United States
 Securities
and Exchange Commission
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 [X]   
Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 For the quarterly period ended:December
31,
2008
 
 [ 
]     Transition report pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934
 
 For the
transition period from _____ to _____
  Commission
file number: 000-51727
  SYDYS
CORPORATION
 (Exact
name of registrant  as specified in its charter)
  Nevada
              98-0418961(State or other
      jurisdiction
                of incorporation or
      organization)
              (IRS
      Employer
                Identification
      No.)
 
 7
Orchard Lane
 Lebanon,
NJ 08833
 (Address
of Principal Executive Offices)
 
 (908)
236-9885
 (Registrant’s
Telephone Number, Including Area Code)
  
 Indicate
by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  [ 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  [ X
]   No  [  ]
 
 As of
February 9, 2009, there were 21,777,665shares issued and
outstanding of the issuer's common stock, $.001 par value per
share.
  
  SYDYS
CORPORATION
 FORM
10-Q
 FOR THE
QUARTER ENDED DECEMBER 31, 2008
 TABLE
OF CONTENTS
  PagePART
      I - FINANCIAL INFORMATIONItem
      1:     Financial Statements
(Unaudited)
                1Item
      2:     Management's Discussion and Analysis of
      Financial Condition and Results of Operations
                6Item
      4T:     Controls and Procedures
                9PART
      II - OTHER INFORMATIONItem
      1A:  Risk Factors
                10Item
      6:     Exhibits
                14Signatures
                15
 PART
I -FINANCIAL
INFORMATION
  ITEM
1.  FINANCIAL STATEMENTS
  SYDYS
CORPORATION
 (A
Development Stage Company)
 Condensed Balance
Sheets
  December
      31,
                  
                  
                  September
      30,2008
                  
                  
                  2008(Unaudited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                  
                  $
                  14,779
                  
                  
                  $
                  33,068Total
      Current Assets
                  
                  $
                  14,779
                  
                  
                  $
                  33,068LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      payable and accrued expenses
                  
                  $
                  43,599
                  
                  
                  $
                  39,159Total
      Current Liabilities
                  
                  
                  43,599
                  
                  
                  
                  39,159Commitments
      and ContingenciesStockholders’
      DeficitCommon
      stock; $.001 par value; 33,333,333 shares authorized; and21,777,665
      issued and outstanding at December 31, 2008 andSeptember
      30, 2008, respectively
                  
                  
                  21,778
                  
                  
                  
                  21,778Additional
      paid-in capital
                  
                  
                  872,502
                  
                  
                  
                  872,502Deficit
      accumulated in the development stage
                  
                  
                  (923,100
                  )
                  
                  
                  (900,371
                  )Total
      Stockholders’ Deficit
                  
                  
                  (28,820
                  )
                  
                  
                  (6,091
                  )$
                  14,779
                  
                  
                  $
                  33,068
  See
notes to these condensed financial statements.
  1
 
 SYDYS
CORPORATION
 (A
Development Stage Company)
 Condensed Statements of
Operations
 (Unaudited)
  February
      9, 2004(Inception)
      toThree
      Months Ended December 31,
                  
                  
                  December
      31,2008
                  
                  
                  2007
                  
                  
                  2008Revenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  210Costs
      of Goods Sold
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  150Gross
      Profit
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  60Operating
      ExpensesAccounting
      and legal fees
                  
                  
                  10,111
                  
                  
                  
                  17,799
                  
                  
                  
                  438,684Consulting
      fees – related party
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  8,349Consulting
      fees
                  
                  
                  9,000
                  
                  
                  
                  9,000
                  
                  
                  
                  89,500Share
      based compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  226,900Bad
      debt expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  125,000General
      and administrative
                  
                  
                  3,618
                  
                  
                  
                  2,617
                  
                  
                  
                  45,403Total
      Operating Expenses
                  
                  
                  22,729
                  
                  
                  
                  29,416
                  
                  
                  
                  933,836Loss
      From Operations
                  
                  
                  (22,729
                  )
                  
                  
                  (29,416
                  )
                  
                  
                  (933,776
                  )Interest
      income
                  
                  
                  -
                  
                  
                  
                  (34
                  )
                  
                  
                  (10,676
                  )Net
      Loss to Common Stockholders
                  
                  $
                  (22,729
                  )
                  
