United
States
 Securities
and Exchange Commission
 Washington,
D.C. 20549
 
 FORM
10-Q
  [X]   
Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 For the quarterly period ended:June
30,
2009
 
 [ 
]     Transition report pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934
 
 For the
transition period from _____ to _____
  Commission
file number: 000-51727
  SYDYS
CORPORATION
 (Exact
name of registrant as specified in its charter)
  Nevada
                  98-0418961(Stateor other jurisdiction of incorporation or
      organization)
                  (IRS
      Employer Identification
No.)
 
 7
Orchard Lane
 Lebanon,
NJ 08833
 (Address
of Principal Executive Offices)
 
 (908)
236-9885
 (Registrant’s
Telephone Number, Including Area Code)
  Indicate
by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90
days.     [X]  Yes   [  
]  No
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).   [   ]  Yes   [   ]  No
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definition of “large accelerated
filer,” “accelerated filer,” and “smaller reporting company” in rule
12b-2 of the Exchange Act.
 
 Large
Accelerated
Filer [   ]                                                                                                 Accelerated
Filer [   ]
 Non-Accelerated
Filer 
[  ]                                                                                                   Smaller
Reporting Company  [ X ]
 (do not
check if smaller reporting company)
 
 Indicate by check mark whether the
registrant is a shell company (as defined in rule 12b-2 of the Exchange
Act).  Yes [X]  No [  ]
 
 As of September 30, 2009, there were
21,777,665shares
issued and outstanding of the issuer's common stock, $.001 par value per
share.
 
 
  TABLE OF
CONTENTS
 
 SYDYS
CORPORATION
 FORM
10-Q
 FOR
THE QUARTER ENDED JUNE 30, 2009
 
 PART I - FINANCIAL
INFORMATION
  PageItem
      1:   Financial Statements (Unaudited)
                                          F-1Item
      2:   Management's Discussion and Analysis of Financial
      Condition
                                          3and
      Results of OperationsItem
      4T:  Controls and Procedures
                                          6PART II - OTHER
  INFORMATIONItem
      1A: Risk Factors
                                          7Item
      6:  Exhibits
                                          11Signatures
                                          12
   2
  PART
I
 FINANCIAL
INFORMATION
 ITEM
1.  FINANCIAL STATEMENTS (UNAUDITED)
 
 SYDYS
CORPORATION
 (A
Development Stage Company)
 Condensed Balance
Sheets
 (Unaudited)
 
 ASSETSJune
      30,
                              
                              
                              September
      30,2009
                              
                              
                              2008Current
      AssetsCash
      and cash equivalents
                              
                              $
                              160
                              
                              
                              $
                              33,068Total
      Current Assets
                              
                              $
                              160
                              
                              
                              $
                              33,068LIABILITIES AND STOCKHOLDERS’
      DEFICITCurrent
      LiabilitiesAccounts
      payable and accrued expenses
                              
                              $
                              75,626
                              
                              
                              $
                              39,159Total
      Current Liabilities
                              
                              
                              75,626
                              
                              
                              
                              39,159Commitments
      and ContingenciesStockholders’
      DeficitCommon
      stock; $.001 par value; 33,333,333 shares authorized; and21,777,665
      issued and outstanding at June 30, 2009 andSeptember
      30, 2008, respectively
                              
                              
                              21,778
                              
                              
                              
                              21,778Additional
      paid-in capital
                              
                              
                              872,502
                              
                              
                              
                              872,502Deficit
      accumulated in the development stage
                              
                              
                              (969,746
                              )
                              
                              
                              (900,371
                              )Total
      Stockholders’ Deficit
                              
                              
                              (75,466
                              )
                              
                              
                              (6,091
                              )$
                              160
                              
                              
                              $
                              33,068
 
  
 
 
 See notes
to these condensed financial statements.
  F-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
      30,2009
                                      
