U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment no. 1
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to ____________
Commission File No. 333-152551
SYNC2 NETWORKS CORP
(Name of small business issuer in its charter)
Nevada 26-1754034
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5836 South Pecos Road, Suite 112
Las Vegas, NV 89120
(Address of principal executive offices)
1-702-315-0521
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 each par value
(Title of Class)
Indicate by checkmark whether the issuer: (1) has 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 large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class Outstanding as of February 7, 2011
----- ----------------------------------
Common Stock, $0.001 103,046,175
PART I - FINANCIAL INFORMATION
The accompanying interim unaudited financial statements Sync2 Networks Corp. (a
Nevada corporation) are condensed and, therefore, do not include all disclosures
normally required by accounting principles generally accepted in the United
States of America. These statements should be read in conjunction with the
Company's most recent annual financial statements for the year ended June 30,
2010 included in a Form 10-K filed with the U.S. Securities and Exchange
Commission ("SEC") on December 31, 2010. In the opinion of management, all
adjustments necessary for a fair presentation have been included in the
accompanying interim financial statements and consist of only normal recurring
adjustments. The results of operations presented in the accompanying interim
financial statements for the three months ended December 31, 2010 are not
necessarily indicative of the operating results that may be expected for the
full year ending June 30, 2011.
2
Sync2 Networks Corp
(A Development Stage Company)
Balance Sheets
December 31, June 30,
2010 2010
------------ ------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ -- $ --
Accounts receivable -- 36,202
------------ ------------
TOTAL CURRENT ASSETS -- 36,202
------------ ------------
FIXED ASSETS (see Note 1) -- --
------------ ------------
TOTAL ASSETS $ -- $ 36,202
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITES
Accounts payable $ 340,103 $ 294,806
Due to related parties 839,071 799,071
------------ ------------
TOTAL CURRENT LIABILITIES 1,179,174 1,093,877
------------ ------------
TOTAL LIABILITIES 1,179,174 1,093,877
------------ ------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock (see Note 1)
Authorized: 150,000,000: par value $0.001 per share
Issued: 103,046,175 as of December 31, 2010 103,046 103,046
103,046,175 as of June 30, 2010
Additional paid-in capital 609,301 609,301
Other Comprehensive (705,714) (705,714)
Deficit accumulated during exploration stage (1,185,807) (1,064,308)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (1,179,174) (1,057,675)
------------ ------------
TOTAL LIABILTIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ -- $ 36,202
============ ============
The accompanying notes are an integral part of these financial statements
3
Sync2 Networks Corp
(A Development Stage Company)
Statements of Operations for the six months ended December 31, 2009
and 2010 and for the period from January 16, 2008 (date of inception)
to December 31, 2010
Cumulative results
of operations from
Six Months Six Months Three Months Three Months the date of
ended ended ended ended inception to
December 31, December 31, December 31, December 31, December 31,
2010 2009 2010 2009 2010
------------ ------------ ------------ ------------ ------------
REVENUES $ -- $ 151,608 $ -- $ 35,765 $ 556,774
------------ ------------ ------------ ------------ ------------
Salaries and benefits -- 353,812 5,000 197,866 693,176
Rent -- 86,081 -- 51,970 199,621
Marketing 10,008 17,211 -- 321 56,451
Foreign Exchange -- 5,570 -- (338) 17,386
Amortization -- 65,618 -- 28,777 217,482
Transfer agent and filing fees 25,499 -- 21,749 -- 51,915
Administration fees -- 100,000 -- 100,000 182,083
Professional fees 58,500 37,000 47,500 35,000 125,860
Management fees -- 77,647 -- 63,974 189,997
Financial Consulting -- 17,694 -- 7,276 49,450
Travel/Meals and lodging -- 1,164 -- 295 10,448
Bad debts 36,202 -- 36,202 -- 36,202
General and administration 11,048 34,798 11,048 10,584 150,096
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING COSTS (141,499) 796,933 121,499 495,725 1,980,167
