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:


March 31, 2011





[  ]     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.     [ ]  Yes   [  x ]  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 May 12, 2011, there were 211,201shares 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 MARCH 31, 2011





PART I - FINANCIAL INFORMATION


PageItem 1:   Financial Statements (Unaudited)
3Item 2:   Management's Discussion and Analysis of Financial Condition and Results of Operations
9Item 4:  Controls and Procedures
11PART II - OTHER INFORMATIONItem 5:  Other Information
11Item 6:  Exhibits
11Signatures
12





2





PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements
 
 SYDYS CORPORATION
 (A Development Stage Company)
 Condensed Balance Sheets
 (Unaudited)
 
 ASSETSMarch 31,

2011


September 30,

2010Current AssetsCash and cash equivalents

$
1,193


$
476Total Current Assets

$
1,193


$
476LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent LiabilitiesAccounts payable and accrued expenses

$
130,733


$
129,795Accrued expenses – related party


22,425



18,975Note payable


52,500



11,800Total Current Liabilities


205,658



160,570Commitments and ContingenciesStockholders’ DeficitPreferred stock: $.001 par value; 20,000,000 shares authorized; and noneissued and outstanding


-



-Common stock: $.001 par value; 100,000,000 shares authorized; and 211,201and 145,184 issued and outstanding at March 31, 2011 and September 30,2010, respectively


211



145Additional paid-in capital


913,869



894,135Deficit accumulated in the development stage


(1,118,545)



(1,054,374)Total Stockholders’ Deficit


(204,465)



(160,094)$
1,193


$
476
 
 See notes to these condensed financial statements.
  3
 
 SYDYS CORPORATION
 (A Development Stage Company)
 Condensed Statements of Operations
 (Unaudited)
 
 February 9,2004Three Months Ended


Six Months Ended


(Inception) toMarch 31,


March 31,


March 31,2011


2010


2011


2010


2011Revenues

$
-


$
-


$
-


$
-


$
210Costs of Goods Sold


-



-



-



-



150Gross Profit


-



-



-



-



60Operating ExpensesAccounting and legal fees


22,387



10,153



34,243



21,916



520,383Consulting fees – related party


-



-







-



8,349Consulting fees


9,000



9,000



18,000



18,000



170,500Share based compensation


-



-



-



-



226,900Bad debt expense


-



-



-



-



125,000General and administrative


4,190



2,225



11,813



4,719



78,034Total Operating Expenses


35,577



21,378



64,056



44,635



1,129,166Loss From Operations


(35,577
)


(21,378
)


(64,056
)


(44,635
)


(1,129,106
)Interest income (net of interest expense)


(115
)


-



(115
)


-



10,561Net Loss to Common Stockholders

$
(35,692
)

$
(21,378
)

$
(64,171
)

$
(44,635
)

$
(1,118,545
)Basic and Diluted Loss per Common Share

$
(0.17
)

$
(0.15
)

$
(0.32
)

$
(0.31
)

$
-Basic and Diluted Weighted AverageNumber of Common Shares Outstanding


211,201



145,184



200,977



145,184



-
 
 See notes to these condensed financial statements.
 
 4
 
 SYDYS CORPORATION
 (A Development Stage Company)
 Condensed Statements of Cash Flows
 (Unaudited)
 
 February 9, 2004Six Months Ended March 31,


(Inception) to2011


2010


March 31, 2011Net Cash Used in Operating Activities

$
(59,783
)

$
(24,625
)

$
(621,407
)Cash Flows from Investing ActivitiesCollection on note receivable


-



-



1,010,000Loan made under notes receivable


-



-



(1,135,000
)Net Cash Used in Investing Activities


-



-



(125,000
)Cash Flows from Financing ActivitiesProceeds from note payable


60,500



-



73,300Proceeds 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


60,500



-



747,600Net (Decrease) Increase in Cash and Cash Equivalents


717



(24,625
)


1,193Cash and Cash Equivalents, Beginning of Period


476



33,068



-Cash and Cash Equivalents, End of Period

$
1,193


$
8,443


$
1,193Supplemental schedule of noncash investing and financingactivities:Stock issued to settle outstanding note payable









$
11,800
 
 See notes to these condensed financial statements.
  5
 
  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 except a reverse stock split as disclosed in Note 5. 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, 2010 in Form 10-K 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, 2011.
 
 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 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.
 
 On May 10, 2006, the Company's former management team and board of directors resigned and sold all of their shares of common stock to Kenneth Koock, the then sole executive officer and a director of the Company, which resulted in a change of control.
 
 On August 25, 2008, the Company received the resignation of both Darren Breitkreuz and Alan Stier.   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 March 31, 2011, the Company had limited amount of cash and a deficit accumulated in the development stage of $1,118,545. There are no assurances the Company will receive funding necessary to implement its business plan or acquire a business venture or operating company. This raises substantial doubt about the ability of the Company to continue as a going concern.
 