                                      
                                      2008
                                      
                                      
                                      2009
                                      
                                      
                                      2008
                                      
                                      
                                      2009Revenues
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      210Costs
      of Goods Sold
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      150Gross
      Profit
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      60Operating
      ExpensesAccounting
      and legal fees
                                      
                                      
                                      7,092
                                      
                                      
                                      
                                      687
                                      
                                      
                                      
                                      30,289
                                      
                                      
                                      
                                      19,139
                                      
                                      
                                      
                                      458,863Consulting
      fees – related party
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      8,349Consulting
      fees
                                      
                                      
                                      9,000
                                      
                                      
                                      
                                      9,000
                                      
                                      
                                      
                                      27,000
                                      
                                      
                                      
                                      27,000
                                      
                                      
                                      
                                      107,500Share
      based compensation
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      226,900Bad
      debt expense
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      125,000General
      and administrative
                                      
                                      
                                      4,136
                                      
                                      
                                      
                                      4,375
                                      
                                      
                                      
                                      12,086
                                      
                                      
                                      
                                      11,395
                                      
                                      
                                      
                                      53,870Total
      Operating Expenses
                                      
                                      
                                      20,228
                                      
                                      
                                      
                                      14,062
                                      
                                      
                                      
                                      69,375
                                      
                                      
                                      
                                      57,534
                                      
                                      
                                      
                                      980,482Loss
      From Operations
                                      
                                      
                                      (20,228
                                      )
                                      
                                      
                                      (14,062
                                      )
                                      
                                      
                                      (69,375
                                      )
                                      
                                      
                                      (57,534
                                      )
                                      
                                      
                                      (980,422
                                      )Interest
      income
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      429
                                      
                                      
                                      
                                      10,676Net
      Loss to Common Stockholders
                                      
                                      $
                                      (20,228
                                      )
                                      
                                      $
                                      (14,062
                                      )
                                      
                                      $
                                      (69,375
                                      )
                                      
                                      $
                                      (57,105
                                      )
                                      
                                      $
                                      (969,746
                                      )Basic
      and Diluted Loss per Common Share
                                      
                                      $
                                      (0.00
                                      )
                                      
                                      $
                                      (0.00
                                      )
                                      
                                      $
                                      (0.00
                                      )
                                      
                                      $
                                      (0.00
                                      )
                                      
                                      $
                                      (0.05
                                      )Basic
      and Diluted Weighted AverageNumber
      of Common Shares Outstanding
                                      
                                      
                                      21,777,665
                                      
                                      
                                      
                                      21,727,665
                                      
                                      
                                      
                                      21,777,665
                                      
                                      
                                      
                                      21,727,665
                                      
                                      
                                      
                                      18,102,140
 
  
 
 See notes
to these condensed financial statements.
 F-2
 SYDYS
CORPORATION
 (A
Development Stage Company)
 Condensed
Statements of Cash Flows
 (Unaudited)
 
 
 February
      9, 2004Nine
      Months Ended June 30,
                      
                      
                      (Inception)
      to2009
                      
                      
                      2008
                      
                      
                      June
      30, 2009Net
      Cash Used in Operating Activities
                      
                      $
                      (32,908
                      )
                      
                      $
                      (138,012
                      )
                      
                      $
                      (550,140
                      )Cash
      Flows from Investing ActivitiesCollection
      on note receivable
                      
                      
                      -
                      
                      
                      
                      80,000
                      
                      
                      
                      1,010,000Loan
      made under notes receivable
                      
                      
                      -
                      
                      
                      
                      (80,000
                      )
                      
                      
                      (1,135,000
                      )Net
      Cash Used in Investing Activities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (125,000
                      )Cash
      Flows from Financing ActivitiesProceeds
      from note payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,000Proceeds
      from note payable - related party
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,547Repayment
      of note payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,000
                      )Repayment
      of note payable – related party
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,547
                      )Issuance
      of common stock, net of offering costs
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      908,440Cancellation
      of common stock, net of refunded offering costs
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (233,140
                      )Net
      Cash Provided by Financing Activities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      675,300Net
      (Decrease) Increase in Cash and Cash Equivalents
                      