------------ ------------ ------------ ------------ ------------
Loss from operations before taxes (141,499) (645,325) (121,499) (459,960) (1,423,393)
Write-off of goodwill (see Note 1) -- (468,128) -- (468,128) (468,128)
Income Tax expense -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net loss for the period $ (141,499) $ (1,113,115) $ (121,499) $ (928,088) $ (1,891,521)
============ ============ ============ ============ ============
Basic and diluted earnings (loss)
per share $ (0.00) $ (0.00) $ (0.00) $ (0.01) $ (0.00)
============ ============ ============ ============ ============
Weighted average number of common
shares outstanding 103,046,175 85,850,000 103,046,175 85,850,000 103,046,175
============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements
4
Sync2 Networks Corp
(A Development Stage Company)
Statements of Cash Flows for the Six Months Ended December 31, 2010
and 2009 and for the period from January 16, 2008 (date of inception)
to December 31, 2010
Cumulative results
of operations from
Six months Six months the date of
ended ended inception to
December 31, December 31, December 31,
2010 2009 2010
------------ ------------ ------------
OPERATING ACTIVITIES
Net loss $ (141,499) $ (1,113,115) $ (1,891,521)
Adjustments to reconcile net loss to net
cash used in operating activities:
Non cash expense - Amortization -- 65,618 --
- Foreign exchange -- 5,570 --
- Write-off subsidiary -- 459,706 --
Increase (decrease) in deferred revenue -- (7,684) --
(Increase) in accounts receivable 36,202 (76,759) --
(Increase) decrease in work in process -- 17,650 --
Increase (decrease) in accounts payable 45,297 470,152 340,103
Increase (decrease) in Due to Related Parties 60,000 281,300 839,071
------------ ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES -- (102,438) (712,347)
------------ ------------ ------------
INVESTING ACTIVITIES
Fixed assets -- (40,589) --
Goodwill -- -- --
------------ ------------ ------------
NET CASH USED IN INVESTING ACTIVITIES -- (40,589) --
------------ ------------ ------------
FINANCING ACTIVITIES
Proceeds from sale of common stock -- -- 103,046
Additional Paid in Capital -- -- 609,301
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 712,347
------------ ------------ ------------
EFFECT OF FOREIGN EXCHANGE ON CASH -- (66,336) --
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH -- (4,487) --
CASH, BEGINNING OF PERIOD -- 17,702 --
------------ ------------ ------------
CASH, END OF PERIOD $ -- $ 13,215 $ --
============ ============ ============
Supplemental cash flow information and noncash
financing activities:
Interest paid $ -- $ -- $ --
Income taxes paid $ -- $ -- $ --
Common stock issued for services $ -- $ -- $ --
The accompanying notes are an integral part of these financial statements
5
Sync2 Networks Corp
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2010
(Unaudited)
1. BASIS OF PRESENTATION, NATURE OF BUSINESS AND ORGANIZATION
Sync2 Networks Corp (the "Company") was formed on January 16, 2008 in the State
of Nevada under the name Plethora Resources, Inc. as a development stage
company.
On June 25, 2009 the Company purchased the assets and business of Sync2
International Ltd. in exchange for the assumption of all outstanding debts of
Sync2 Agency Ltd. ("Agency"). Agency is a wholly owned subsidiary of Sync2
International Ltd., a web development and web property management company.
Effective May 14, 2009 the Company changed its name to Sync2 Networks Corp.
The Company's business plan was to be an interactive marketing firm that
designs, builds, implements and optimizes strategic interactive web networks and
internet marketing programs that acquire, convert and retain customers for
clients. The Company through its 100% owned subsidiary Sync2 International Ltd
is in charge of the internet and offline marketing for iVegas and has
considerable industry expertise and alliances. Strategies will include
sophisticated SEO, web links, RSS, social media, networking and other
strategies.
On December 15, 2009 the directors and management shut-down the operations of
Sync2 Agency Ltd.
In conjunction with the shut-down companies related to a shareholder of the
Company elected to convert $687,847 of their debt related to the financing of
the acquisition of DEVLIN and the on-going operations of AGENCY into 17,196,175
shares of Sync2 Networks Corp.