 The Company’s ability to continue as a going concern is dependent upon raising capital through debt and equity financing on terms desirable to the Company. If the Company is unable to obtain additional funds when they are required or if the funds cannot be obtained on terms favorable to the Company, the Company may, in the extreme situation cease operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 6
 
 SYDYS CORPORATION
 (A Development Stage Company)
 Notes to Unaudited Condensed Financial Statements
 NOTE 4 - NOTES PAYABLE
 
 On September 21, 2010 the Company borrowed $6,000 from DIT Equity Holdings, LLC (“DIT”), and issued a promissory note that provided for interest at 3.25% per annum.  The note is payable on demand.  During October 2010, pursuant to a securities purchase agreement, the Company sold 20,000 shares of common stock at a purchase price of $0.30 per share.  In lieu of cash payment for the shares purchased in the offering DIT’s note was cancelled.
 
 In October 2010, the Company issued promissory notes (collectively, the “October Notes”) in the principal amounts of $10,000 and $13,000, to FEQ Farms, LLC (“FEQF”) and Capital Growth Investment Trust (“CGIT”), respectively.  The October Notes accrue interest annually at a rate of 3.25% and are payable upon demand by the lenders.
 
 During October 2010, pursuant to a series of securities purchase agreements, the Company sold 46,000 shares of common stock at a purchase price of $0.30 per share for an aggregate purchase price of $13,800.  In lieu of cash payment for the Shares purchased in the Offering by FEQF and CGIT, the Notes payable to FEQF was cancelled and the principal amount outstanding under the October Note payable to CGIT was reduced by $3,800 to $9,200.
 
 On November 29, 2010, the Company issued a promissory note to Capital Growth Investment Trust in the amount of $1,000.  The note accrues interest at the annual rate of 3.25% and is payable on November 30, 2011, or upon demand.
 
 During December 2010, the Company issued promissory notes (collectively the “December Notes”) in the principal amounts of $5,500 and $8,500, to FEQ Realty, LLC (“FEQ”) and Capital Growth Investment Trust (“CGT”).  The December Notes accrue interest at the annual rate of 3.25% and are payable on November, 30, 2011, or upon demand.
 
 On January 19, 2011, the Company issued a promissory note to RMS Advisors in the amount of $10,000.  The note accrues interest at the annual rate of 3.25% and is payable on November 30, 2011, or upon demand.  In February and March 2011, the Company issued promissory notes to Capital Growth Investment Trust totaling $12,500, which are due on demand.  The notes accrue interest at 3.25% per annum.
 
 The weighted average interest rate on the Company’s Notes Payable is 3.25% and the average outstanding balance was $32,000.
 
 NOTE 5 - CAPITAL STOCK
 
 Authorized Stock
 
 On March 15, 2011, the stockholders of the Company approved the increase in authorized common stock to 100,000,000 shares.  They also approved the authorization of 20,000,000 shares of preferred stock with a par value of $0.001.
 
 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. On January 7, 2011, the Company effected a one-for-one hundred fifty reverse split of its common stock. These financial statements and footnotes reflect the January 2011 reverse split as if it occurred at the date of inception.
 
 NOTE 6 - RELATED PARTY TRANSACTION
 
 For the three and six months ended March 31, 2011 and 2010, the Company incurred rent expense of $3,450 and $3,450, respectively, for office space provided by its sole officer.
  7
 
  SYDYS CORPORATION
 (A Development Stage Company)
 Notes to Unaudited Condensed Financial Statements
 
 NOTE 7 - NONCASH INVESTING AND FINANCING TRANSACTIONS
 
 On September 21, 2010 the Company borrowed $6,000 from DIT Equity Holdings, LLC (“DIT”), and issued a promissory note that provided for interest at 3.25% per annum.  The note is payable on demand.  During October 2010, pursuant to a securities purchase agreement, the Company sold DIT 20,000 shares of common stock at a value of $0.30 per share.  In lieu of cash payment for the shares purchased in the offering DIT’s note in the amount of $6,000 was cancelled.
 
 During October 2010, pursuant to a series of securities purchase agreements, the Company sold 46,000 shares of common stock at a value of $0.30 per share for an aggregate value of $13,800.  In lieu of cash payment for the Shares purchased in the Offering by FEQF and CGIT, the $10,000 Notes payable to FEQF was cancelled and the principal amount outstanding under the Note payable to CGIT was reduced by $3,800 to $9,200.
  8
 
  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 objectives 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 our Annual Report on Form 10-K for the year ended September 30, 2010 filed with the 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.
 
 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.
 