                  $
                  (29,382
                  )
                  
                  $
                  (923,100
                  )Basic
      and Diluted Loss per Common Share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.05
                  )Basic
      and Diluted Weighted Average Number ofCommon
      Shares Outstanding
                  
                  
                  21,777,665
                  
                  
                  
                  21,727,665
                  
                  
                  
                  17,730,066
  See notes
to these condensed financial statements.
  2
 
 SYDYS
CORPORATION
 (A
Development Stage Company)
 Condensed
Statements of Cash Flows
 (Unaudited)
  February
      9, 2004(Inception)
      toThree
      Months Ended December 31,
                  
                  
                  December
      31,2008
                  
                  
                  2007
                  
                  
                  2008Net
      Cash Used in Operating Activities
                  
                  $
                  (18,289
                  )
                  
                  $
                  (42,483
                  )
                  
                  $
                  (535,521
                  )Cash
      Flows from Investing ActivitiesCollection
      on note receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,010,000Loan
      made under notes receivable
                  
                  
                  -
                  
                  
                  
                  (15,000
                  )
                  
                  
                  (1,135,000
                  )Net
      Cash Used in Investing Activities
                  
                  
                  -
                  
                  
                  
                  (15,000
                  )
                  
                  
                  (125,000
                  )Cash
      Flows from Financing ActivitiesProceeds
      from note payable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,000Proceeds
      from note payable - related party
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,547Repayment
      of note payable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,000
                  )Repayment
      of note payable – related party
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,547
                  )Issuance
      of common stock, net of offering costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  908,440Cancellation
      of common stock, net of refunded offering costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (233,140
                  )Net
      Cash Provided by Financing Activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  675,300Net
      (Decrease) Increase in Cash and Cash Equivalents
                  
                  
                  (18,289
                  )
                  
                  
                  (57,483
                  )
                  
                  
                  14,779Cash
      and Cash Equivalents, Beginning of Period
                  
                  
                  33,068
                  
                  
                  
                  203,322
                  
                  
                  
                  -Cash
      and Cash Equivalents, End of Period
                  
                  $
                  14,779
                  
                  
                  $
                  145,839
                  
                  
                  $
                  14,779
  See notes
to these condensed financial statements.
  3
  SYDYS
CORPORATION
 (A
Development Stage Company)
 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 such adjustments are of a
normal recurring nature. Although the Company believes that the disclosures are
adequate to make the information presented not misleading, certain information
and footnote disclosures, including a description of significant accounting
policies normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America (“US
GAAP”), have been condensed or omitted pursuant to such rules and
regulations.
 
 These
financial statements should be read in conjunction with the financial statements
and the notes thereto included in the Company's Annual Report for the fiscal
year ended September 30, 2008 in Form 10-KSB filed with the Securities and
Exchange Commission. The results of operations for interim periods are not
necessarily indicative of the results for any subsequent quarter or the entire
fiscal year ending September 30, 2009.
 
 For
comparability purposes, certain figures for the prior periods have been
reclassified where appropriate to conform to the financial statement
presentation used in current reporting period. These reclassifications had no
effect on reported net loss.
 
 
 NOTE
2 - DESCRIPTION OF BUSINESS
  Sydys
Corporation is a Nevada corporation incorporated on February 9, 2004 and based
in Lebanon, New Jersey. The Company's fiscal year end is
September 30.
 
 The
Company was formed for the purpose of engaging in the on-line advertising
business. The Company has been unable to execute its business plan, and has
exited the online advertising business. The Company is now considered a shell
corporation under applicable rules of the Securities Exchange Commission
promulgated under the Securities Exchange Act of 1934, as amended.
 
 On May
10, 2006, the Company's former management team and board of directors resigned
and sold all of their shares of common stock to Kenneth Koock, the then sole
executive officer and a director of the Company, which resulted in a change of
control.
 
 On August
25, 2008, the Company received the resignation of both Darren Breitkreuz and
Alan Stier.  In recognition of their services, the Company issued them
each 25,000 shares of the Company's common stock.  The board now
consists of Kenneth J. Koock and Scotty D. Cook.
 
 NOTE
3 - GOING CONCERN
 
 The
Company is in the development stage and has incurred losses since its inception.
As of December 31, 2008, the Company had limited amount of cash and a deficit
accumulated in the development stage of $923,100. There are no assurances the
Company will receive funding necessary to implement its business plan or acquire
a business venture or operating company. This raises substantial doubt about the
ability of the Company to continue as a going concern.
 