The Company is considered to be in the development stage as defined in Statement
of Financial Accounting Standards (SFAS) No. 7, "ACCOUNTING AND REPORTING BY
DEVELOPMENT STAGE ENTERPRISES". The Company has devoted substantially all of its
efforts to business planning and development, as well as allocating a
substantial portion of its time and investment in bringing product(s)/services
to the market, and the raising of capital.
For the period from inception, January 16, 2008 through December 31, 2010 the
Company has accumulated losses of $1,891,521.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation The financial statements of the Company have been
prepared in accordance with generally accepted accounting principles in the
United States of America and 99 and are presented in US dollars.
b) Going Concern The financial statements have been prepared on a going concern
basis which assumes the Company will be able to realize its assets and discharge
its liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $1,891,521 as of December 31, 2010 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern.
6
Sync2 Networks Corp
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2010
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The ability to continue as a going concern is dependent upon the Company
generating profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due. Management intends to finance operating
costs over the next twelve months with existing cash on hand , loans from
directors ,private placement of common stock and the Company's revenues from
services provided to iVegas.
c) Cash and Cash Equivalents The Company considers all highly liquid instruments
with a maturity of three months or less at the time of issuance to be cash
equivalents.
d) Use of Estimates and Assumptions The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
e) Foreign Currency Translation The Company's functional currency and its
reporting currency is the United States dollar.
f) Financial Instruments The carrying value of the Company's financial
instruments approximates their fair value because of the short maturity of these
instruments.
g) Stock-based Compensation Stock-based compensation is accounted for at fair
value in accordance with SFAS No's. 123 and 123(R). To date, the Company has not
adopted a stock option plan and has not granted any stock options.
h) Income Taxes Income taxes are accounted for under the assets and liability
method. Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carry forwards. Deferred
tax assets and liabilities are measured using enacted tax rates in effect for
the year in which those temporary differences are expected to be recovered or
settled.
7
Sync2 Networks Corp
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2010
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
i) Basic and Diluted Net Loss per Share The Company computes net loss per share
in accordance with SFAS No. 128,"Earnings per Share". SFAS No. 128 requires
presentation of both basic and diluted earnings per share (EPS) on the face of
the income statement. Basic EPS is computed by dividing net loss available to
common shareholders (numerator) by the weighted average number of shares
outstanding (denominator) during the period. Diluted EPS gives effect to all
potentially dilutive common shares outstanding during the period. Diluted EPS
excludes all potentially dilutive shares if their effect is anti-dilutive.
j) Fiscal Periods The Company's fiscal year end is June 30.
k) Recent Accounting Pronouncements There are no recent accounting
pronouncements known to the Company which, if applied, would affect the
disclosure in these financial statements. Please also refer to the Company's
year end June 30, 2010 notes to financial statements.
3. GOING CONCERN
As shown in the accompanying financial statements, the Company incurred
substantial net losses since incorporation and has insufficient revenue stream
to support itself. This raises doubt about the Company's ability to continue as
a going concern.
The Company's future success is dependent upon its ability to raise additional
capital to fund its business plan and ultimately to attain profitable
operations. There is no guarantee that the Company will be able to raise enough
capital or generate sufficient revenues to sustain its operations. Management
believes they can raise the appropriate funds and generates revenues needed to
support their business plan.
The financial statements do not include any adjustments relating to the
recoverability or classification of recorded assets and liabilities that might
result should the Company be unable to continue as a going concern.
8
Sync2 Networks Corp
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2010
(Unaudited)
4. FIXED ASSETS
2009 Accumulated
Cost Amortization Net
-------- ------------ --------
Computer equipment $ 61,777 $ 4,232 $ 57,545
Leasehold improvements 168,500 12,079 156,421
-------- -------- --------
$230,271 $ 16,311 $213,966
======== ======== ========
2010 Accumulated
Cost Amortization Net
-------- ------------ --------
Computer equipment $ -- $ -- $ --
Leasehold improvements -- -- --
-------- -------- --------
$ -- $ -- $ --
======== ======== ========
RATES OF AMORTIZATION - Computer equipment 20% per annum declining balance
- Leasehold improvements Straight line over five years
INTANGIBLE ASSET - GOODWILL
Effective February 1, 2009 the Company acquired the equipment and business of
eDevlin Architects at a cost of $766,500. Identifiable assets were valued at
their book value of $183,500 resulting in an excess cost over book value of
$583,000 recorded as goodwill. Goodwill was written-off in concurrence with the
shut-down December 15, 2009.