                      
                      (32,908
                      )
                      
                      
                      (138,012
                      )
                      
                      
                      160Cash
      and Cash Equivalents, Beginning of Period
                      
                      
                      33,068
                      
                      
                      
                      203,322
                      
                      
                      
                      -Cash
      and Cash Equivalents, End of Period
                      
                      $
                      160
                      
                      
                      $
                      65,310
                      
                      
                      $
                      160
 
  
 
 See notes
to these condensed financial statements.
 F-3
 
 SYDYS
CORPORATION
 (A
Development Stage Company)
 Notes to
Unaudited Condensed Financial Statements
 NOTE
1 - BASIS OF PRESENTATION
  The
unaudited condensed financial statements included herein have been prepared by
Sydys Corporation (the "Company", or “Sydys), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. The financial
statements reflect all adjustments that are, in the opinion of management,
necessary to fairly present such information. All such adjustments are of a
normal recurring nature. Although the Company believes that the disclosures are
adequate to make the information presented not misleading, certain information
and footnote disclosures, including a description of significant accounting
policies normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America (“US
GAAP”), have been condensed or omitted pursuant to such rules and
regulations.
 
 These
financial statements should be read in conjunction with the financial statements
and the notes thereto included in the Company's Annual Report for the fiscal
year ended September 30, 2008 in Form 10-KSB filed with the Securities and
Exchange Commission. The results of operations for interim periods are not
necessarily indicative of the results for any subsequent quarter or the entire
fiscal year ending September 30, 2009.
 
 For
comparability purposes, certain figures for the prior periods have been
reclassified where appropriate to conform to the financial statement
presentation used in current reporting period. These reclassifications had no
effect on reported net loss.
 
 
 NOTE
2 - DESCRIPTION OF BUSINESS
  Sydys
Corporation is a Nevada corporation incorporated on February 9, 2004 and based
in Lebanon, New Jersey. The Company's fiscal year end is
September 30.
 
 The
Company was formed for the purpose of engaging in the on-line advertising
business. The Company has been unable to execute its business plan, and has
exited the online advertising business. The Company is now considered a shell
corporation under applicable rules of the Securities Exchange Commission
promulgated under the Securities Exchange Act of 1934, as amended.
 
 On May
10, 2006, the Company's former management team and board of directors resigned
and sold all of their shares of common stock to Kenneth Koock, the sole
executive officer and a director of the Company, which resulted in a change of
control.
 
 On August
25, 2008, the Company received the resignation of both Darren Breitkreuz and
Alan Stier.  In recognition of their services, the Company issued them
each 25,000 shares of the Company's common stock.  The board now
consists of Kenneth J. Koock and Scotty D. Cook.
 
 
 NOTE
3 - GOING CONCERN
 
 The
Company is in the development stage and has incurred losses since its
inception.  As of June 30, 2009, the Company had $160 of cash and a
deficit accumulated in the development stage of $969,746.  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 needs to raise funds in order to continue as a going concern. If the
Company is unable to obtain additional funds through debt and equity financing
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.
 
 F-4
 
 SYDYS
CORPORATION
 (A
Development Stage Company)
 Notes to
Unaudited Condensed Financial Statements
 NOTE
4 - CAPITAL STOCK
 
 Authorized
Stock
 
 The
Company was originally authorized to issue 100,000,000 common shares with a par
value of $0.001 per share. Each common share entitles the holder to one vote, in
person or proxy, on any matter on which action of the stockholders of the
corporation is sought. On April 16, 2007, the Company effected a one-for-three
reverse split of its common stock. As a result of the reverse split, there are
33,333,333 shares of common stock authorized for issuance.  The
financial statements of the Company have reflected the reverse split as if it
occurred at the date of inception.
 
