto
                      
                      $
                      -
                      
                      
                      $
                      12,000
                      
                      
                      $
                      10,000Medical
                      
                      
                      -
                      
                      
                      
                      1,000
                      
                      
                      
                      1,000Unused
      Vacation Reimbursement
                      
                      
                      14,000
                      
                      
                      
                      -
                      
                      
                      
                      16,000Separation
      Costs
                      
                      
                      172,000
                      
                      
                      
                      -
                      
                      
                      
                      -






3








The
following table details, as of September 30, 2008, the number and value of
option exercises and value of unexercised in-the-money options held by Paul
Mendez, Daniel S. Tamkin, John A. Poserina, and Albert Koenig.  There
are no stock awards outstanding.




Option
      AwardsName
                                    Grant
      Date
                                    
                                    Number
      of Securities Underlying Unexercised Options (#)
      Exercisable
                                    
                                    Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options (#)
                                    
                                    Number
      of Securities Underlying Unexercised Options (#)
      Unexercisable
                                    
                                    
                                    Option
      Exercise Price
                                      ($)
                                    
                                    Option
      Expiration DatePaul
      Mendez
                                    -
                                    
                                    
                                    -
                                    
                                    -
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    -Daniel
      S. Tamkin
                                    -
                                    
                                    
                                    -
                                    
                                    -
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    -John
      A. Poserina
                                    2/10/2005
                                    
                                    
                                    12,000
                                    
                                    8,000
                                    
                                    
                                    
                                    
                                    
                                    $
                                    2.50
                                    
                                    2/9/2010Albert
      Koenig
                                    -
                                    
                                    
                                    -
                                    
                                    -
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    -





In
March 2004, Synergx’s Board of Directors and its stockholders adopted a
nonqualified stock option plan ("2004 Plan"), which will expire March 10, 2009,
except as to options outstanding under a prior 1997 Plan. Under the 2004 Plan,
the Board of Directors may grant options to eligible employees at exercise
prices not less than 100% of the fair market value of the common shares at the
time the options are granted. The number of shares of Common Stock that may be
issued shall not exceed an aggregate of up to 10% of our issued and outstanding
shares from time to time. Options vest at a rate of 20% per year commencing one
year after date of grant. Issuances under the 2004 Plan are to be reduced by
options outstanding under the prior 1997 nonqualified stock option
plan.





In
December 1995, the Board of Directors voted to institute a 401(k) plan for
nonunion employees to be effective January 1, 1996. The plan includes a profit
sharing provision at the discretion of the board of directors. There was no
profit sharing contribution in 2008 or in 2007.




Employment
Agreements.  Each of our executive officers is covered by
Employment Agreements (each, an “Employment Agreement”).





In June 2008, we entered into an
Employment Agreement with Paul Mendez under which Mr. Mendez will serve as our
President and Chief Executive Officer.  Under the terms of the
original employment agreement, Mr. Mendez received a salary of
$20,000.  On January 15, 2009, we entered into the Amendment to the
Employment Agreement with Paul Mendez, effective October 1,
2008.  As a result, we will pay Mr. Mendez an annual base salary
of $250,000 from October 1, 2008.  Pursuant to the Employment
Agreement, both our Board of Directors and Mr. Mendez may terminate his
employment without cause and at any time.





Mr.
Poserina’s Employment Agreement, executed January 1, 1997 provides that
if  Mr. Poserina is terminated without "Cause" (as such term is
defined in the Employment Agreement) by us he will be entitled to receive, for
up to six months (the “severance period”), his annual base salary reduced by the
compensation he may receive from any new employment. If there is a sale of all
or substantially all of our assets or equity, then the severance period shall be
12 months without regard to any other compensation he might receive from new
employment.





Director
Compensation.  During the fiscal year ended September 30, 2007,
we compensated our non-management directors with a $10,000 annual
retainer.  Effective April 1, 2008, non-management directors received
a quarterly retainer of $5,000.  Directors also receive $600 for each
committee or special meeting attended by each non-management
director.  Each of our non-management directors were paid $29,200
during the fiscal year ended September 30, 2008.