5. COMMON STOCK
The authorized capital of the Company is 150,000,000 common shares with a par
value of $ 0.001 per share.
In April 2008, the Company issued 3,000,000 shares of common stock at a price of
$0.005 per share for total cash proceeds of $3,000. In April 2008, the Company
issued 1,300,000 shares of common stock at a price of $0.005 per share for total
cash proceeds of $6,500. In May 2008, the Company issued 750,000 shares of
common stock at a price of $0.02 per share for total cash proceeds of $15,000.
In April 2010, the Company issued 17,196,175 shares of common stock at a price
of $0.04 per share the retirement of debt of $687,847 due to companies related
to a shareholder who financed the acquisition of DEVLIN eBUSINESS ARCHITECTS
INC.
During the period January 16(inception) to December 31, 2010, the Company solad
a total of 5,050,000 shares of common stock for a total of Cash proceeds of
$24,500 and issued 17,196,175 shares of common stock for the retirement of debt
of $687,817.
9
Sync2 Networks Corp
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2010
6. INCOME TAXES
As of December 31, 2010 the Company had net operating loss carry forwards of
approximately $1,891,521 that may be available to reduce future years' taxable
income through 2030. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
7. RELATED PARTY TRANSACTONS
The Company owes $561,979 to companies related to a shareholder who is also a
shareholder of the Company. The loans are unsecured, do not bear interest and
has no fixed terms of repayment.
10
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
GENERAL
Sync2 Networks Corp. was incorporated under the laws of the State of Nevada on
January 16, 2008. Our registration statement was filed with the Securities and
Exchange Commission on July 25, 2008 and declared effective on August 12, 2008.
Please note that throughout this Quarterly Report, and unless otherwise noted,
the words "we," "our," "us," the "Company," "Sync2," or "Sync2 Networks Corp."
refers to Sync2 Networks Corp.
CURRENT BUSINESS OPERATIONS
The Company engages in the business of acquiring and developing internet
marketing and web site development entities and/or their individual software
programs to assist third-party clients in marketing their products and in
maximizing the use of the internet to achieve those third-party clients'
ultimate business objectives.
Over the course of the next twelve months Sync2 intends to continue with its
plan of business development and operations to assist companies, organizations
and individuals (collectively the "clients") in establishing, building,
maintaining and marketing the clients' online businesses.
If the Company is unable to meet its needs for cash it will be unable to
continue, develop, or expand its operations.
While the officers and directors have generally indicated a willingness to
provide services and financial contributions if necessary, there are presently
no agreements, arrangements, commitments, or specific understandings, either
verbally or in writing, between the officers and directors and Sync2.
If we are unable to pay for our expenses because we do not have enough money, we
may be forced to cease active operations until we are able to secure additional
financing. If we cannot or do not secure additional financing we may be forced
to cease active business operations.
Our auditors have issued a going concern qualification in their opinion on our
financial statements. This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital or other financing to pay for our expenses. The Company's
actual results could differ materially from those discussed here.
11
RESULTS OF OPERATION
Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities and the Company's revenues from services
provided to iVegas.
SIX MONTH PERIOD ENDED DECEMBER 31, 2010 COMPARED TO THE SIX MONTH PERIOD ENDED
DECEMBER 31, 2009
Our net loss during the six-month period ended December 31, 2010 was ($121,499)
or ($0.00) per share compared to a net loss of ($1,113,115) or ($0.00)per share
during the comparative period to December 31, 2009. The weighted average number
of shares outstanding was 103,046,046, for December 31, 2010 and 85,850,000 for
December 31, 2009.