 The
Company’s ability to continue as a going concern is dependent upon raising
capital through debt and equity financing on terms desirable to the Company. If
the Company is unable to obtain additional funds when they are required or if
the funds cannot be obtained on terms favorable to the Company, the Company may,
in the extreme situation cease operations. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
  4
 SYDYS
CORPORATION
 (A
Development Stage Company)
 Notes to
Unaudited Condensed Financial Statements
 NOTE
4 - CAPITAL STOCK
 
 Authorized
Stock
 
 The
Company was originally authorized to issue 100,000,000 common shares with a par
value of $0.001 per share. Each common share entitles the holder to one vote, in
person or proxy, on any matter on which action of the stockholders of the
corporation is sought. On April 16, 2007, the Company effected a one-for-three
reverse split of its common stock. As a result of the reverse split, there are
33,333,333 shares of common stock authorized for issuance.  The
financial statements of the Company have reflected the reverse split as if it
occurred at the date of inception.
 
 
 NOTE
5 – RELATED PARTY TRANSACTION
 
 For the
three months ended December 31, 2008, the Company incurred rent expense of
$1,725 for office space provided by its sole officer.
  5
  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 objective
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 Part II Item 1A of this report and our other
filings with the United States 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.
  6
  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.
 
 We have
limited cash resources, have incurred losses since inception, and have been
unable to execute our business plan.  We will need to raise funds
during the next twelve months to execute our business plan to acquire an
operating company.  In order to continue operations, we must continue
to raise the capital necessary to fund our activities and our long-term
viability and growth will ultimately depend upon acquiring a successful
operating company, as to which there can be no assurance.
 
 Plan
to Acquire an Operating Company
 
 Our
current business plan consists solely of identifying and acquiring a suitable
operating company and compliance with our reporting obligations under federal
securities laws.
 
 We
anticipate that the selection of a business combination will be complex and
subject to substantial risk.  Based on general economic conditions,
technological advances being made in some industries and shortages of available
capital, we believe that there are numerous firms seeking access to the capital
markets and/or the perceived benefits of becoming a publicly traded
corporation.  Such perceived benefits include, among other things,
facilitating or improving the terms on which additional equity financing may be
obtained, providing liquidity for the principals of and investors in a business,
creating a means for providing incentive stock options or similar benefits to
incentivize key employees, and offering greater flexibility in structuring
acquisitions, joint ventures and the like through the issuance of
stock.  Potentially available business combinations may occur in many
different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.
 
 Unless we
acquire an operating company, we do not expect to retain any additional
personnel, incur any capital expenditures, or incur any research and development
expenses.
 
 Our
ability to generate future revenue and earnings is dependent on identifying and
acquiring an operating company.  Although we have evaluated potential
acquisition targets and engaged in general discussions and due diligence
activities regarding the acquisition of an operating company, we have not
entered into any agreement to acquire an operating company.  There can
be no assurance that we will be able to identify an acceptable operating
company, complete an acquisition, or that any business we acquire will generate
profits or increase the value of the Company.
  7
 
 Results
of Operations
 
 We
currently have no operations.  Our results of operations consists
solely of operating expenses.  We incurred a net loss of $22,729 for
the three months ended December 31, 2008 as compared to a net loss of $29,416
for the three months ended December 31, 2007.   The decrease was
due to a decrease in accounting and legal fees of $7,688, offset by an
additional $1,001 in general and administrative expenses.
 
 We do not
generate any revenue and do not expect to generate any future revenue unless we
acquire an operating company.
 
 Liquidity
and Capital Resources
 
 Since
inception, we have funded our operations through public and private offerings of
our common stock.  Between June 13, 2006 and July 28, 2006, we
generated gross proceeds of $896,000 through the issuance of 995,556 shares of
our common stock at a purchase price of $0.90 per share.  In December
2006, we repurchased 113,333 of these shares for $102,000, or $0.90 per
share.  In January 2007, we repurchased 154,777 of these shares for
$139,300, or $0.90 per share. The foregoing issuances have been adjusted for the
1-for-3 reverse stock split that occurred on April 16, 2007.
 
