**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: **December
      31, 2006**





OR





[  ]
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF
                1934


For
      the
      transition period from ___________ to ___________




Commission
      File No. **000-51727**




**SYDYS
                  CORPORATION**(Exact
                    Name of Small Business Issuer as Specified in Its
                    Charter)
 
 **Nevada**
                
                (State
                  or other jurisdiction of
                incorporation
                  or organization)
              
              **98-0418961**
                (IRS
                  Employer
                  Identification
                    Number)
  **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 [ X ]




**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 65,182,336 issued and outstanding
      shares of the issuer’s common stock, $.0001 par value per share, on February 10,
      2007.





Transitional
      Small Business Disclosure Format (check one):


Yes
      [
 ] No [ X ]





i




**TABLE
        OF CONTENTS**
 **PART
              I** FINANCIAL
                INFORMATION


**Page**Item
                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
                3.
            Controls
                and Procedures
            10




**PART
        II** **OTHER
          INFORMATION**




Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            11Item
                6.
            Exhibits
            11Signatures
            
            12




ii




**PART
        I**
 **FINANCIAL
        INFORMATION**
 **ITEM
        1. FINANCIAL STATEMENTS**
   SYDYS
          CORPORATION
 **(A
          Development Stage Company)** Condensed Balance
            Sheets
 **ASSETS****December
                  31,**
              
              **September
                  30,**
              ********
              ****
              **2006**
              ****
              **2006**(Unaudited)
              
              (Audited)Current
                  AssetsCash
                  and cash equivalents
              
              $
              542,996
              
              $
              606,532Notes
                  and interest receivable
              
              
              82,747
              
              
              155,055Total
                  Current Assets
              
              $
              625,743
              
              $
              761,587**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY**Current
                  LiabilitiesAccounts
                  payable and accrued expenses
              
              $
              93,134
              
              $
              94,458Total
                  Current Liabilities
              
              
              93,134
              
              
              94,458Commitments
                  and ContingenciesStockholders’
                  EquityCommon
                  stock; $.001 par value; 100,000,000 shares authorized;65,646,667
                  and 65,986,667 issued and outstanding atDecember
                  31 and September 30, 2006, respectively
              
              
              65,647
              
              
              65,987Additional
                  paid-in capital
              
              
              741,034
              
              
              834,533Deficit
                  accumulated in the development stage
              
              
              (274,072
              )
              
              (233,391
              )Total
                  Stockholders’ Equity
              
              
              532,609
              
              
              667,129$
              625,743
              
              $
              761,587
  **See
        notes to these condensed financial statements.**
 1
 
 **SYDYS
        CORPORATION**
 **(A
        Development Stage Company)**
 Condensed Statements
        of Operations
 (Unaudited)
  **February
                  9, 2004****(Inception)
                  to****Three
                  Months Ended December 31,**
              
              **December
                  31,****2006**
              
              **2005**
              
              **2006**Revenues
              
              $
              -
              
              $
              -
              
              $
              210Costs
                  of Goods Sold
              
              
              -
              
              
              -
              
              
              150Gross
                  Profit
              
              
              -
              
              
              -
              
              
              60Operating
                  ExpensesAccounting
                  and legal fees
              
              
              34,932
              
              
              7,730
              
              
              245,639Consulting
                  fees - related party
              
              
              -
              
              
              -
              
              
              8,349General
                  and administrative
              
              
              9,648
              
              
              592
              
              
              29,098Total
                  Operating Expenses
              
              
              44,580
              
              
              8,322
              
              
              283,086Loss
                  From Operations
              
              
              (44,580
              )
              
              (8,322
              )
              
              (283,026
              )Interest
                  income
              
              
              (3,899
              )
              
              -
              
              
              (8,954
              )Net
                  Loss to Common Stockholders
              
              $
              (40,681
              )
              $
              (8,322
              )
              $
              (274,072
              )Basic
                  and Diluted Loss per Common Share
              
              $
              (0.00
              )
              $
              (0.00
              )
              $
              (0.01
              )Basic
                  and Diluted Weighted Average Number ofCommon
                  Shares Outstanding
              
              
              65,790,797
              
              
              63,000,000
              
              
              44,885,904
 
 **See
        notes to these condensed financial statements.**
 2
 
 **SYDYS
        CORPORATION**
 **(A
        Development Stage Company)**
 Condensed
        Statements of Cash Flows
 (Unaudited)
  **Three
                  Months Ended**
              
              **February
                  9, 2004******
              
              **December
                  31,**
              
              **(Inception)
                  to******
              
              **2006**
              
              **2005**
              
              **December
                  31, 2006**Net
                  Cash Used in Operating Activities
              
              
              (44,696
              )
              
              (3,385
              )
              
              (196,604
              )Cash
                  Flows from Investing ActivitiesRepayment
                  of note receivable
              
              
              75,000
              
              
              -
              
              
              200,000Note
                  receivable
              
              
              -
              
              
              -
              
              
              (275,000
              )Net
                  Cash Provided by (Used in) Investing Activities
              
              
              75,000
              
              
              -
              
              
              (75,000
              )Cash
                  Flows from Financing ActivitiesNote
                  payable
              
              
              -
              
              
              -
              
              
              1,000Note
                  payable - related party
              
              
              -
              
              
              100
              
              
              1,547Repayment
                  of note payable
              
              
              -
              
              
              -
              
              
              (1,000
              )Repayment
                  of note payable - related party
              
              
              -
              
              
              -
              
              
              (1,547
              )Issuance
                  of common stock, net of offering costs
              
              
              -
              
              
              -
              
              
              908,440Repurchase
                  of common stock, net of refundedbrokerage
                  fee
              
              
              (93,840
              )
              
              -
              
              
              (93,840
              )Net
                  Cash Provided by (Used in) Financing Activities
              
              
              (93,840
              )
              
              100
              
              
              814,600Net
                  Increase (Decrease) in Cash and Cash Equivalents
              
              
              (63,536
              )
              
              (3,285
              )
              
              542,996Cash
                  and Cash Equivalents, Beginning of Period
              
              
              606,532
              
              
              31,912
              
              
              -Cash
                  and Cash Equivalents, End of Period
              
              $
              542,996
              
              $
              28,627
              
              $
              542,996
 
 **See
        notes to these condensed financial statements.**
 3
 **SYDYS
          CORPORATION**
 **(A
            Development Stage Company)**
 Notes
            to
            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, 2006 on 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, 2007.
 