During the six-month period ended December 31, 2010 we incurred general and
administrative expenses of approximately $11,048 compared to $34,798 incurred
during the comparative period to December 31, 2009. General and administrative
expenses incurred during the six-month periods were generally related to
corporate overhead and financial and administrative contracted services.
LIQUIDITY AND CAPITAL RESOURCES
SIX-MONTH PERIOD ENDED DECEMBER 31, 2010
As at December 31, 2010 our current assets were $0 and our total current
liabilities were $1,179,174 which resulted in a working capital deficit of
$(1,185,807) compared to a working deficit of $(1,533,347) at December 31, 2009.
Stockholders' equity decreased from $ (708,618) for fiscal year ended June 30,
2010 to $(1,185,807) for the six-month period ended December 31, 2010.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
six-month period ended December 31, 2010 net cash flows used in operating
activities was $(0) consisting primarily of a net loss of $(121,499). Net cash
flows used in operating activities was $(102,438) for the comparative period to
December 31, 2009 and consisting primarily of a net loss of $(1,113,115).
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements from related
parties or the issuance of equity and debt instruments. For the period from
inception (January 16, 2008) to December 31, 2010 net cash provided by financing
activities was $712,347 received from sale of common stock and loans from
companies who are related to a shareholder of the Company.
We expect that working capital requirements will continue to be funded through a
combination of our existing funds, further issuances of securities and the
Company's revenues from services provided to iVegas. Our working capital
requirements are expected to increase in line with the growth of our business.
12
PLAN OF OPERATION AND FUNDING
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next six
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) developmental expenses associated with
a start-up business; (ii) marketing expenses, and (iii) operating expenses. We
intend to finance these expenses with further issuances of securities, debt
issuances and the Company's revenues from services provided to iVegas. If
adequate funds are not available or are not available on acceptable terms we may
not be able to take advantage of prospective new business endeavours or
opportunities, which could significantly and materially restrict our business
operations.
MATERIAL COMMITMENTS
As of the date of this Quarterly Report, we do not have any material
commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our June 30, 2010 financial
statements contained an explanatory paragraph expressing substantial doubt about
our ability to continue as a going concern. The financial statements have been
prepared "assuming that we will continue as a going concern," which contemplates
that we will realize our assets and satisfy our liabilities and commitments in
the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse change in foreign currency
and interest rates.
EXCHANGE RATE
Our reporting currency is United States dollars ("USD"). Our operations are in
Canadian dollars ("Cdn$"). The fluctuation of exchange rates for the Cdn$ may
have positive or negative impacts on our results of operations.
13
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures [as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act] that is designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
An evaluation was conducted under the supervision and with the participation of
our management of the effectiveness of the design and operation of our
disclosure controls and procedures as of September 30, 2010. Based on that
evaluation, our management concluded that our disclosure controls and procedures
were effective as of such date to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms. Such officer also confirmed that there was no change in
our internal control over financial reporting during the three-month period
ended December 31, 2010 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Quarterly Report, no director, officer or affiliate is (i) a
party adverse to us in any legal proceeding, or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
No report required.
ITEM 5. OTHER INFORMATION
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF PRINCIPAL OFFICERS.
No report required
RESENT SALES OF UNREGISTERED SECURITIES
CONVERSION OF DEBT TO EQUITY
On April 1, 2010 $687,817 of debt due to companies related to a shareholder was
converted to common share stock of 17,196,175 at a price of $0.04 per share
14
ITEM 6. EXHIBITS
31.1 Certification of Chief Executive Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule
13a-14(b) or 15d- 14(b) and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certifications pursuant to Sarbanes-Oxley Act of 2002 18 U.S.C. Section
1350
15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behal by the undersigned, thereunto duly
authorized.
SYNC2 NETWORKS CORP
Dated: December 13, 2012 By: /s/ John Moore
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John Moore, President and
Chief Executive Officer
Dated: December 13, 2012 By: /s/ John Moore
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John Moore, Chief Financial Officer
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