 In January 2011, our board of directors authorized a 1:150 reverse split of our common stock.  Under the laws of the state of Nevada, when a reverse split is not authorized by a majority of the stockholders, a company is required to reduce the number of authorized shares in proportion to the reverse split.  As a result, the authorized number of shares of our common stock was reduced to 222,223.  All common stock share amounts and common stock per share amounts in this filing have been restated to reflect the 1:150 reverse split as if it had occurred at our inception. In March 2011, our stockholders approved an increase in the number of shares of common stock that we are authorized to issue from 222,223 to 100,000,000.  In addition, our stockholders approved the authorization of 20,000,000 shares of preferred stock.
 
 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.
  9
 
 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.
 
 Results of Operations
 
 We currently have no operations.  Our results of operations consist solely of operating expenses.  We incurred a net loss of $35,577 and $64,171 for the three and six months ended March 31, 2011, respectively, as compared to a net loss of $21,378 and $44,635 for the three and six months ended March 31, 2010, respectively.  The increase in net loss was due primarily to an increase in general and administrative expenses.
 
 We do not generate any revenue and do not expect to generate any future revenue unless we acquire an operating company.
 
 Liquidity and Capital Resources
 
 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 “Stier Note”).  The Stier Note accrues interest at an annual rate of 6%.  The Stier 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 Stier Note.  The Stier Note has not been paid and is in default.  To date, Mr. Stier has not demanded payment.
 
 Between August 2010 and October 2010, we issued promissory notes (collectively, the “Initial Notes”) in the principal amounts of $10,000, $13,000, $6,000 and $2,500 to FEQ Farms, LLC (“FEQF”), Capital Growth Investment Trust (“CGIT”), DIT Equity Holdings, LLC (“DIT”), and RMS Advisors, Inc., respectively.  The Initial Notes accrue interest annually at a rate of 3.25% and are payable upon demand by the lenders.
 
 During October 2010, pursuant to a series of securities purchase agreements, we sold 66,000 shares of common stock at a value of $0.30 per share for an aggregate purchase price of $19,800.  In lieu of cash payment for the shares purchased in the Offering by FEQF, DIT and CGIT, the Initial Notes payable to FEQF and DIT were cancelled and the principal amount outstanding under the Initial Note payable to CGIT was reduced by $3,800 to $9,200.
 
 On November 29, 2010, we issued a promissory note (the “November Note”) to Capital Growth Investment Trust in the principal amount of $1,000.  During December 2010, we issued promissory notes (the “December Notes”) in the principal amounts of $5,500 and $8,500, respectively, to FEQ Realty, LLC and Capital Growth Investment Trust.  On January 19, 2011, we issued a promissory note (the “January Note”, and together with the December Notes and the November Note, collectively, the “Notes”) to RMS Advisors in the principal amount of $10,000.  The Notes accrue interest at the annual rate of 3.25% and are payable on November 30, 2011, or upon demand.
 
 In February and March 2011, we issued promissory notes to Capital Growth Investment Trust (the “CGIT Notes”) in the aggregate amount of $12,500, which are due on demand.  The CGIT Notes accrue interest at 3.25% per annum.
 
 As of March 31, 2011, we had cash resources of approximately $1,193.  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.
 
 10
 
 Off-Balance Sheet Arrangements
 
 As of March 31, 2011, 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 4.  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 March 31, 2011, 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 March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





PART II - OTHER INFORMATION





Item 5.  Other Information.





The information set forth below is included herewith for the purpose of providing the disclosure required under “Item 1.01- Entry into a Material Definitive Agreement” and “Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” of Form 8-K.





On January 19, 2011, we issued a promissory note (the “January Note”) to RMS Advisors in the principal amount of $10,000.  The January Note accrues interest at the annual rate of 3.25% and is payable on November 30, 2011, or upon demand.





In February and March 2011, we issued promissory notes to Capital Growth Investment Trust (the “CGIT Notes”) in the aggregate amount of $12,500, which are due on demand.  The CGIT Notes accrue interest at 3.25% per annum.





The description of the January Note and CGIT Notes is qualified in its entirety by reference to a copy of the form of promissory notes filed exhibits to this and other reports filed with the Securities and Exchange Commission.





Item 6.  Exhibits.





The following exhibits are included herein:





Exhibit No.
Exhibit10.1
Form of Promissory Note issued by the Company in between November 2010 and January 2011 (incorporated by reference to Exhibit 10.3 of the quarterly report on Form 10-Q for the quarter ended December 31, 2010, filed with the Commission on February 11, 2011)10.2
Form of Promissory Note issued by the Company in February and March 201131.1
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 CorporationDate: May 11, 2011
By:
/s/ Kenneth J. KoockKenneth J. Koock

Chief Executive Officer and

Chief Financial Officer





12





EXHIBIT INDEX





Exhibit Number
Description10.2
Form of Promissory Note issued by the Company in February and March 201131.1
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