UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, DC
20549





FORM 10-QSB





[X]QUARTERLY
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended:  March31,
2008




OR





[   ]
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934For the
transition period from__________
to __________.




Commission
File No. 000-51727





SYDYS
      CORPORATION(Exact
      Name of Small Business Issuer 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(Issuer's
      Telephone Number, including Area
Code)





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  [ X
]   No  [    ]




Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the Exchange Act).  Yes  [
X  ]   No  [    ]





APPLICABLE ONLY TO ISSUERS INVOLVED
IN


BANKRUPTCY PROCEEDINGS DURING
THE


PRECEDING FIVE
YEARS





Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. 
Yes  [   ]  No  [   ]




APPLICABLE ONLY TO CORPORATE
ISSUERS





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: There were 21,727,665 issued and outstanding
shares of the issuer’s common stock, $.001 par value per share, on May 12,
2008.





Transitional
Small Business Disclosure Format (check one): 
Yes  [    ]   No  [ X
]










TABLE OF CONTENTS




PART
      I
              FINANCIAL
      INFORMATIONPageItem
      1
            Financial
      Statements
            1Condensed
      Balance Sheets – (Unaudited)
            1Condensed
      Statements of Operations – (Unaudited)
            2Condensed
      Statements of Cash Flows – (Unaudited)
            3Notes
      to Condensed Financial Statements
            4Item
      2
            Plan
      of Operation
            6Item
      3A(T)
            Controls
      and Procedures
            12PART
      II
              OTHER
      INFORMATIONItem
      5
            Other
      InformationItem
      6
            Exhibits
            13Signatures
            
            13









Part
I
 FINANCIAL
INFORMATION
 
  ITEM
1.  FINANCIAL STATEMENTS
  SYDYS
CORPORATION
 (A
Development Stage Company)
 Condensed Balance
Sheets
  ASSETSMarch
      31,
                
                
                September
      30,2008
                
                
                2007(Unaudited)Current
      AssetsCash
      and cash equivalents
                
                $
                16,407
                
                
                $
                203,322Notes
      and interest receivable
                
                
                65,429
                
                
                
                554Prepaid
      expenses
                
                
                406
                
                
                
                899Total
      Current Assets
                
                $
                82,242
                
                
                $
                204,775LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued expenses
                
                $
                35,599
                
                
                $
                115,089Total
      Current Liabilities
                
                
                35,599
                
                
                
                115,089Commitments
      and ContingenciesStockholders’
      EquityCommon
      stock; $.001 par value; 33,333,333 shares authorized;21,727,665
      issued and outstanding at March 31, 2008 andSeptember
      30, 2007, respectively.
                
                
                21,728
                
                
                
                21,728Additional
      paid-in capital
                
                
                840,052
                
                
                
                840,052Deficit
      accumulated in the development stage
                
                
                (815,137
                )
                
                
                (772,094
                )Total
      Stockholders’ Equity
                
                
                46,643
                
                
                
                89,686$
                82,242
                
                
                $
                204,775
   See notes
to these condensed financial statements.
  1
  SYDYS
CORPORATION
 (A
Development Stage Company)
 Condensed Statements of
Operations
 (Unaudited)
  February 9, 2004Three
      Months Ended
                
                
                Six
      Months Ended
                
                
                (Inception)
      toMarch
      31,
                
                
                March
      31,
                
                
                March
      31,2008
                
                
                2007
                
                
                2008
                
                
                2007
                
                
                2008Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                210Costs
      of Goods Sold
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                150Gross
      Profit
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                60Operating
      ExpensesAccounting
      and legal fees
                
                
                653
                
                
                
                26,973
                
                
                
                18,452
                
                
                
                61,905
                
                
                
                403,281Consulting
      fees – related party
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                8,349Consulting
      fees
                
                
                9,000
                
                
                
                9,000
                
                
                
                18,000
                
                
                
                18,000
                
                
                
                62,500Share
      based compensation
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                194,400Bad
      debt expense
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                125,000General
      and administrative
                
                
                4,403
                
                
                
                3,521
                
                
                
                7,020
                
                
                
