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
      1934For
      the quarterly period ended:  June
      30, 2008
  OR
 [ 
      ]
                TRANSITION
      REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACTFor
      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 August 8,
2008.
 
 Transitional
Small Business Disclosure Format (check one):
Yes  [    ]   No  [ X
]
  
  TABLE
OF CONTENTS
 
  PART
I FINANCIAL
INFORMATION
 PageItem
      1.
                Financial
      StatementsCondensed
      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
                12
  PART
II
 OTHER INFORMATION
  Item
      6.
                Exhibits
                13Signatures
                
                14
  
  Part
I
 FINANCIAL
INFORMATION
 ITEM
1.  FINANCIAL STATEMENTS
 
 SYDYS
CORPORATION
 (A
Development Stage Company)
 Condensed Balance
Sheets
  ASSETSJune
      30,
                
                
                September
      30,2008
                
                
                2007(Unaudited)Current
      AssetsCash
      and cash equivalents
                
                $
                65,310
                
                
                $
                203,322Notes
      and interest receivable
                
                
                -
                
                
                
                554Prepaid
      expenses
                
                
                -
                
                
                
                899Total
      Current Assets
                
                $
                65,310
                
                
                $
                204,775LIABILITIES AND
      STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued expenses
                
                $
                32,729
                
                
                $
                115,089Total
      Current Liabilities
                
                
                32,729
                
                
                
                115,089Commitments
      and ContingenciesStockholders’
      EquityCommon
      stock; $.001 par value; 33,333,333 shares authorized;21,727,665
      issued and outstanding at June 30, 2008 andSeptember
      30, 2007, respectively.
                
                
                21,728
                
                
                
                21,728Additional
      paid-in capital
                
                
                840,052
                
                
                
                840,052Deficit
      accumulated in the development stage
                
                
                (829,199
                )
                
                
                (772,094
                )Total
      Stockholders’ Equity
                
                
                32,581
                
                
                
                89,686$
                65,310
                
                
                $
                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
                
                
                Nine
      Months Ended
                
                
                (Inception)
      toJune
      30,
                
                
                June
      30,
                
                
                June
      30,2008
                
                
                2007
                
                
                2008
                
                
                2007
                
                
                2008Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                210Costs
      of Goods Sold
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                150Gross
      Profit
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                60Operating
      ExpensesAccounting
      and legal fees
                
                
                687
                
                
                
                92,988
                
                
                
                19,139
                
                
                
                154,893
                
                
                
                403,968Consulting
      fees – related party
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                8,349Consulting
      fees
                
                
                9,000
                
                
                
                9,000
                
                
                
                27,000
                
                
                
                27,000
                
                
                
                71,500Share
      based compensation
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                194,400Bad
      debt expense
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                125,000General
      and administrative
                
                
                4,375
                
                
                
                5,836
                
                
                
                11,395
                
                
                
                10,005
                
                
                
                36,718Total
      Operating Expenses
                
                
                14,062
                
                
                
                107,824
                
                
                
                57,534
                
                
                
                191,898
                
                
                
                839,935Loss
      From Operations
                
                
                (14,062
                )
                
                
                (107,824
                )
                
                
                (57,534
                )
                
                
                (191,898
                )
                
                
                (839,875
                )Interest
      income
                
                
                -
                
                
                
                -
                
                
                
                429
                
                
                
                5,192
                
                
                
                10,676Net
      Loss to Common Stockholders
                
                $
                (14,062
                )
                
                $
                (107,824
                )
                
                $
                (57,105
                )
                
                $
                (186,706
                )
                
                $
                (829,199
                )Basic
      and Diluted Loss per CommonShare
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.01
                )
                
                $
                (0.05
                )Basic
      and Diluted Weighted AverageCommon
      Shares Outstanding
                
                
                21,727,665
                
                
                
                21,727,498
                
                
                
                21,727,665
                
                
                
                21,807,701
                
                
                
                17,267,467
  See notes
to these condensed financial statements.
  2
  SYDYS
CORPORATION
 (A
Development Stage Company)
 Condensed
Statements of Cash Flows
 (Unaudited)
  February
      9, 2004Nine Months
    Ended
                
                
                (Inception)
      toJune
      30,
                
                
                June
      30,2008
                
                
                2007
                
                
                2008Net
      Cash Used in Operating Activities
                
                $
                (138,012
                )
                
                $
                (165,677
                )
                
                $
                (484,990
                )Cash
      Flows from Investing ActivitiesCollection
      on note receivable
                
                
                80,000
                
                
                
                805,000
                
                
                
                1,010,000Loan
      made under notes receivable
                
                
                (80,000
                )
                
                
                (655,000
                )
                
                
                (1,135,000
                )Net
      Cash Provided by (Used in) Investing Activities
                
                
                -
                
                
                
                150,000
                
                
                
                (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 refundedoffering
      costs
                
                
                -
                
                
                
                (233,140
                )
                
                
                (233,140
                )Net
      Cash (Used in) Provided by Financing Activities
                
                
                -
                
                
                
                (233,140
                )
                
                
                675,300Net
      (Decrease) Increase in Cash and Cash Equivalents
                
                
                (138,012
                )
                
                
                (248,817
                )
                
                
                65,310Cash
      and Cash Equivalents, Beginning of Period
                
                
                203,322
                
                
                
                606,532
                
                
                
                -Cash
      and Cash Equivalents, End of Period
                
                $
                65,310
                
                
                $
                357,715
                
                
                $
                65,310
  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 its current cash plus the completion of future private
offerings of securities will provide sufficient funds to fund its operations
through June 30, 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 paid on April
30, 2008.
 
 In March
2008, the Company loaned $65,000 to Capital Growth Investment Trust and received
a 8.25% promissory note payable upon demand.  The note was repaid on
April 2, 2008.  Accrued interest due of $382 was paid on April 30,
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.
 
 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.
  7
 
 As of
June 30, 2008, we had cash resources of approximately $65,310.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 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
June 30, 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 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.
  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.  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.
  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,
2010.   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 June 30, 2008 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
  12
 
 PART
II
 OTHER
INFORMATION
 
 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:  August
      8, 2008
                By:
                /s/ Kenneth
      J. KoockKenneth
      J. Koock
                  Chief
      Executive Officer and
                  Chief
      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