 We do not
currently maintain a line of credit or term loan with any commercial bank or
other financial institution.  To date, our capital needs have been
principally met through the receipt of proceeds from sales of our
equity.  Unless we acquire an operating company, we do not expect to
incur any material capital expenditures during the next twelve months nor do we
expect to hire additional employees.
 
 As of
December 31, 2008, we had cash resources of approximately
$14,800.  Our activities consist solely of identifying a suitable
operating company to acquire and complying with our obligations under federal
securities laws.  We believe that our current cash resources will not
be sufficient to fund operations for the next twelve months.  In the
event that we identify a suitable operating company to acquire, we expect that
we will need to raise additional capital to complete such a transaction and to
satisfy the working capital or operational requirements of any company we
acquire.  We expect that any additional capital required will be
obtained through sales of our debt or equity securities. The sale of additional
equity securities will result in additional dilution to our
stockholders.  In the event we have to issue additional debt, we would
incur increased interest expenses and could be subject to covenants that may
have the effect of restricting our operations.  We have no commitment
for any of the additional financing necessary to execute our business plan and
we can provide no assurance that such financing will be available in an amount
or on terms acceptable to us, if at all.  If we are unable to obtain
additional funds when they are needed or if such funds cannot be obtained on
terms favorable to us, we may not be able to complete the acquisition of an
operating company, may not have enough funds to execute the business plan of any
company that we do acquire, and in the extreme case, may be required to
terminate operations and liquidate the Company.
  8
 
 Off-Balance
Sheet Arrangements
 
 As of
December 31, 2008, we did not have any relationships with unconsolidated
entities or financial partners, such as entities often referred to as structured
finance or special purpose entities, which had been established for the purpose
of facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes.  As such, we are not materially exposed to any
financing, liquidity, market or credit risk that could arise if we had engaged
in such relationships.
 
 Item
4T. Controls and Procedures
 
 Disclosure Controls and
Procedures.
 
 An
evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of
1934) was carried out by us under the supervision and with the participation of
our Chief Executive Officer and Chief Financial Officer.  Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that as of December 31, 2008, our disclosure controls and procedures
were 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 December 31, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
  9
 
 PART II - OTHER
INFORMATION
 
 Item
1A. Risk Factors.
 
 An
investment in our common stock involves a high degree of risk.  You
should carefully consider the following risk factors in addition to other
information in this report on Form 10-Q and our other filings with the
Securities and Exchange Commission before purchasing our common
stock.  The risks and uncertainties described below are those that we
currently deem to be material and that we believe are specific to the
Company.  In addition to these risks, our business may be subject to
risks currently unknown to us.  If any of these or other risks
actually occur, our business may be adversely affected, the trading price of our
common stock may decline and you may lose all or part of your
investment.
  Risks
Associated With Our Business
 
 Based on our recurring losses during
our development stage and inability to implement our business plan, our auditors
have included an explanatory paragraph in their opinion as to the substantial
doubt about our ability to continue as a going concern.
 
 We are a
development stage company and since inception, have suffered losses from
development stage activities to date, and are in need of additional
capital.  As a result of these factors, our independent auditors have
included an explanatory paragraph in their opinion on the annual financial
statements for the fiscal year ended September 30, 2008 as to the substantial
doubt about our ability to continue as a going concern.  As such, we
may be required to cease operations and you could lose your entire
investment.  Our financial statements have been prepared in accordance
with accounting principles generally accepted in the United States, which
contemplate that we will continue to operate as a going concern.  Our
financial statements do not contain any adjustments that might result if we are
unable to continue as a going concern.
  We
have no operations, will not generate any revenue unless we complete a business
combination with an operating company, and need additional capital to fund our
activities.
 
 We have
experienced net losses in each fiscal quarter since our inception, and we expect
to continue to incur losses for the foreseeable future.  Unless we
complete a business combination with an operating company, we will not generate
any revenues in the future and we will continue to incur expenses related to
identifying and acquiring an operating company and compliance with our reporting
obligations under applicable federal securities laws.  We will need to
raise additional funds, and such funds may not be available on commercially
acceptable terms, if at all.  If we cannot raise funds on acceptable
terms, we may not be able to continue to execute our plan to acquire an
operating company and in the extreme case, may liquidate the
Company.
  10
 
 We
may not be able to acquire an operating company and if we complete such an
acquisition, we expect that we will need to raise additional
capital.
 