 
 NOTE
5 - RELATED PARTY TRANSACTION
 
 For the
nine months ended June 30, 2009, the Company incurred rent expense of $5,175 for
office space provided by its sole officer.
 
 
 NOTE
6 – SUBSEQUENT EVENTS
 
 On September 9, 2009, the Company
issued a convertible promissory note in the amount of $3,300 to Alan Stier. The
note is payable in full on the earlier of the completion of a 1:15 reverse split
of the Company’s common stock and the completion of an equity financing of the
Company’s securities of a minimum amount of $100,000 or one year from the date
of the convertible note. The interest rate on the note is 6% per
annum.
 F-5
 
 FORWARD-LOOKING
STATEMENTS
 
 The
information contained in this report on Form 10-Q and in other public statements
by the Company and Company officers or directors includes or may contain certain
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended.  All statements other than statements of historical facts
included or incorporated by reference in this report, including, without
limitation, statements regarding our future financial position, business
strategy, budgets, projected revenues, projected costs and plans and objective
of management for future operations, are forward-looking
statements.  Forward-looking statements generally can be identified by
the use of forward-looking terminology such as “may,” “will,” “expect,”
“intend,” “project,” “estimate,” “anticipate,” or “believe” or the negative
thereof or any variation thereon or similar terminology.
 
 Such
forward-looking statements are made based on management's beliefs, as well as
assumptions made by, and information currently available to, management pursuant
to the “safe-harbor” provisions of the Private Securities Litigation Reform Act
of 1995.  Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to have been correct.  Such statements are not
guarantees of future performance or events and are subject to known and unknown
risks and uncertainties that could cause the Company's actual results, events or
financial positions to differ materially from those included within the
forward-looking statements.  Important factors that could cause actual
results to differ materially from our expectations include, but are not limited
to, the availability of capital resources, our ability to identify a suitable
operating company to acquire and complete an acquisition of such a company,
changes in the securities or capital markets, and other factors disclosed under
the caption “Risk Factors” in Part II Item 1A of this report and our other
filings with the United States Securities and Exchange
Commission.  Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
made.  All subsequent written and oral forward-looking statements
attributable to us, or persons acting on our behalf, are expressly qualified in
their entirety by these cautionary statements.  Except as required by
law, we undertake no obligation to disclose any revision to these
forward-looking statements to reflect events or circumstances after the date
made, changes in internal estimates or expectations, or the occurrence of
unanticipated events.
 
 Item
2:   Management's Discussion and Analysis of Financial Condition
and Results of Operation.
  Unless
otherwise indicated or the context otherwise requires, all references to “Sydys
Corporation,” the “Company,” “we,” “us” or “our” and similar terms refer to
Sydys Corporation and its subsidiaries.
  The
following Management’s Discussion and Analysis is intended to assist the reader
in understanding our results of operations and financial
condition.  Management’s Discussion and Analysis is provided as a
supplement to, and should be read in conjunction with, our financial statements
and the accompanying notes thereto included above in Item 1 of Part I of this
report.
  3


Overview
 
 We were
formed in February 2004 for the purpose of engaging in on-line advertising
business.  Having been unable to execute our business plan, we have
exited this business and are, therefore, considered a shell company under
applicable rules of the Securities and Exchange Commission (the “SEC”),
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  In that regard, we are actively seeking to complete a business
combination with an operating company.
 
 We have
limited cash resources, have incurred losses since inception, and have been
unable to execute our business plan.  We will need to raise funds
during the next twelve months to execute our business plan to acquire an
operating company.  In order to continue operations, we must continue
to raise the capital necessary to fund our activities and our long-term
viability and growth will ultimately depend upon acquiring a successful
operating company, as to which there can be no assurance.
 
 Plan
to Acquire an Operating Company
 
 Our
current business plan consists solely of identifying and acquiring a suitable
operating company and compliance with our reporting obligations under federal
securities laws.
 
