10-Q/A 1 g6374.txt AMENDMENT NO. 1 TO FORM 10-Q 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 March 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 (I.R.S. Employer of 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 Name of each exchange on which Section 12(b) of the Act: registered: ------------------------- ----------- None N/A 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 March 31, 2010 ----- -------------------------------- Common Stock, $0.001 85,850,000 PART I - FINANCIAL INFORMATION The accompanying interim unaudited financial statements of Sync2 Networks Corp. (a Nevada corporation) for the nine months ended March 31,2010 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, 2009 included in a Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on September 28, 2009. 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 nine months ended March 31, 2010 are not necessarily indicative of the operating results that may be expected for the full year ending June 30, 2010. 2 Sync2 Networks Corp (A Development Stage Company) Balance Sheets
March 31, June 30, 2010 2009 ------------ ------------ Unaudited ASSETS CURRENT ASSETS Cash $ 13,334 $ 17,702 Accounts receivable 34,267 51,114 Work in process -- 17,650 ------------ ------------ TOTAL CURRENT ASSETS 47,601 86,466 Fixed Assets 122,315 162,492 Goodwill -- 459,706 ------------ ------------ TOTAL ASSETS $ 169,916 $ 708,664 ============ ============ LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) CURRENT LIABILITES Accounts payable $ 566,169 $ 159,628 Deferred revenue -- 7,684 Due to related parties 1,096,862 763,355 ------------ ------------ TOTAL CURRENT LIABILITIES 1,663,031 930,667 ------------ ------------ TOTAL LIABILITIES 1,663,031 930,667 ------------ ------------ STOCKHOLDERS' EQUITY (DEFICIT) Common stock Authorized: 150,000,000: par value $0.001 per share Issued: 85,850,000 as of Mar 31, 2010 85,850 85,850 85,850,000 as of June 30,2009 Additional paid-in capital (deficiency) (61,350) (61,350) Other comprehensive (debits) credits (36,646) -- Deficit accumulated during exploration stage (1,480,969) (246,503) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (1,493,115) (222,003) ------------ ------------ TOTAL LIABILTIES AND STOCKHOLDERS' EQUITY $ 169,916 $ 708,664 ============ ============
The accompanying notes are an integral part of these financial statements 3 Sync2 Networks Corp (A Development Stage Company) Statements of Operations for the Nine Months Ended March 31,2010 and 2009 and for the period from January 16, 2008 (date of inception) to March 31, 2010 Cumulative
Results of Operations From Three months Three months Nine months Nine months the date of ended ended ended ended inception to March 31, March 31, March 31, March 31, March 31, 2010 2009 2010 2009 2010 ------------ ------------ ------------ ------------ ------------ REVENUES $ -- $ -- $ 151,608 $ -- $ 354,191 ------------ ------------ ------------ ------------ ------------ Salaries and benefits -- -- 353,812 -- 523,494 Rent -- -- 86,081 -- 142,851 Marketing -- -- 17,211 -- 31,831 Foreign exchange -- -- 5,570 -- 11,478 Amortization 39,268 -- 104,886 -- 161,184 Transfer agent fees -- -- 1,808 1,808 Professional fees -- 1,780 37,000 3,480 52,180 Management fees -- -- 77,647 -- 133,822 Administration fees 82,083 -- 182,083 -- 182,083 Financial consulting -- -- 17,694 -- 33,572 Travel/Meals and Lodging -- -- 1,164 -- 5,806 General and Administration -- 2,269 34,798 19,847 86,923 ------------ ------------ ------------ ------------ ------------ TOTAL OPERATING COSTS 121,351 4,049 917,946 25,135 1,367,032 ------------ ------------ ------------ ------------ ------------ Loss from operations before taxes and other (121,351) (4,049) (766,338) (25,135) (1,012,841) OTHER Write off of goodwill -- -- (468,128) -- (468,128) ------------ ------------ ------------ ------------ ------------ (121,351) (4,049) (1,234,466) (25,135) (1,480,969) Income tax expense -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ NET LOSS FOR THE PERIOD $ (121,351) $ (4,049) $ (1,234,466) (25,135) $ (1,480,969) ------------ ------------ ------------ ------------ ------------ BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.01) $ (0.00) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 85,850,000 5,050,000 85,850,000 5,050,000
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 Nine Months Ended March 31, 2010 and 2009 and for the period from January 16, 2008 (date of inception) to March 31, 2010
Cumulative Results of Operations From Nine months Nine months the date of ended ended inception to March 31, March 31, March 31, 2010 2009 2010 ------------ ------------ ------------ OPERATING ACTIVITIES Net loss Adjustments to reconcile net loss to net cash used in operating activities: $ (1,234,466) $ (21,086) $ (1,480,969) Non cash expense - Amortization 104,886 -- 161,184 - Foreign exchange 5,570 -- 11,478 - Write off of goodwill 459,706 -- 459,706 Increase (decrease) in deferred revenue (7,684) -- -- (Increase) in accounts receivable (16,847) -- (34,267) (Increase) decrease in work in process 17,650 -- -- Increase (decrease) in accounts payable 406,541 200 566,169 ------------ ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES (230,950) (20,886) (316,699) ------------ ------------ ------------ INVESTING ACTIVITIES Fixed assets (40,589) -- (219,392) Goodwill -- -- (501,497) ------------ ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES (40,589) -- (720,889) ------------ ------------ ------------ FINANCING ACTIVITIES Proceeds from sale of common stock -- -- 24,500 Increase in due to related parties 333,507 -- 1,096,862 ------------ ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 333,507 -- 1,121,362 ------------ ------------ ------------ EFFECT OF FOREIGN EXCHANGE ON CASH (66,336) -- (70,440) ------------ ------------ ------------ NET INCREASE (DECREASE) IN CASH (4,368) (20,886) 13,334 CASH, BEGINNING OF PERIOD 17,702 24,207 -- ------------ ------------ ------------ CASH, END OF PERIOD $ 13,334 $ 3,321 $ 13,334 ============ ============ ============ 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 March 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 is 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 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 March 31, 2010 the Company has accumulated losses of $1,480,969. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a)Basis of Presentation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America 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 $1,480,969 as of March 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 March 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 and loans from directors and shareholders and or private placement of common stock. 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 is Canadian dollars 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. 7 Sync2 Networks Corp (A Development Stage Company) Notes to the Financial Statements March 31, 2010 (Unaudited) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. 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, 2009 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 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 March 31, 2010 (Unaudited) 4. FIXED ASSETS Accumulated 2010 Cost Amortization Net ---- ---- ------------ --- Computer equipment $ 58,782 $ 14,773 $ 44,009 Leasehold improvements 160,328 42,754 117,574 -------- -------- -------- $219,110 $ 57,527 $161,583 ======== ======== ======== Accumulated 2009 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 $643,585. Identifiable assets were valued at their book value of $142,088 resulting in an excess cost over book value of $501,497 recorded as goodwill with amortization of $66,866 claimed to March 31, 2010 . The goodwill is amortized over five years and is tested for impairment annually. The Company recorded amortization of $26,570 during the nine months ended March 31, 2010 and wrote goodwill to Nil at December 31, 2009 to reflect the uncertainty of recovering its value over its remaining life.. 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 51,000,000 shares of common stock at a price of $0.00006 per share for total cash proceeds of $3,000. In April 2008, the Company also issued 22,100,000 shares of common stock at a price of $0.0003 per share for total cash proceeds of $6,500. 9 Sync2 Networks Corp (A Development Stage Company) Notes to the Financial Statements March 31, 2010 (Unaudited) 5. COMMON STOCK (CONTINUED) In May 2008, the Company issued 12,750,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $15,000 Effective May 14, 2009 the Company forward split its issued shares of common stock on the basis of seventeen new shares for one old share (17:1). All share issuances referred to in these financial statements are post forward split. 6. INCOME TAXES As of March 31, 2010 the Company had net operating loss carry forwards of approximately $1,480,969 that may be available to reduce future years' taxable income through 2029. 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 $846,529 to a company with a shareholder who is also a shareholder of the Company. The loan is unsecured, does not bear interest and has no fixed terms of repayment. The Company owes $250,333 to a company controlled by a former officer of the Company. The outstanding amount bears interest at 5% per annum secured by a General Security Agreement and is due in two equal instalments September 30, 2009 and December 31, 2009. 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 harbour 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 harbours 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" 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. During the quarter ended December 31, 2009 we shifted the direction of SYNC2 to providing support services to the gaming world and laid off our Vancouver staff as a cost cutting measure. The Company intends to subcontract any required professional and other services. 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. 11 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. 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. Our net loss from operations during the nine-month period ended March 31, 2010 was ($459,960) or ($0.01) per share compared to a net loss of ($4,302) or ($0.00) per share during the comparative period to March 31, 2009. The weighted average number of shares outstanding was 85,850,000 for both periods. During the nine-month period ended \March 31, 2010 we incurred general and administrative expenses of approximately $10,584 compared to $794 incurred during the comparative period to March 31, 2009. General and administrative expenses incurred during the three-month periods were generally related to corporate overhead and financial and administrative contracted services. During the current period we wrote off goodwill in the amount of $468,126 because we do not expect to recover the value. Our net loss from operations during the nine- month period ended March 31, 2010 was ($645,325) or ($0.00) per share compared to a net loss of ($21,086) or ($0.00) per share during the comparative period to March 31,2009. The weighted average number of shares outstanding was 85,850,000 for both periods.. 