4




Item
11.  Security Ownership of Certain Beneficial Owners and
Management




The
following table sets forth certain information known to us regarding beneficial
ownership of our outstanding Common Stock at January 26, 2009 of (i) each
beneficial owner of more than five percent of the Common Stock, (ii) each of our
Directors, and (iii) all of our Officers and Directors as a
group.  Unless otherwise indicated, the address of the below-listed
persons is our address, 209 Lafayette Drive, Syosset, NY
11791.





Common
Stock Beneficially Owned At January 26, 2009





Name
      and Address of
                                      Beneficial
      Owner
                                    
                                    Number
      of Shares
                                    
                                    
                                    Percent
      of SharesPaul
      Mendez (1)
                                    
                                    
                                    1,578,012
                                    
                                    
                                    
                                    30.3
                                    %Heartland
      Advisors Inc. (2)
                                    
                                    
                                    500,000
                                    
                                    
                                    
                                    9.6
                                    %John
      A. Poserina (3)
                                    
                                    
                                    48,334
                                    
                                    
                                    
                                    *Harris
      Epstein (4)
                                    
                                    
                                    5,000
                                    
                                    
                                    
                                    *Peter
      Barotz
                                    
                                    
                                    -
                                    
                                    
                                    
                                    *Ronald
      Fetzer
                                    
                                    
                                    -
                                    
                                    
                                    
                                    *All
      Executive Officers and Directors as a Group (5
persons)
                                    
                                    
                                    1,635,346
                                    
                                    
                                    
                                    31.3
                                    %Total
      Shares Issued and Outstanding
                                    
                                    
                                    5,210,950
                                    
                                    
                                    
                                    100
                                    %






(1)
Address is 3927 59th Street,
Woodside, N.Y. Mr. Paul Mendez is the Chairman of the Board of Directors and
controlling shareholder of Firecom, and for purposes of Rule 13d-3 may be deemed
the beneficial owner of such Shares deemed to be beneficially owned by Firecom.
Thus, Mr. Mendez may be deemed, for purposes of Rule 13d-3, to be the beneficial
owner of 1,578.012 Shares of the Issuer. Mr. Mendez has shared voting power over
1,578.012 Shares of the Issuer and he has shared dispositive power over
1,578.012 Shares. Mr. Mendez disclaims any economic interest or beneficial
ownership of these Shares.





(2)
Address is 789 N Water Street, Suite 500, Milwaukee, WI 53202.





(3)
Includes 20,000 shares of Common Stock issuable upon exercise of options granted
with exercise price of $2.50 per share.





(4)
Includes 5,000 shares of Common Stock issuable upon exercise of options
granted with
exercise price of $2.50 per share.




*     
Less than 1%





Securities authorized for
issuance under equity compensation plans.





Equity
      Compensation Plan Information
                            As
      of September 30, 2008Number
      of
                            securities
      to be
                            issued
      upon exercise
                            of
      outstanding options,
                            warrants
      and rights
                          
                          
                          Weighted-average
                            exercise
      price of
                            outstanding
                            options,
      warrants
                            and
      rights
                          
                          
                          Number
      of securities remaining
                            available
                            for
      future issuance under equity compensation plans (excluding securities
      reflected in column (a)Plan
      category
                          
                          (a)
                          
                          
                          (b)
                          
                          
                          (c)Equity
      compensation plansapproved security 
      holders
                          
                          
                          57,000
                          
                          
                          $
                          2.36
                          
                          
                          
                          277,997Equity
      compensation plans not  approved by security
      holdersTotal
                          
                          
                          57,000
                          
                          
                          $
                          2.36
                          
                          
                          
                          277,997






5






Item
12. Certain Relationships and Related Transactions





At
September 30, 2007, Firecom, Inc. (“Firecom”) (a privately owned company
involved in the firm alarm business) owned 1,352,544 shares or approximately 26%
of our outstanding shares of common stock.  During the fiscal year
ended September 30,.2008, Firecom purchased an additional 225,568 shares
increasing its beneficial ownership to 1,578,012 shares  equal to 30%
of our outstanding shares of common stock.  Paul Mendez, our President
and Chief Executive Officer, also serves as Chairman of the Board of Directors
and Chief Executive Officer of Firecom.  Peter Barotz, one of our
directors, also serves as a director of Firecom.