 We
anticipate that the selection of a business combination will be complex and
subject to substantial risk.  Based on general economic conditions,
technological advances being made in some industries and shortages of available
capital, we believe that there are numerous firms seeking access to the capital
markets and/or the perceived benefits of becoming a publicly traded
corporation.  Such perceived benefits include, among other things,
facilitating or improving the terms on which additional equity financing may be
obtained, providing liquidity for the principals of and investors in a business,
creating a means for providing incentive stock options or similar benefits to
incentivize key employees, and offering greater flexibility in structuring
acquisitions, joint ventures and the like through the issuance of
stock.  Potentially available business combinations may occur in many
different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.
 
 Unless we
acquire an operating company, we do not expect to retain any additional
personnel, incur any capital expenditures, or incur any research and development
expenses.
 
 Our
ability to generate future revenue and earnings is dependent on identifying and
acquiring an operating company.  Although we have evaluated potential
acquisition targets and engaged in general discussions and due diligence
activities regarding the acquisition of an operating company, we have not
entered into any agreement to acquire an operating company.  There can
be no assurance that we will be able to identify an acceptable operating
company, complete an acquisition, or that any business we acquire will generate
profits or increase the value of the Company.
 
 4
 
 Results
of Operations
 
 We
currently have no operations.  Our results of operations consists
solely of operating expenses.  We incurred a net loss of $20,228for the three months
ended June 30, 2009 as compared to a net loss of $14,062 for the three months
ended June 30, 2008.  The increase in net loss was due primarily to an
increase in accounting and legal fees.  We incurred a net loss of
$69,375 for the nine months ended June 30, 2009 as compared to a net loss of
$57,105 for the nine months ended June 30, 2008.  The increase in net
loss was due to an increase in legal and accounting fees and general and
administrative expenses.
 
 We do not
generate any revenue and do not expect to generate any future revenue unless we
acquire an operating company.
 
 Liquidity
and Capital Resources
 
 Since
inception, we have funded our operations through public and private offerings of
our common stock.  Between June 13, 2006 and July 28, 2006, we
generated gross proceeds of $896,000 through the issuance of 995,556 shares of
our common stock at a purchase price of $0.90 per share.  In December
2006, we repurchased 113,333 of these shares for $102,000, or $0.90 per
share.  In January 2007, we repurchased 154,777 of these shares for
$139,300, or $0.90 per share. The foregoing issuances have been adjusted for the
1-for-3 reverse stock split that occurred on April 16, 2007.
 
 We do not
currently maintain a line of credit or term loan with any commercial bank or
other financial institution.  To date, our capital needs have been
principally met through the receipt of proceeds from sales of our
equity.  Unless we acquire an operating company, we do not expect to
incur any material capital expenditures during the next twelve months nor do we
expect to hire additional employees.
 
 On
September 9, 2009, Alan Stier, a shareholder of the Company, loaned to us an
amount of $3,300 pursuant to a convertible promissory note (the
“Note”).  The Note accrues interest at an annual rate of
6%.  The note is payable in full on the earlier of (1) the completion
of a 1:15 reverse split of the Company’s common stock and the completion of an
equity financing of the Company’s securities of a minimum amount of $100,000, or
(2) one year from the date of the Note.
 
 As of
June 30, 2009, we had cash resources of approximately $160.  Our
activities consist solely of identifying a suitable operating company to acquire
and complying with our obligations under federal securities laws.  We
believe that our current cash resources will not be sufficient to fund
operations for the next twelve months.  In the event that we identify
a suitable operating company to acquire, we expect that we will need to raise
additional capital to complete such a transaction and to satisfy the working
capital or operational requirements of any company we acquire.  We
expect that any additional capital required will be obtained through sales of
our debt or equity securities. The sale of additional equity securities will
result in additional dilution to our stockholders.  In the event we
have to issue additional debt, we would incur increased interest expenses and
could be subject to covenants that may have the effect of restricting our
operations.  We have no commitment for any of the additional financing
necessary to execute our business plan and we can provide no assurance that such
financing will be available in an amount or on terms acceptable to us, if at
all.  If we are unable to obtain additional funds when they are needed
or if such funds cannot be obtained on terms favorable to us, we may not be able
to complete the acquisition of an operating company, may not have enough funds
to execute the business plan of any company that we do acquire, and in the
extreme case, may be required to terminate operations and liquidate the
Company.
 