                4,169
                
                
                
                32,343Total
      Operating Expenses
                
                
                14,056
                
                
                
                39,494
                
                
                
                43,472
                
                
                
                84,074
                
                
                
                825,873Loss
      From Operations
                
                
                (14,056
                )
                
                
                (39,494
                )
                
                
                (43,472
                )
                
                
                (84,074
                )
                
                
                (825,813
                )Interest
      income
                
                
                395
                
                
                
                1,293
                
                
                
                429
                
                
                
                5,192
                
                
                
                10,676Net
      Loss to Common Stockholders
                
                $
                (13,661
                )
                
                $
                (38,201
                )
                
                $
                (43,043
                )
                
                $
                (78,882
                )
                
                $
                (815,137
                )Basic
      and Diluted Loss perCommon
      Share
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.05
                )Basic
      and Diluted Weighted AverageCommon
      Shares Outstanding
                
                
                21,727,665
                
                
                
                21,763,560
                
                
                
                21,727,665
                
                
                
                21,847,829
                
                
                
                16,999,206
 
 See notes
to these condensed financial statements.
  2
 
 SYDYS
CORPORATION
 (A
Development Stage Company)
 Condensed
Statements of Cash Flows
 (Unaudited)
  February
      9, 2004Six
      Months Ended
                
                
                (Inception)
      toMarch
      31,
                
                
                March
      31,2008
                
                
                2007
                
                
                2008Net
      Cash Used in Operating Activities
                
                $
                (121,915
                )
                
                $
                (122,912
                )
                
                $
                (468,893
                )Cash
      Flows from Investing ActivitiesCollection
      on note receivable
                
                
                15,000
                
                
                
                805,000
                
                
                
                945,000Loan
      made under notes receivable
                
                
                (80,000
                )
                
                
                (655,000
                )
                
                
                (1,135,000
                )Net
      Cash Provided by (Used in) Investing Activities
                
                
                (65,000
                )
                
                
                150,000
                
                
                
                (190,000
                )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
                )
                
                
                (233,140
                )Net
      Cash (Used in) Provided by Financing Activities
                
                
                -
                
                
                
                (233,140
                )
                
                
                675,300Net
      (Decrease) Increase in Cash and Cash Equivalents
                
                
                (186,915
                )
                
                
                (206,052
                )
                
                
                16,407Cash
      and Cash Equivalents, Beginning of Period
                
                
                203,322
                
                
                
                606,532
                
                
                
                -Cash
      and Cash Equivalents, End of Period
                
                $
                16,407
                
                
                $
                400,480
                
                
                $
                16,407
 
 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, 2007 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, 2008.
 
 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
 
 The
Company 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 sole
executive officer and a director of the Company, which resulted in a change of
control.  The board now consists of Kenneth J. Koock, Scotty D. Cook,
Darren Breitkreuz, and Alan Stier.
  NOTE
3 - GOING CONCERN
 
 The
Company is in the development stage and has incurred losses since its inception.
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 believes that the completion of its private offerings of securities and
the collection of note receivables will provide sufficient funds to fund its
operations through March 31, 2009.
 
 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 - NOTES RECEIVABLE
 
 In
December 2007, the Company loaned $15,000 to FEQ Gas, LLC (“FEQ”) and received
an 8.25% promissory note payable upon demand.  On January 4, 2008, the
note was paid in-full.  Accrued interest due of $47 was still unpaid
as of March 31, 2008.
 
 In March
2008, the Company loaned $65,000 to Capital Growth Investment Trust and received
a promissory note due on demand which called for interest at 8.25% per annum
unless the note was repaid within 30 days.  As of March 31, 2008, the
note had an outstanding balance of $65,000.  The note was subsequently
repaid on April 2, 2008.
  NOTE
5 - 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.
 5


CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
 The
information contained in this report on Form 10-QSB 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 I Item 2 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. Plan
of Operation.
 
