**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-QSB**





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




For
      the
      quarterly period ended: **June
      30, 2006**





OR





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





For
      the
      transition period from ___________ to ______________




Commission
      File No. **000-51727**





**SYDYS
                CORPORATION**(Exact
                Name of Small Business Issuer as Specified in Its
                Charter)





**Nevada**
            
            **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 65,986,667 issued and outstanding
      shares of the issuer’s common stock, $.001 par value per share, on August 21,
      2006.





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







**TABLE
      OF CONTENTS**






**Page****PART
                  I****FINANCIAL
                  INFORMATION**Item
                  1.
              Financial
                  Statements
              1Interim
                  Balance Sheets - (Unaudited)
              2Interim
                  Statements of Loss - (Unaudited)
              3Interim
                  Statements of Stockholders’ Equity - (Unaudited)
              4Interim
                  Statements of Cash Flows - (Unaudited)
              5Notes
                  to Interim Financial Statements
              6Item
                  2.
              Plan
                  of Operation
              9Item
                  3.
              Controls
                  and Procedures
              13**PART
                  II****OTHER
                  INFORMATION**Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              14Item
                  6.
              Exhibits
              14Signatures
              
              15









**SYDYS
        CORPORATION**
 
 ***(A
        Development Stage Company)***
 
 **INTERIM
        FINANCIAL STATEMENTS**
 
 **June
        30, 2006**
 
 **Expressed
        in US Funds**
 
 **(Unaudited)**
  
 1
 **PART
        I - FINANCIAL INFORMATION**
  **Item
        1. Financial Statements**
  
 **Sydys
                  Corporation**
                *(A
                  Development Stage Company)*
              
              
              
              Statement
                  1**Interim
                  Balance Sheets***Expressed
                  in US Funds*
  **As
                  at**
              
              As
                  at**June
                  30,******
              
              September
                  30,**2006******
              
              2005**ASSETS**
              
              *(unaudited)*
              
              *(audited)***Current**Cash
                  and cash equivalents
              
              **$**
              **415,963**
              
              $
              31,912Notes
                  and interest receivable (Note 3)
              
              
              **275,675**
              
              
              -Prepaid
                  expenses
              
              
              **-**
              
              
              349**$**
              **691,638**
              
              $
              32,261**LIABILITIES****Current**Accounts
                  payable and accrued expenses
              
              **$**
              **77,760**
              
              $
              3,842Due
                  to related party*(Note 5)*
              
              
              **-**
              
              
              254Notes
                  payable
              
              
              **1,000**
              
              
              -**78,760**
              
              
              4,096**Going
                  Concern***(Note
                  2)***STOCKHOLDERS'
                  EQUITY****Capital
                  Stock**-*Statement 3 (Note 4)*Authorized:100,000,000
                  common shares with $0.001 par value per shareIssued
                  and outstanding shares:65,324,334
                  (2005 - 63,000,000) shares
              
              
              **65,324**
              
              
              63,000Capital
                  in excess of par value
              
              
              **644,116**
              
              
              13,200**Deficit
                  Accumulated During the Development Stage**-*Statement 3*
              
              
              (95,562
              )
              
              (48,035
              )**612,878**
              
              
              28,165$
              **691,638**
              
              $
              32,261
   -
        See
        Accompanying Notes -
 
 2
  **Sydys
                  Corporation**
                *(A
                  Development Stage Company)*
              
              
              
              
              
              
              
              
              
              Statement
                  2**Interim
                  Statements of Loss***Expressed
                  in US Funds**Unaudited*
   **Cumulative
                  Amounts from Inception (February 9, 2004) to**
                **June
                  30, 2006**
              
              **For
                  the Three Months Ended June 30, 2006**
              
              For
                  the Three Months Ended June 30, 2005
              
              **For
                  the Nine Months Ended June 30, 2006**
              
              For
                  the Nine Months Ended June 30, 2005**Revenue**
              
              $
              210
              
              **$**
              **-**
              
              $
              -
              
              $
              210
              
              $
              -**Cost
                  of Goods Sold**
              
              
              150
              
              
              **-**
              
              
              -
              
              
              150
              
              
              -**Gross
                  Profit**
              
              
              60
              
              
              **-**
              
              
              -
              
              
              60
              
              
              -**Expenses**Accounting
                  and legal fees
              
              
              80,253
              
              
              **20,659**
              
              
              14,263
              
              
              37,728
              
              
              38,096General
                  and administrative expenses
              
              
              17,044
              
              
              **8,027**
              
              
              1,469
              
              
              11,534
              
              
              2,403(
                  97,297
              )
              