In
June 2008, we entered into an Employment Agreement with Paul Mendez under which
Mr. Mendez will serve as our President and Chief Executive
Officer.  Under the terms of the original employment agreement, Mr.
Mendez received a salary of $20,000.  On January 15, 2009, we entered
into the Amendment to the Employment Agreement with Paul Mendez, effective
October 1, 2008.  As a result, we will pay Mr. Mendez an annual
base salary of $250,000 from October 1, 2008.  Pursuant to the
Employment Agreement, both our Board of Directors and Mr. Mendez may terminate
his employment without cause and at any time.  Mr. Mendez has also
agreed to certain non-competition and confidentially
provisions.





We
have entered into several transactions with Firecom in the ordinary course of
business that are not material to our revenues, gross profit or net
income.  Firecom has provided certain sales leads to us for products
Firecom does not sell. These sales leads have resulted in additional sales of
products to customers. We have paid Firecom 2% sales commissions related to
these sales.  Firecom has manufactured and sold to us certain fire
alarm equipment made to our specifications. This equipment was sold to us
for $35,000 during the year ended September 30, 2008.  From time to
time, we have purchased and sold certain products used in Firecom’s
business.  During the year ended September 30, 2008 these products
were sold to Firecom for $85,000. We have a consulting agreement with Firecom
pursuant to which Firecom provides certain hardware and software engineering and
field trouble-shooting services.  In offering these services, Firecom
has agreed to keep information confidential and refrain from use of the
information in its business.





Firecom
also provides us with a full time employee who serves as President of our fire
alarm products and services activities. Since February 2008, we
paid Firecom $135,000 for the services of this individual.






6







Item
13. Exhibits





(a)
Exhibits





Exhibit
      No.
                  
                  Description
      of Exhibit3.1
                  
                  Certificate
      of Incorporation of the Company, as amended (6)3.2
                  
                  By-Laws
      of the Company (2)4.1
                  
                  Specimen
      Common Stock Certificate (2)10.1
                  
                  Credit
      Facility dated October 9, 2003 between Synergx Systems Inc. as borrower
      and Hudson United Bank as lender. (5)10.2
                  
                  Employment
      Agreement between Casey Systems Inc. and Al Koenig dated as
      of  February 17, 2005 (7)10.3
                  
                  Employment
      Agreement between Synergx Systems Inc. and Daniel S. Tamkin dated as of
      October 1, 2005 (7).10.4
                  
                  Second
      Amendment to Revolving Loan Agreement, Promissory Note and Other Loan
      Documents, between Synergx Systems Inc. and TD Banknorth, N.A., dated as
      of September 29, 2006. (8)10.8
                  
                  Form
      of Lease dated February, 2000 between Casey Systems as Tenant and First
      Industrial L.P. as Landlord (3)10.9
                  
                  Form
      of Lease dated July 23rd, 2002   between Systems Service
      Technology Corp as Tenant and Balbo Realty LLC as Landlord
      (4)10.10
                  
                  Form
      of Limited Partnership Agreement dated May 29, 2003 between 3077118 Nova
      Scotia ULC (a Synergx Systems owned company) and Secure 724 LP
      (5)10.11
                  
                  Separation
      Agreement and General Release dated June 2, 2008, between Daniel S. Tamkin
      and Synergx Systems Inc. (9)10.12
                  
                  Employment
      Agreement, dated as of June 10, 2008, between Synergx Systems Inc and Paul
      Mendez (10)10.13
                  
                  Amendment
      to the Employment Agreement, dated January 15, 2009, between Paul Mendez
      and Synergx Systems Inc. (11)31.1
                  
                  Certification
      of Paul Mendez pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002*31.2
                  
                  Certification
      of John A. Poserina pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002*32.1
                  
                  Certification
      of Paul Mendez and  John A. Poserina pursuant
      to  Section 906 of the Sarbanes-Oxley Act of
      2002*





(1)
Reference is made to the correspondingly numbered Exhibit to Amendment No.
1 to the Company’s Registration Statement on Form
S-2, Registration No. 33-51472, filed with the Commission on
December 23, 1992, which is incorporated herein by reference.