 Unless
otherwise indicated or the context otherwise requires, all references to the
“Company,” “we,” “us” or “our” and similar terms refer to Sydys
Corporation.
  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 Exchange Commission (the “SEC”)
promulgated under the Securities and 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.
  6
  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 to acquire 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.
  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.
  7
 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
March 31, 2008, we had cash resources of approximately $16,400.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 and our note receivable of approximately $65,000 at March
31, 2008, which was collected in April, 2008, will be sufficient to fund
operations for the next twelve months.  In the event that we identify
a suitable operating company to acquire, we expect that we will need to raise
additional capital to complete such a transaction and to satisfy the working
capital or operational requirements of any company we acquire.  We
expect that any additional capital required will be obtained through sales of
our debt or equity securities.The sale of additional
equity securities will result in additional dilution to our
stockholders.  In the event we have to issue additional debt, we would
incur increased interest expenses and could be subject to covenants that may
have the effect of restricting our operations.  We have no commitment
for any of the additional financing necessary to execute our business plan and
we can provide no assurance that such financing will be available in an amount
or on terms acceptable to us, if at all.  If we are unable to obtain
additional funds when they are needed or if such funds cannot be obtained on
terms favorable to us, we may not be able to complete the acquisition of an
operating company, may not have enough funds to execute the business plan of any
company that we do acquire, and in the extreme case, may be required to
terminate operations and liquidate the Company.
 
 Off-Balance
Sheet Arrangements
 
 As of March 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.
  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-QSB 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 our
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.
  8
 
 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, 2007 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.
 
 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.
  9
  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.
 
 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 or the Nasdaq Stock
Market.  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 or the Nasdaq Stock
Market.  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.
  10
  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.
 
 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.  Although a majority of our directors are considered
independent, we are not in full compliance with such
standards.  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.
  11
 
 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 SEC has extended the compliance dates
for smaller public companies, including us.  Accordingly, at this
time, the requirements for management to perform the annual assessment of our
internal controls over financial reporting will first apply to our annual report
for our fiscal year ending September 30, 2008 and the first audit 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, 2009, unless otherwise extended by the
SEC.  The SEC has proposed to extend the initial compliance date for
the independent audit on the effectiveness of internal controls over financial
reporting to the first fiscal year ended after December 15,
2009.  Compliance with these rules will require us to incur increased
general and administrative expenses and management attention.  The
standards that must be met for management to assess the internal control over
financial reporting as effective are new and complex, and require significant
documentation, testing and possible remediation to meet the detailed
standards.  We may encounter problems or delays in completing
activities necessary to make an assessment of our internal control over
financial reporting.  In addition, 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
3A(T). Controls and
Procedures.
 
 An
evaluation of the effectiveness of our “disclosure controls and procedures” (as
such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) was
carried out by us under the supervision and with the participation of our Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).  Based
upon that evaluation, our CEO and CFO concluded that, as of the end of the
period covered by this report, 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 Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC rules and forms and
(ii) that such information is accumulated and communicated to our management,
including our CEO and CFO, in order to allow timely decisions regarding required
disclosure.
  There were no changes in internal
controls over financial reporting that occurred during the fiscal quarter ended
March 31, 2008 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
  12
 
 PART
II
 OTHER
INFORMATION
 
 Item
5. Other
Information.
 
 The
information set forth below is included herewith for the purpose of providing
disclosure of a transaction that occurred during the quarter ended March 31,
2008 that was required to be reported under “Item 1.01- Entry into a Material
Definitive Agreement” of Form 8-K.
 
 On March 15, 2008, we loaned $65,000 to
Capital Growth Investment Trust (the “Borrower”), a shareholder of the Company,
pursuant to an unsecured promissory note (the “Note”).  The Note
accrued interest at an annual rate of 8.25%, unless repaid within thirty (30)
days, in which case no interest would be payable.  The unpaid
principal balance of the Note, together with all accrued and unpaid interest
thereon, was due on demand.  We funded the loan to the Borrower from
general working capital.  The note was repaid in full on April 2,
2008.
 
 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
  13
  SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the registrant has caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  Sydys
      CorporationDate: May 14,
      2008
              By:
              /s/ Kenneth
      J. KoockKenneth
      J. KoockChief
      Executive Officer andChief
      Financial Officer


14




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
      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