              (28,686
              )
              
              (15,732
              )
              
              (49,262
              )
              
              (40,499
              )**Interest
                  Income**
              
              
              675
              
              
              **675**
              
              
              -
              
              
              675
              
              
              -**Loss
                  for the Period**
              
              $
              (96,562
              )
              **$**
              (28,011
              )
              $
              (15,732
              )
              $
              (48,527
              )
              $
              (40,499
              )**Weighted
                  Average Number of Shares Outstanding**
              
              
              
              
              
              **63,314,432**
              
              
              44,460,000
              
              
              63,113,321
              
              
              43,668,792**Loss
                  per Common Share - Basic and diluted**
              
              
              
              
              **$**
              (0.00
              )
              **$**
              (0.00
              )
              **$**
              (0.00
              )
              **$**
              (0.00
              )
   -
        See
        Accompanying Notes -
  3
  **Sydys
                  Corporation**
              
              
              
              
              
              
              
              
              
              Statement
                  3*(A
                  Development Stage Company)***Interim
                  Statements of Stockholders' Equity***Expressed
                  in US Funds*
   **Common
                  Shares**
              
              **Capital
                  in**
                **Excess
                  of**
              
              **Deficit**
                **Accumulated**
                **During
                  the**
                **Development****Shares**
              
              **Amount**
              
              **Par
                  Value**
              
              **Stage**
              
              **Total**Inception
                  - February 9, 2004
              
              
              300,000
              
              $
              300
              
              $
              2,700
              
              $
              -
              
              $
              3,000Common
                  shares issued for cash
              
              
              1,170,000
              
              
              1,170
              
              
              10,530
              
              
              -
              
              
              11,700Loss
                  for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              (5,149
              )
              
              (5,149
              )Balance
                  - September 30, 2004*(audited)*
              
              
              1,470,000
              
              
              1,470
              
              
              13,230
              
              
              (5,149
              )
              
              9,551Common
                  shares issued for cash
              
              
              2,030,000
              
              
              2,030
              
              
              59,470
              
              
              -
              
              
              61,500Loss
                  for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              (42,886
              )
              
              (42,886
              )Balance
                  - September 30, 2005*(audited)*
              
              
              3,500,000
              
              
              3,500
              
              
              72,700
              
              
              (48,035
              )
              
              28,165June
                  6, 2006 - 18 for 1 stock split
              
              
              59,500,000
              
              
              59,500
              
              
              (59,500
              )
              
              -
              
              
              -Common
                  shares issued for cash
              
              
              2,323,334
              
              
              2,324
              
              
              694,676
              
              
              -
              
              
              697,000Broker
                  fee for issuance of stock
              
              
              -
              
              
              -
              
              
              (63,760
              )
              
              -
              
              
              (63,760
              )Loss
                  for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              (48,527
              )
              
              (48,527
              )Balance
                  - June 30, 2006*(unaudited)*
              
              
              65,323,334
              
              $
              65,324
              
              $
              644,116
              
              $
              (96,562
              )
              $
              612,878
 
 
 -
        See
        Accompanying Notes -
  4
  **Sydys
                  Corporation**
                *(A
                  Development Stage Company)*
              
              
              
              
              
              Statement
                  4**Interim
                  Statements of Cash Flows***Expressed
                  in US Funds**Unaudited*
   **Cumulative****Amounts****from****Inception****(February
                  9,**
              
              **For
                  the Nine******
              
              For
                  the Nine**2004)
                  to**
              
              **Months
                  Ended******
              
              Months
                  Ended**Cash
                  Resources Provided By (Used In)**
              
              **June
                  30, 2006**
              
              **June
                  30, 2006**
              
              June
                  30, 2005**Operating
                  Activities**Loss
                  for the period
              
              $
              (96,562
              )
              **$**
              (48,527
              )
              $
              (40,499
              )Changes
                  in non-cash operating assets and liabilities:Prepaid
                  expenses
              