 Our sole
business objective is to acquire an operating company.  As of the date
of this report, we have identified and evaluated potential acquisition targets,
engaged in discussions regarding the acquisition of an operating company, but
have not entered into any agreement to acquire an operating company. There can
be no assurance that we will be able to identify a suitable operating company to
acquire or complete such an acquisition.  In the event that we
complete such an acquisition, we expect that we will need to raise substantial
additional capital.  We intend to rely on external sources of
financing to meet any capital requirements and to obtain such funding through
the debt and equity markets.  We cannot assure you that we will be
able to obtain additional funding when it is required or that it will be
available to us on commercially acceptable terms, if at all.  If we
fail to obtain such necessary funding, any such acquisition may not be
successful.
 
 Our
Board of Directors has sole discretion to identify and evaluate acquisition
candidates and complete acquisitions without approval of our
stockholders.
 
 We have
not developed any specific acquisition guidelines and we are not obligated to
follow any particular operating, financial, geographic or other criteria in
evaluating candidates for potential acquisitions or business combinations. We
will target companies that we believe will provide the best potential long-term
financial return for our stockholders and we will determine the purchase price
and other terms and conditions of acquisitions without review or approval of our
stockholders.  Accordingly, our stockholders will not have the
opportunity to evaluate the relevant economic, financial and other information
that our Board will use and consider in deciding whether or not to enter into a
particular transaction.
 
 There
is intense competition for private companies suitable for a merger transaction
of the type contemplated by our Board of Directors.
 
 There is
currently a very competitive market for business opportunities which could
reduce the likelihood of consummating a successful business
combination.  We anticipate we will be an insignificant participant in
the business of seeking mergers with, joint ventures with, and acquisitions of
small private entities.  A large number of established and
well-financed entities, including small public companies, venture capital firms,
and special purpose acquisition companies or “SPACs” are active in mergers and
acquisitions of companies that may be desirable target candidates for us. We
have significantly less financial resources, technical expertise and managerial
capabilities than most of these entities.  As a result, we may be
unable to effectively compete with such entities in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
  11
 
 Any
potential acquisition or merger with a foreign company may subject us to
additional risks.
 
 If we
enter into a business combination with a foreign company, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, without limitation, language differences, unfavorable tax policies,
tariffs, regulatory hurdles, currency fluctuations, trade embargoes, political
instability, risks related to shipment of raw materials and finished goods
across national borders, and cultural differences. Foreign economies may differ
favorably or unfavorably from the United States economy in growth of gross
national product, rate of inflation, market development, rate of savings, and
capital investment, resource self-sufficiency and balance of payments positions,
and in other respects.
 
 Risks
Related to Our Stock
 
 There
is a very limited market for our common stock.
  There is no active trading market for
our common stock.  Our common stock is not eligible for trading on any
national or regional securities exchange.  Our common stock is
eligible for trading on the OTC Bulletin Board.  This market tends to
be substantially less liquid than national and regional securities
exchanges.  To date, there has been very limited trading of our common
stock.  We cannot provide you with any assurance that an active
trading market for our common stock will develop, or if such a market develops,
that it will be sustained.
 
 Applicable
SEC Rules governing the trading of “penny stocks” limits the trading and
liquidity of our common stock which may affect the trading price of our common
stock.
  Our
common stock currently trades on the OTC Bulletin Board.  Since our
common stock continues to trade below $5.00 per share, our common stock is
considered a “penny stock” and is subject to SEC rules and regulations that
impose limitations upon the manner in which our shares can be publicly traded.
These regulations require the delivery, prior to any transaction involving a
penny stock, of a disclosure document explaining the penny stock market and the
associated risks.  Under these regulations, brokers who recommend
penny stocks to persons other than established customers or certain accredited
investors must make a special written suitability determination for the
purchaser and receive the purchaser's written agreement to a transaction prior
to sale.  These regulations may have the effect of limiting the
trading activity of our common stock and reducing the liquidity of an investment
in our common stock.
  We
intend to raise additional capital in the future, and such additional capital
may be dilutive to stockholders or impose operational restrictions.
 