 5
 Off-Balance
Sheet Arrangements
 
 As of June 30, 2009, we did not have
any relationships with unconsolidated entities or financial partners, such as
entities often referred to as structured finance or special purpose entities,
which had been established for the purpose of facilitating off-balance sheet
arrangements or other contractually narrow or limited purposes.  As
such, we are not materially exposed to any financing, liquidity, market or
credit risk that could arise if we had engaged in such
relationships.
 
 Item
4T. Controls and Procedures
 
 Disclosure Controls and
Procedures.
 
 An
evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of
1934) was carried out by us under the supervision and with the participation of
our Chief Executive Officer and Chief Financial Officer.  Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that as of June 30, 2009, our disclosure controls and procedures were
effective to ensure (i) that information we are required to disclose in reports
that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms and (ii) that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, in order to allow timely decisions regarding required
disclosure.
 
 There
have not been any changes in our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) that
occurred during the fiscal quarter ended June 30, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
 
 6
 PART II - OTHER
INFORMATION
 
 Item
1A.     Risk Factors.
 
 An
investment in our common stock involves a high degree of risk.  You
should carefully consider the following risk factors in addition to other
information in this report on Form 10-Q and our other filings with the
Securities and Exchange Commission before purchasing our common
stock.  The risks and uncertainties described below are those that we
currently deem to be material and that we believe are specific to the
Company.  In addition to these risks, our business may be subject to
risks currently unknown to us.  If any of these or other risks
actually occur, our business may be adversely affected, the trading price of our
common stock may decline and you may lose all or part of your
investment.
  Risks
Associated With Our Business
 
 Based on our recurring losses during
our development stage and inability to implement our business plan, our auditors
have included an explanatory paragraph in their opinion as to the substantial
doubt about our ability to continue as a going concern.
 
 We are a
development stage company and since inception, have suffered losses from
development stage activities to date, and are in need of additional
capital.  As a result of these factors, our independent auditors have
included an explanatory paragraph in their opinion on the annual financial
statements for the fiscal year ended September 30, 2008 as to the substantial
doubt about our ability to continue as a going concern.  As such, we
may be required to cease operations and you could lose your entire
investment.  Our financial statements have been prepared in accordance
with accounting principles generally accepted in the United States, which
contemplate that we will continue to operate as a going concern.  Our
financial statements do not contain any adjustments that might result if we are
unable to continue as a going concern.
  We
have no operations, will not generate any revenue unless we complete a business
combination with an operating company, and need additional capital to fund our
activities.
 
 We have experienced net losses in each
fiscal quarter since our inception, and we expect to continue to incur losses
for the foreseeable future.  Unless we complete a business combination
with an operating company, we will not generate any revenues in the future and
we will continue to incur expenses related to identifying and acquiring an
operating company and compliance with our reporting obligations under applicable
federal securities laws.  We will need to raise additional funds, and
such funds may not be available on commercially acceptable terms, if at
all.  If we cannot raise funds on acceptable terms, we may not be able
to continue to execute our plan to acquire an operating company and in the
extreme case, may liquidate the Company.
 
 7
 We
may not be able to acquire an operating company and if we complete such an
acquisition, we expect that we will need to raise additional
capital.
 