              
              -
              
              
              **349**
              
              
              (727
              )Interest
                  receivable
              
              
              (675
              )
              
              (675
              )
              
              -Accounts
                  payable and accrued liabilities
              
              
              14,000
              
              
              **10,158**
              
              
              18,782(83,237
              )
              
              (38,695
              )
              
              (22,444
              )**Investing
                  Activities**Notes
                  issued
              
              
              (275,000
              )
              
              **(275,000**
              **)**
              
              -(275,000
              )
              
              **(275,000**
              **)**
              
              -**Financing
                  Activities**Advances
                  from related party
              
              
              -
              
              
              **-**
              
              
              54Issuance
                  of debt
              
              
              1,000
              
              
              **1,000**
              
              
              -Repayment
                  of debt to related party
              
              
              -
              
              
              (254
              )
              
              -Issuance
                  of capital stock, net
              
              
              773,200
              
              
              **697,000**
              
              
              11,000774,200
              
              
              **697,746**
              
              
              11,054**Net
                  Increase (Decrease) in Cash and Cash Equivalents**
              
              
              415,963
              
              
              **384,051**
              
              
              (11,390
              )Cash
                  and Cash Equivalents - Beginning of period
              
              
              -
              
              
              **31,912**
              
              
              11,770**Cash
                  and Cash Equivalents - End of Period**
              
              $
              415,963
              
              **$**
              **415,963**
              
              $
              380**Supplemental
                  Cash Flow Disclosure**Cash
                  paid for interest
              
              $
              -
              
              **$**
              **-**
              
              $
              -Cash
                  paid for income taxes
              
              $
              -
              
              **$**
              **-**
              
              $
              -
   -
        See
        Accompanying Notes -
  5
  **Sydys
                  Corporation**
                *(A
                  Development Stage Company)***Notes
                  to Interim Financial Statements****June
                  30, 2006***Expressed
                  in US Funds**Unaudited*
  **1.** **Organization
          and Basis of Presentation**
   a) **Organization
        and Nature 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 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 and 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 J. Koock, our new
        officer and director, which resulted in a change of control. The new board,
        which consists of Kenneth J. Koock and Scotty D. Cook, will run the business
        while seeking additional or alternate opportunities.
 
 b) **Basis
        of Presentation**
 
 The
        accompanying unaudited interim financial statements have been prepared by
        management and, therefore, do not include all information and footnotes required
        by United States generally accepted accounting principles. It should be read
        in
        conjunction with the audited financial statements and notes for the year
        ended
        September 30, 2005. These statements do include all normal recurring
        adjustments, which the Company believes necessary for a fair presentation
        of the
        statements. The interim operations are not necessarily indicative of the
        results
        to be expected for the full year ended September 30, 2006. Cumulative amounts
        include amounts since inception on February 9, 2004.
 
 6
  **Sydys
                  Corporation**
                *(A
                  Development Stage Company)***Notes
                  to Interim Financial Statements****June
                  30, 2006***Expressed
                  in US Funds**Unaudited*
  **2.**  **Going
        Concern**
 
 The
        accompanying interim financial statements have been prepared assuming that
        the
        Company will continue as a going concern, which contemplates, among other
        things, the realization of assets and satisfaction of liabilities in the
        normal
        course of business. For the nine months ended June 30, 2006, the Company
        has a
        loss from operations of $48,527 and an accumulated deficit of $96,562. The
        Company intends to fund operations through the implementation of its business
        plan *(Note 1a)* , which
        in the short term will be insufficient to fund its capital expenditures,
        working
        capital, and other requirements for the year ending September 30,
        2006.
 
 These
        factors raise substantial doubt about the ability of the Company to continue
        as
        a going concern. These financial statements do not include any adjustments
        that
        might result from the outcome of this uncertainty.
  The
        ability of the Company to emerge from the development stage is dependent
        upon
        the Company's successful efforts to raise sufficient capital and attaining
        profitable operations.
 