 We intend to raise additional capital
in the future to help fund our operations through sales of shares of our common
stock or securities convertible into shares of our common stock, as well as
issuances of debt.  Additional convertible debt or equity financing
may be dilutive to our stockholders and debt financing, if available, may
involve restrictive covenants that may limit our operating
flexibility.  If additional capital is raised through the issuance of
shares of our common stock or securities convertible into shares of our common
stock, the percentage ownership of our stockholders will be
reduced.  These stockholders may experience additional dilution in net
book value per share and any additional equity securities may have rights,
preferences and privileges senior to those of the holders of our common
stock.
  12
  The
trading price of our common stock is likely to be highly volatile.
 
 The
trading price of our shares may from time to time fluctuate
widely.  The trading price may be affected by a number of factors
including events described in the risk factors set forth in this report as well
as our operating results, financial condition, announcements regarding our
business, general economic conditions and other events or factors.  In
addition, the stock market has experienced significant price and volume
fluctuations that have particularly affected the price of many small
capitalization companies and that often have been unrelated or disproportionate
to the operating performance of these companies.  Market fluctuations
such as these may seriously harm the market price of our common
stock.  Further, securities class action suits have been filed against
companies following periods of market volatility in the price of their
securities.  If such an action is instituted against us, we may incur
substantial costs and a diversion of management attention and resources, which
would seriously harm our business, financial condition and results of
operations.
 
 We
do not intend to pay dividends in the foreseeable future.
 
 We have
never declared or paid a dividend on our common stock.  Accordingly,
we do not anticipate paying any dividends in the foreseeable future and
investors seeking dividend income should not purchase our common
stock.
 
 We
are not subject to certain of the corporate governance provisions of the
Sarbanes-Oxley Act of 2002.
 
 Since our
common stock is not listed for trading on a national securities exchange, we are
not subject to certain of the corporate governance requirements established by
the national securities exchanges pursuant to the Sarbanes-Oxley Act of 2002.
These include rules relating to independent directors, director nomination,
audit and compensation committees, retention of audit committee financial expert
and the adoption of a code of ethics.  Unless we voluntarily elect to
fully comply with those obligations, which we have not to date, the protections
that these corporate governance provisions were enacted to provide, will not
exist with respect to the Company.  While we may make an application
to have our securities listed for trading on a national securities exchange,
which would require us to fully comply with those obligations, we cannot assure
you that we will make such application, that we would be able to satisfy
applicable listing standards, or if we did satisfy such standards, that we would
be successful in such application.
  13
  Standards
for compliance with Section 404 of the Sarbanes-Oxley Act of 2002 are uncertain,
and if we fail to comply in a timely manner, our business could be harmed and
our stock price could decline.
 
 Rules
adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002
require annual assessment of our internal controls over financial reporting, and
attestation by our independent registered public accountants as to whether our
internal controls over financial reporting are effective.  The first
annual assessment of our internal controls that our management was required to
prepare was completed in connection with the preparation of our financial
statements for the year ended September 30, 2008.  The first audit
report on the effectiveness of our internal controls over financial reporting
that our independent registered public accounting firm will need to perform will
be required in connection with the preparation of our annual report for our
fiscal year ending September 30, 2010.  Compliance with these rules
will require us to incur increased general and administrative expenses and
management attention.  The attestation process by our independent
registered public accountants will be new to us and we may encounter problems or
delays in completing the implementation of any necessary
improvements.  If we cannot assess our internal controls over
financial reporting as effective, or our independent registered public
accountants are unable to provide an unqualified attestation report, investor
confidence and share value may be negatively impacted.
 
 Item
6. Exhibits.
 
 The following exhibits are included
herein:
  Exhibit
      No.
              Exhibit31.1
              Certification
      of Chief Executive Officer and Chief Financial Officer of the Company
      required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as
      amended32.1
              Certification
      of Chief Executive Officer and Chief Financial Officer of the Company
      required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as
      amended
 
 14
  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
      CorporationDate:  February
      13, 2009
                By:
                /s/ Kenneth
      J. KoockKenneth
      J. Koock
                  Chief
      Executive Officer and
                    Chief
      Financial Officer
  15
  EXHIBIT
INDEX
  Exhibit
      Number
              Description31.1
              Certification
      of Chief Executive Officer and Chief Financial Officer of the Company
      required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as
      amended
 
 32.1
              Certification
      of Chief Executive Officer and Chief Financial Officer of the Company
      required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as
      amended
   16