 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 was formed for the purpose of engaging in 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 new board 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.
        There are no assurances the Company will obtain 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 its existing cash resources will provide sufficient
        funds
        to fund its operations through December 31, 2007.
 
 The
        Company’s ability to continue as a going concern is dependent upon raising
        capital through debt and/or 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
            Condensed Financial Statements
 **NOTE
        4 - NOTES RECEIVABLE**
 
 In
        June
        2006, the Company loaned $150,000 to Hadassa Holdings Limited (“Hadassa”) and
        received a 10% promissory note that was due on December 20, 2006. On December
        20, 2006, Hadassa made a partial payment on the loan in the amount of $75,000.
        As of December 31, 2006, the note had an outstanding balance of $75,000 with
        unpaid interest of $7,747. On February 5, 2007, Hadassa paid off the remaining
        note balance of $75,000 together with $8,485 of accrued interest.
  **NOTE
        5 - CAPITAL STOCK**
 
 Authorized
        Stock
 
 The
        Company has authorized 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.
 
 Share
        Issuance
 
 On
        June
        9, 2006 the Board of Directors of the Company by unanimous written consent
        approved a private placement offering (the "Offering") of up to 5,000,000
        shares
        of the Company's common stock, subject to adjustment, to be sold at a purchase
        price of $0.30 per share. During June and July 2006, pursuant to the terms
        of
        the Offering, the Company issued 2,986,667 shares of common stock resulting
        in
        gross proceeds of $896,000. The Company paid $71,680 of brokerage fees related
        to the Offering.
 
 In
        November 2006, pursuant to the request of a shareholder, the Company refunded
        cash proceeds of $102,000 from the Offering to the shareholder in exchange
        for
        the surrender and cancellation of 340,000 shares of common stock. As a result
        of
        the refunded subscription, $8,160 of brokerage fees were refunded to the
        Company.
  **NOTE
        6 - SUBSEQUENT EVENT**
 
 In
        January 2007, pursuant to the request of two shareholders, the Company refunded
        cash proceeds of $139,300 in total from the Offering to these shareholders
        in
        exchange for the surrender and cancellation of a total of 464,331 shares
        of
        common stock. As a result of the refunded subscription, approximately $11,000
        of
        brokerage fees will be refunded to the Company.
  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. 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.




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. Although we
      have
      evaluated potential acquisition targets, engaged in general discussions
      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 2,986,667 shares of our common
      stock at a purchase price of $0.30 per share. In December 2006, we repurchased
      340,000 of these shares for $102,000, or $0.30 per share. In January, 2007,
      we
      repurchased 464,331 of these shares for $139,300.





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, 2006, we had cash resources of approximately
      $543,000 . **** 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 expected proceeds from our current financing
      activities 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
      shareholders. 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, be required to terminate operations and
      liquidate the Company.




7





**Off-Balance
      Sheet Arrangements**





As
      of
      December 31, 2006, 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** .





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 financial statements for the fiscal year
      ended September 30, 2006 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, liquidate the Company.




8





**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.





***Risks
      Related to Our Stock***





**There
      is no 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.




**We
      intend to raise additional capital in the future, and such additional capital
      may be dilutive to stockholders or impose operational
      restrictions.**




9





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.





**Item
      3.**   **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 December 31, 2006 that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting.




10





**PART
      II**


**OTHER
      INFORMATION**





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





During
      the fiscal quarter ended December 31, 2006, share repurchase activity was as
      follows:





**Period**
            **Total
                number**
              **of
                shares**
              **repurchased**
            **Average**
              **price
                paid**
              **per
                share**
            **Total
                number of**
              **shares
                purchased**
              **as
                part of**
              **publicly**
              **announced
                plans**
              **or
                programs**
            **Maximum
                number (or**
              **appropriate**
              **dollar
                value) of**
              **shares
                that may**
              **be
                purchased**
              **under
                the plans**
              **or
                programs**October
                1, 2006 - October 31, 2006
            --
            --
            --
            --November
                1, 2006 - November 31, 2006
            --
            --
            --
            --December
                1, 2006 - December 31, 2006
            340,000
            $0.30
            --
            --Total.
            340,000
            $0.30
            --
            --


(1) 
      In December 2006, one of our stockholders offered to sell her shares of common
      stock to us. After evaluating the offer, we purchased the shares from such
      stockholder on the terms set forth above. In connection with the purchase,
      the
      stockholder executed a general release in favor of the Company.




**Item
      6.**   **Exhibits.**





The
      following exhibits are included herein:




Exhibit
                No.
            Exhibit31.1
            Certification
                of Chief Executive Officer and Chief Financial 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




11





**SIGNATURES**





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




**Sydys
              Corporation**Date:
              February 14, 2007
            By:
            /s/ Kenneth
              J. KoockKenneth
              J. KoockChief
                Executive Officer and
              Chief
                Financial Officer




12







**EXHIBIT
      INDEX**




Exhibit
                  No.
              Description31.1
              Certification
                  of Chief Executive Officer and Chief Financial 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.







13