 In
        response to these problems, management has executed or planned the following
        actions:
 
 ·
              Since
                  inception, management has raised $972,200 through private placement
                  offerings and will continue to seek additionalfunds,
                  at terms acceptable to the Company, through public or private placement
                  offerings.
  **3.**  **Notes
        Receivable**
 
 During
        June of 2006, the Company issued notes receivable consisting of the
        following:
  a) A
        note to
        Hadassa Holdings Limited for $150,000 bearing interest at 10% due on December
        20, 2006; and
 
 b)
        A note
        to FEQ Gas, LLC for $125,000 bearing interest at 7% due on demand. The note
        was
        repaid in full during July 2006.
 
 
 **4.**  **Capital
        Stock**
 
 a) **Authorized
        Stock**
 
 The
        Company has authorized 100,000,000 common shares with a par value of $0.001
        per
        share. Each common share entitles the holder to one vote, in person or proxy,
        on
        any matter on which action of the stockholders of the corporation is
        sought.
 
 b) **Stock
        Split**
 
 On
        May
        23, 2006, the Board of Directors of the Company, by unanimous written consent,
        approved an 18 for 1 stock split of the Company's issued and outstanding
        common
        stock which was effectuated through a dividend of 17 shares of common stock
        for
        each share of common stock outstanding as of the record date. Management's
        intent is to increase the marketability and liquidity of its common stock
        and
        hopefully increase the value of its common stock. The dividend was payable
        on
        June 6, 2006 for shareholders of record on June 5, 2006. Unless otherwise
        stated, all references to share and per share amounts in these interim financial
        statements have been retroactively restated to give effect to this share
        split.
        After the split, the total number of the issued and outstanding shares of
        common
        stock is 63,000,000 shares. The common stock will continue to have the same
        par
        value.
  c) **Share
        Issuance**
 
 On
        June
        9, 2006, the Board of Directors of the Company by unanimous written consent
        approved a private placement offering (the "Offering") of up to 5,000,000
        shares
        of the Company's common stock, subject to adjustment, to be sold at a purchase
        price of $0.30 per share. During
        June 2006, pursuant to the terms of the Offering, the Company issued 2,323,334
        shares of common stock resulting in gross proceeds of $697,000. The Company
        accrued $63,760 in consulting fees relating to the Offering, which were paid
        in
        July 2006.
 
  7
  **Sydys
                  Corporation**
                *(A
                  Development Stage Company)***Notes
                  to Interim Financial Statements****June
                  30, 2006***Expressed
                  in US Funds**Unaudited*
  **5.**  **Related
        Party Balances and Transactions**
 
 Except
        as
        disclosed elsewhere in the financial statements, related party transactions
        are
        as follows:
 
 As
        of
        March 31, 2006, the Company was obligated to two directors and officers,
        and
        shareholders, for a non-interest bearing demand loan with a balance of $1,547
        (September 30, 2005 - $254). The balance was paid in full during the third
        quarter of fiscal 2006.
 
 The
        above
        transactions, occurring in the normal course of operations, are measured
        at the
        exchange amount, which is the amount of consideration established and agreed
        to
        by the related parties.
 
 
 **6.**  **Income
        Taxes**
 
 The
        potential benefit of net operating losses has not been recognized in the
        financial statements because the Company cannot be assured that it is more
        likely than not that it will utilize the net operating losses carried forward
        for future years. At June 30, 2006, the Company had an accumulated tax loss
        of
        $95,562 to offset future year's taxable income that begins to expire in fiscal
        2024.
 
 At
        June
        30, 2006, the estimated components of the net deferred tax asset, the statutory
        tax rate, and the elected valuation allowance are scheduled below:
 
 **2006**Cumulative
                  Net Operating Loss (from inception to June 30, 2006)
              
              $
              (96,562
              )Statutory
                  Tax Rate - (combined federal and state tax rate)
              
              
              34
              %Deferred
                  Tax Asset
              
              
              32,831Valuation
                  Allowance
              
              
              (32,831
              )Net
                  Deferred Tax Asset
              
              $
              -
  **7.**  **New
        Accounting Pronouncements**
 
 Recent
        accounting pronouncements that are listed as follows did not and/or are not
        currently expected to have a material effect on the Company's financial
        statements.
 