 Our sole
business objective is to acquire an operating company.  As of the date
of this report, we have identified and evaluated potential acquisition targets,
engaged in discussions regarding the acquisition of an operating company, but
have not entered into any agreement to acquire an operating company. There can
be no assurance that we will be able to identify a suitable operating company to
acquire or complete such an acquisition.  In the event that we
complete such an acquisition, we expect that we will need to raise substantial
additional capital.  We intend to rely on external sources of
financing to meet any capital requirements and to obtain such funding through
the debt and equity markets.  We cannot assure you that we will be
able to obtain additional funding when it is required or that it will be
available to us on commercially acceptable terms, if at all.  If we
fail to obtain such necessary funding, any such acquisition may not be
successful.




Our
Board of Directors has sole discretion to identify and evaluate acquisition
candidates and complete acquisitions without approval of our
stockholders.
 
 We have
not developed any specific acquisition guidelines and we are not obligated to
follow any particular operating, financial, geographic or other criteria in
evaluating candidates for potential acquisitions or business combinations. We
will target companies that we believe will provide the best potential long-term
financial return for our stockholders and we will determine the purchase price
and other terms and conditions of acquisitions without review or approval of our
stockholders.  Accordingly, our stockholders will not have the
opportunity to evaluate the relevant economic, financial and other information
that our Board will use and consider in deciding whether or not to enter into a
particular transaction.
 
 There
is intense competition for private companies suitable for a merger transaction
of the type contemplated by our Board of Directors.
 
 There is
currently a very competitive market for business opportunities which could
reduce the likelihood of consummating a successful business
combination.  We anticipate we will be an insignificant participant in
the business of seeking mergers with, joint ventures with, and acquisitions of
small private entities.  A large number of established and
well-financed entities, including small public companies, venture capital firms,
and special purpose acquisition companies or “SPACs” are active in mergers and
acquisitions of companies that may be desirable target candidates for us. We
have significantly less financial resources, technical expertise and managerial
capabilities than most of these entities.  As a result, we may be
unable to effectively compete with such entities in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
 
 8
 Any
potential acquisition or merger with a foreign company may subject us to
additional risks.
 
 If we
enter into a business combination with a foreign company, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, without limitation, language differences, unfavorable tax policies,
tariffs, regulatory hurdles, currency fluctuations, trade embargoes, political
instability, risks related to shipment of raw materials and finished goods
across national borders, and cultural differences. Foreign economies may differ
favorably or unfavorably from the United States economy in growth of gross
national product, rate of inflation, market development, rate of savings, and
capital investment, resource self-sufficiency and balance of payments positions,
and in other respects.
 
 Risks
Related to Our Stock
 
 There
is a very limited market for our common stock.
  There is no active trading market for
our common stock.  Our common stock is not eligible for trading on any
national or regional securities exchange.  Our common stock is
eligible for trading on the OTC Bulletin Board.  This market tends to
be substantially less liquid than national and regional securities
exchanges.  To date, there has been very limited trading of our common
stock.  We cannot provide you with any assurance that an active
trading market for our common stock will develop, or if such a market develops,
that it will be sustained.
 
 Applicable
SEC Rules governing the trading of “penny stocks” limits the trading and
liquidity of our common stock which may affect the trading price of our common
stock.
  Our
common stock currently trades on the OTC Bulletin Board.  Since our
common stock continues to trade below $5.00 per share, our common stock is
considered a “penny stock” and is subject to SEC rules and regulations that
impose limitations upon the manner in which our shares can be publicly traded.
These regulations require the delivery, prior to any transaction involving a
penny stock, of a disclosure document explaining the penny stock market and the
associated risks.  Under these regulations, brokers who recommend
penny stocks to persons other than established customers or certain accredited
investors must make a special written suitability determination for the
purchaser and receive the purchaser's written agreement to a transaction prior
to sale.  These regulations may have the effect of limiting the
trading activity of our common stock and reducing the liquidity of an investment
in our common stock.
  We
intend to raise additional capital in the future, and such additional capital
may be dilutive to stockholders or impose operational restrictions.
 