(2)
Reference is made to the correspondingly numbered Exhibit to Amendment No.
1 to the Company’s Registration Statement on Form
S-1, Registration No. 22-26050, filed with the Commission on
January 23, 1989, which is incorporated herein by
reference.




(3)  Reference
is made to the correspondingly numbered Exhibit to the Company’s Annual Report
on Form 10-KSB for the Fiscal Year Ended September 30, 2001, which Exhibit
is incorporated herein by reference.




(4)  Reference
is made to the correspondingly numbered Exhibit to the Company’s Annual Report
on Form 10-KSB for the Fiscal Year Ended September 30,
2002, which


Exhibit
is incorporated herein by reference.





(5)
Reference is made to the correspondingly numbered Exhibit to the Company’s
Annual Report on Form 10-KSB for the Fiscal Year Ended September 30, 2003 which
Exhibit is incorporated herein by reference.





(6)
Reference is made to the correspondingly numbered Exhibit to the Company’s
Amendment to Annual Report on Form 10-KSB/A for the Fiscal Year Ended
September 30, 2002 which Exhibit is incorporated herein by
reference.





(7)  Reference
is made to the correspondingly numbered Exhibit to the Company’s Annual
Report on Form 10-KSB for the Fiscal Year Ended September 30, 2005 which Exhibit
is incorporated herein by reference.




(8)  Reference
is made to the correspondingly numbered Exhibit to the Company’s Annual
Report on Form 10-KSB for the Fiscal Year Ended September 30, 2006 which Exhibit
is incorporated herein by reference.




(9)  Reference
is made to the correspondingly numbered Exhibit to the Company’s Current
Report on Form 8-K filed on June 6, 2008.




(10)  Reference
is made to the correspondingly numbered Exhibit to the Company’s Current
Report on Form 8-K filed on June 11, 2008.





(11)  Reference
is made to the correspondingly numbered Exhibit to the Company’s Current
Report on Form 8-K filed on January 22, 2009.








*
filed herewith






7










Item
14. Principal Accountant Fees and Services





During
the fiscal year ended September 30, 2007, the Company retained its principal
auditor, Marcum & Kliegman, LLP to provide services.  On September
3, 2008, we dismissed Marcum & Kliegman LLP as our principal
accountants.  We engaged Nussbaum Yates Berg & Wolpow, LLP as the
Company’s new independent accountants to audit the Company’s consolidated
financial statements for the fiscal year ending September 30,
2008.  We paid the following amounts for accounting services to our
accountants:





2008
                  
                  
                  2007Audit
      Related Fees
                  
                  $
                  125,000
                  
                  
                  $
                  92,000Tax
      Fees
                  
                  
                  26,000
                  
                  
                  
                  25,000All
      Other Fees
                  
                  
                  9,500
                  
                  
                  
                  11,005


Consistent
with SEC and PCAOB requirements regarding auditor independence, the Audit
Committee has responsibility for appointing, setting compensation and overseeing
the work of the independent registered public accounting firm. In recognition of
this responsibility, the Audit Committee approves all audit and permissible
non-audit services provided by the independent registered public accounting
firm.









8






SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.




SYNERGX
      SYSTEMS INC.(Registrant)Dated:
      January 28, 2009
                By:
                /s/ Paul
      MendezPaul
      Mendez,Chief
      Executive Officer




In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Company and in the capacities and on the
dates indicated.











SIGNATURE
              TITLE
              DATE/s/ Paul Mendez
                Paul Mendez
              Chairman,
      President and Chief Executive Officer
                (Principal
      Executive Officer)
              January
      28, 2009/s/ John
      A. Poserina
                
                John
      A. Poserina
              Treasurer,
      Vice President,
                Chief
      Financial Officer,
                Secretary
      and Director
                (Principal
      Financial Officer)
              January
      28, 2009/s/ Harris
      Epstein
                Harris
      Epstein
              Director
              January
      28, 2009/s/ Peter
      Barotz
                Peter
      Barotz
              Director
              January
      28, 2009/s/ Ron
      Fetzer
                
                Ron
      Fetzer
              Director
              January
      28, 2009