 FASB
        Statements :
 ·
              FAS
                  151, Inventory Costs - an amendment of ARB No. 43, Chapter
                  4;·
              FAS
                  153, Exchanges of Nonmonetary Assets;·
              FAS
                  154, Accounting Changes and Error Corrections; and·
              FAS
                  156, Accounting for Services of Financial Assets - an amendment
                  of FASB
                  Statement No. 140.
  **8.**  **Subsequent
        Events**
 
 Pursuant
        to the terms of the Offering, the Company raised an additional $199,000 during
        July 2006 through the issuance of an additional 663,333 shares of common
        stock.
   8


**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 corporation 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.




9


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. **** Due
      to
      these and other factors, our independent auditors have included an explanatory
      paragraph in their opinion for the year ended September 30, 2005 as to the
      substantial doubt about our ability to continue as a going concern. In order
      to
      continue operations, we must continue to raise the capital necessary to fund
      our
      activities and our long-term viability and growth will ultimately depend upon
      acquiring a successful operating company, as to which there can be no
      assurance.




Our
      current business plan consists solely of identifying and acquiring a suitable
      operating company to acquire and compliance with our reporting obligations
      under
      federal securities laws. Although we
      have
      evaluated potential acquisition targets, engaged in general discussions
      regarding the acquisition of an operating company, we have not entered into
      any
      agreement to acquire an operating company. There can be no assurance that we
      will be able to identify an acceptable operating company, complete an
      acquisition, or that any business we acquire will generate profits or increase
      the value of the Company.




**Liquidity
      and Capital Resources**




Since
      inception, we have funded our operations through public and private offerings
      of
      our common stock. Between June 13, 2006 and the date of this report, we have
      generated gross proceeds of $896,000 through the issuance of 2,986,667 shares
      of
      our common stock at a purchase price of $0.30 per share.





The
      foregoing constitutes our principal sources of financing during the past
      twelve months. 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 and debt securities. We intend to continue to invest our cash in
      excess of current operating requirements in interest-bearing, investment-grade
      securities. 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.





We
      have
      cash resources of approximately $670,000. **** Our
      activities consist solely of identifying a suitable operating company to acquire
      and complying with our obligations under federal securities laws. We believe
      that our current cash resources and expected proceeds from our current financing
      activities will be sufficient to fund operations for the next twelve months.
      In
      the event that we identify a suitable operating company to acquire, we expect
      that we will need to raise additional capital to complete such a transaction
      and
      to satisfy the working capital or operational requirements of any company we
      acquire. We are currently seeking to obtain additional financing through sales
      of shares of our common stock and expect that any additional capital required
      will be obtained through sales of our debt or equity securities. **** The
      sale
      of additional equity securities will result in additional dilution to our
      shareholders. In the event we have to issue additional debt, we would incur
      increased interest expenses and could be subject to covenants that may have
      the
      effect of restricting our operations. We have no commitment for any of the
      additional financing necessary to execute our business plan and we can provide
      no assurance that such financing will be available in an amount or on terms
      acceptable to us, if at all. If we are unable to obtain additional funds when
      they are needed or if such funds cannot be obtained on terms favorable to us,
      we
      may not be able to complete the acquisition of an operating company, may not
      have enough funds to execute the business plan of any company that we do
      acquire, and in the extreme case, be required to terminate operations and
      liquidate the Company.





10


**Off-Balance
      Sheet Arrangements**





As
      of
      June 30, 2006, we did not have any relationships with unconsolidated entities
      or
      financial partners, such as entities often referred to as structured finance
      or
      special purpose entities, which had been established for the purpose of
      facilitating off-balance sheet arrangements or other contractually narrow or
      limited purposes. As such, we are not materially exposed to any financing,
      liquidity, market or credit risk that could arise if we had engaged in such
      relationships.




**RISK
      FACTORS**




*An
      investment in our common stock involves a high degree of risk. You should
      carefully consider the following risk factors in addition to other information
      in this report on Form 10-QSB and our other filings with the Securities and
      Exchange Commission before purchasing our common stock. The risks and
      uncertainties described below are those that we currently deem to be material
      and that we believe are specific to our company. In addition to these risks,
      our
      business may be subject to risks currently unknown to us. If any of these or
      other risks actually occur, our business may be adversely affected, the trading
      price of our common stock may decline and you may lose all or part of your
      investment.*




***Risks
      Associated With Our Business***





**Based
      on our recurring losses during our development stage and inability to implement
      our business plan, our auditors have included an explanatory paragraph in their
      opinion as to the substantial doubt about our ability to continue as a going
      concern** .