 We intend to raise additional capital
in the future to help fund our operations through sales of shares of our common
stock or securities convertible into shares of our common stock, as well as
issuances of debt.  Additional convertible debt or equity financing
may be dilutive to our stockholders and debt financing, if available, may
involve restrictive covenants that may limit our operating
flexibility.  If additional capital is raised through the issuance of
shares of our common stock or securities convertible into shares of our common
stock, the percentage ownership of our stockholders will be
reduced.  These stockholders may experience additional dilution in net
book value per share and any additional equity securities may have rights,
preferences and privileges senior to those of the holders of our common
stock.
 
 9
 The
trading price of our common stock is likely to be highly volatile.
 
 The trading price of our shares may
from time to time fluctuate widely.  The trading price may be affected
by a number of factors including events described in the risk factors set forth
in this report as well as our operating results, financial condition,
announcements regarding our business, general economic conditions and other
events or factors.  In addition, the stock market has experienced
significant price and volume fluctuations that have particularly affected the
price of many small capitalization companies and that often have been unrelated
or disproportionate to the operating performance of these
companies.  Market fluctuations such as these may seriously harm the
market price of our common stock.  Further, securities class action
suits have been filed against companies following periods of market volatility
in the price of their securities.  If such an action is instituted
against us, we may incur substantial costs and a diversion of management
attention and resources, which would seriously harm our business, financial
condition and results of operations.
 
 We
do not intend to pay dividends in the foreseeable future.
 
 We have never declared or paid a
dividend on our common stock.  Accordingly, we do not anticipate
paying any dividends in the foreseeable future and investors seeking dividend
income should not purchase our common stock.
 
 We
are not subject to certain of the corporate governance provisions of the
Sarbanes-Oxley Act of 2002.
 
 Since our common stock is not listed
for trading on a national securities exchange, we are not subject to certain of
the corporate governance requirements established by the national securities
exchanges pursuant to the Sarbanes-Oxley Act of 2002. These include rules
relating to independent directors, director nomination, audit and compensation
committees, retention of audit committee financial expert and the adoption of a
code of ethics.  Unless we voluntarily elect to fully comply with
those obligations, which we have not to date, the protections that these
corporate governance provisions were enacted to provide, will not exist with
respect to the Company.  While we may make an application to have our
securities listed for trading on a national securities exchange, which would
require us to fully comply with those obligations, we cannot assure you that we
will make such application, that we would be able to satisfy applicable listing
standards, or if we did satisfy such standards, that we would be successful in
such application.
 
 Standards
for compliance with Section 404 of the Sarbanes-Oxley Act of 2002 are uncertain,
and if we fail to comply in a timely manner, our business could be harmed and
our stock price could decline.
 
 Rules adopted by the SEC pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our
internal controls over financial reporting, and attestation by our independent
registered public accountants as to whether our internal controls over financial
reporting are effective.  The first annual assessment of our internal
controls that our management was required to prepare was completed in connection
with the preparation of our financial statements for the year ended September
30, 2008.  The first audit report on the effectiveness of our internal
controls over financial reporting that our independent registered public
accounting firm will need to perform will be required in connection with the
preparation of our annual report for our fiscal year ending September 30,
2010.  Compliance with these rules will require us to incur increased
general and administrative expenses and management attention.  The
attestation process by our independent registered public accountants will be new
to us and we may encounter problems or delays in completing the implementation
of any necessary improvements.  If we cannot assess our internal
controls over financial reporting as effective, or our independent registered
public accountants are unable to provide an unqualified attestation report,
investor confidence and share value may be negatively impacted.
 
 10
 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






11


SIGNATURES
 
 Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
 
 Sydys Corporation
 
 
 
 Date: October
      1, 2009
              /s/ Kenneth J.
      Koock
 Kenneth J. Koock
 Chief Executive Officer
and
 Chief Financial Officer
 
  12
  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
      13