We
      are a
      development stage company and since inception, have suffered losses from
      development stage activities to date, and are in need of additional capital.
      As
      a result of these factors, our independent auditors have included an explanatory
      paragraph in their opinion for the year ended September 30, 2005 as to the
      substantial doubt about our ability to continue as a going concern. As such,
      we
      may be required to cease operations and you could lose your entire investment.
      Our financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States, which contemplate that
      we
      will continue to operate as a going concern. Our financial statements do not
      contain any adjustments that might result if we are unable to continue as a
      going concern.




**We
      have no operations, will not generate any revenue unless we complete a business
      combination with an operating company, and need additional capital to fund
      our
      activities.**





We
      have
      experienced net losses in each fiscal quarter since our inception, and we expect
      to continue to incur losses for the foreseeable future. Unless we complete
      a
      business combination with an operating company, we will not generate any
      revenues in the future and we will continue to incur expenses related to
      identifying and acquiring an operating company and compliance with our reporting
      obligations under applicable federal securities laws. We will need to raise
      additional funds, and such funds may not be available on commercially acceptable
      terms, if at all. If we cannot raise funds on acceptable terms, we may not
      be
      able to continue to execute our plan to acquire an operating company and in
      the
      extreme case, liquidate the Company.





11


**We
      may not be able to acquire an operating company and if we complete such an
      acquisition, we expect that we will need to raise additional capital.**





Our
      sole
      business objective is to acquire an operating company. As of the date of this
      report, we have identified and evaluated potential acquisition targets, engaged
      in discussions regarding the acquisition of an operating company, but have
      not
      entered into any agreement to acquire an operating company. There can be no
      assurance that we will be able to identify a suitable operating company to
      acquire or complete such an acquisition.  In
      the
      event that we complete such an acquisition, we expect that we will need to
      raise
      substantial additional capital. We intend to rely on external sources of
      financing to meet any capital requirements and to obtain such funding through
      the debt and equity markets. We cannot assure you that we will be able to obtain
      additional funding when it is required or that it will be available to us on
      commercially acceptable terms, if at all. If we fail to obtain such necessary
      funding, any such acquisition may not be successful.





***Risks
      Related to Our Stock***





**There
      is no market for our common stock.**




There
      is
      no active trading market for our common stock. Our common stock is not eligible
      for trading on any national or regional securities exchange or the Nasdaq Stock
      Market. Our common stock is eligible for trading on the OTC Bulletin Board.
      This
      market tends to be substantially less liquid than national and regional
      securities exchanges or the Nasdaq Stock Market. To date, there has been very
      limited trading of our common stock. We cannot provide you with any assurance
      that an active trading market for our common stock will develop, or if such
      a
      market develops, that it will be sustained.





**Applicable
      SEC Rules governing the trading of “penny stocks” limits the trading and
      liquidity of our common stock which may affect the trading price of our common
      stock.**




Our
      common stock currently trades on the OTC Bulletin Board. Since our common stock
      continues to trade below $5.00 per share, our common stock is considered a
      “penny stock” and is subject to SEC rules and regulations that impose
      limitations upon the manner in which our shares can be publicly traded. These
      regulations require the delivery, prior to any transaction involving a penny
      stock, of a disclosure document explaining the penny stock market and the
      associated risks. Under these regulations, brokers who recommend penny stocks
      to
      persons other than established customers or certain accredited investors must
      make a special written suitability determination for the purchaser and receive
      the purchaser's written agreement to a transaction prior to sale. These
      regulations may have the effect of limiting the trading activity of our common
      stock and reducing the liquidity of an investment in our common
      stock.




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





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.





12


**The
      trading price of our common stock is likely to be highly
      volatile.**





The
      trading price of our shares may from time to time fluctuate widely. The trading
      price may be affected by a number of factors including events described in
      the
      risk factors set forth in this report as well as our operating results,
      financial condition, announcements regarding our business, general economic
      conditions and other events or factors. In addition, the stock market has
      experienced significant price and volume fluctuations that have particularly
      affected the price of many small capitalization companies and that often have
      been unrelated or disproportionate to the operating performance of these
      companies. Market fluctuations such as these may seriously harm the market
      price
      of our common stock. Further, securities class action suits have been filed
      against companies following periods of market volatility in the price of their
      securities. If such an action is instituted against us, we may incur substantial
      costs and a diversion of management attention and resources, which would
      seriously harm our business, financial condition and results of
      operations.





**We
      do not intend to pay dividends in the foreseeable future.**





We
      have
      never declared or paid a dividend on our common stock. Accordingly, we do not
      anticipate paying any dividends in the foreseeable future and investors seeking
      dividend income should not purchase our common stock.





**Item
      3.** **Controls
      and Procedures.**





An
      evaluation of the effectiveness of our “disclosure controls and procedures” (as
      such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) was
      carried out by us under the supervision and with the participation of our Chief
      Executive Officer ("CEO") and Chief Financial Officer ("CFO"). Based upon that
      evaluation, our CEO and CFO concluded that, as of the end of the period covered
      by this report, our disclosure controls and procedures were effective to ensure
      (i) that information we are required to disclose in reports that we file or
      submit under the Exchange Act is recorded, processed, summarized and reported
      within the time periods specified in the SEC rules and forms and (ii) that
      such
      information is accumulated and communicated to our management, including our
      CEO
      and CFO, in order to allow timely decisions regarding required disclosure.




There
      were no changes in internal controls over financial reporting that occurred
      during the fiscal quarter ended June 30, 2006 that have materially affected,
      or
      are reasonably likely to materially affect, our internal control over financial
      reporting. ****





13


**PART
      II**


**OTHER
      INFORMATION**





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





Between
      June 13 and June 28, 2006, pursuant to a series of securities purchase
      agreements, we sold 2,323,334 shares of common stock at a purchase price of
      $0.30 per share for aggregate gross cash proceeds of $697,000. Subsequent to
      the
      end of the quarter, we sold 663,333 shares of common stock at a purchase price
      of $0.30 per share for aggregate gross proceeds of $199,000. The shares were
      issued in concurrent offerings (the “Offerings”) to certain overseas investors
      who are not “U.S. persons” (the “Non US Private Offering”) and to a limited
      number of accredited investors in the United States (the “US Private Offering”)
      of up to 5,000,000 shares of common stock, subject to increase in our sole
      discretion to cover any over-allotments, which we commenced on June 7, 2006
      and
      may terminate at any time.





500,000
      of the shares were sold in the US Private Offering. The remaining 2,486,667
      shares were sold in the Non US Private Offering. The shares sold in the US
      Private Offering were sold in a private placement transaction to accredited
      investors pursuant to the exemption from registration provided by Section 4(2)
      of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506
      of Regulation D thereunder. The shares sold in the Non US Private Offering
      were
      sold in a private placement transaction to a limited number of accredited
      investors who are not "U.S. persons" pursuant to the exemption from registration
      provided by Rules 901 and 903 of Regulation S under the Securities Act. At
      June
      30, 2006, we accrued consulting fees of $55,760 in connection with the
      Offerings.





We
      have
      agreed to include the shares of common stock sold in the Offerings in any
      registration statement we file under the Securities Act (excluding registration
      statements on SEC Forms S-4, S-8 or any similar or successor forms) in order
      to
      permit the public resale of such shares.





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





The
      following exhibits are included herein:




Exhibit
                No.
            Exhibit31.1
            Certification
                of Chief Executive Officer and Chief Financial of the Company required
                by
                Rule 13a-14(a) under the Securities Exchange Act of 1934, as
                amended32.1
            Certification
                of Chief Executive Officer and Chief Financial Officer of the Company
                required by Rule 13a-14(b) under the Securities Exchange Act of 1934,
                as
                amended





14


**SIGNATURES**





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


SYDYS
              CorporationDate: August
              21, 2006
            By:
            /s/ Kenneth
              J. KoockKenneth
                J. Koock
              Chief
                Executive Officer and
              Chief
                Financial Officer







15





**EXHIBIT
      INDEX**





Exhibit
              Number
            Description




31.1
            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
                amended





32.1
            Certification
                of Chief Executive Officer and Chief Financial Officer of the Company
                required by Rule 13a-14(b) under the Securities Exchange Act of 1934,
                as
                amended










16