12 LIQUIDITY AND CAPITAL RESOURCES NINE MONTHS ENDED MARCH 31, 2010 As at March 31, 2010 our current assets were $47,601 and our total current liabilities were $1,323,199 which resulted in a working capital deficit of $(1,275,598) compared to a working capital surplus of $2,131 at March 31, 2009. Stockholders' equity increased from a deficit of $(222,003) at the fiscal year end June 30, 2009 to a deficit of $(1,493,115) at the nine month period ended March 31, 2010 CASH FLOWS FROM OPERATING ACTIVITIES We have not generated positive cash flows from operating activities. For the nine month period ended March 31,2010 net cash flow used in operating activities was ($178,862) consisting primarily of a net loss. Net cash flows used in operating activities was ($20,886) for the comparative period to March 31, 2009 and consisted primarily of a net loss of ($21,086). 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 nine month period ended March 31, 2010 we generated net cash from financing activities of $281,300. For the period from inception (January 16, 2008) to net cash provided by financing activities was $25,490 received from sale of common stock and a loan from a Director. We expect that working capital requirements will continue to be funded through a combination of our existing funds, loans and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business. PLAN OF OPERATION AND FUNDING Existing working capital, further loan 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) acquisition of inventory; (ii) developmental expenses associated with a start-up business; (iii) administration costs; and (iv) marketing expenses. We intend to finance these expenses with further issuances of securities and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, 13 preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. 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, 2009 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. 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 14 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 March 31,2010 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, 2009 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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No report required. 15 ITEM 5. OTHER INFORMATION DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. Effective October 6, 2009 the Company appointed John Moore as Director of the Company and accepted the resignation of Helen Siwak as Director of the Company. Mr. Moore has more than 35 years of experience in finance and business management, and has owned and operated several businesses. Since 1983, Mr. Moore has been the owner and operator of John Moore Financial Management Solutions, Inc. Additionally, Mr. Moore has served as the CFO and a Director of Royal Crown Capital Corporation (2008) and as CFO and Director of CND Baer Technologies Ltd, Dba Lazy Bath since 2007. During 2007, he also served as CFO and Director of The Great Canadian Karaoke Challenge Ltd and as CFO and Director of Real American Show Down, Inc. / USA Karaoke Championships, Inc. From 2003 through 2006, Mr. Moore served as CFO and Director of Flameret, Inc. During 2003, Mr. Moore served as CFO and Director of Rim Bra Brake Systems, Inc. From 1997 to 2000, Mr. Moore served as CFO and Director of Image Power, Inc. Effective January 15, 2010 the Company appointed Ron Houle as Director of the Company Mr. Houle has over 20 years of experience in marketing & business development. In 1990 Mr. Houle became VP of Technology for Intermediate Inc. where he developed, implemented and managed the Development of a "plasma driven Teleprompter" as well as a Computer and Electronics Service Department that developed Cinevision editing system for the broadcast industry. Mr. Houle started his Internet consulting business in 1995. In 1997 Mr. Houle bought Greater Regional Technical Institute and then merged a technical training College with a successful Internet access company. In 1997 Mr. Houle founded The Ocean Arts & Entertainment Magazine where he held the Position of President & Publisher. He successfully developed a readership of 150,000 plus subscribers. In 1998 Mr. Houle sold his Interests in his Internet Consulting Company & Greater Regional Technical Institute to Core Networking SA, and he accepted the position of Vice President of Business Development. In 1998 Ron Houle founded Metronome Internet Technologies (MIT) Services, Inc. Mr. Houle is now Construction coordinator & Vice President of Metronome Canada in Toronto; he sits on the board of directors of the Foundation and continues to contribute his organizational and liaison skills to bring this project, the world's first music city, to fruition. In 1998 Mr. Houle also became Vice President of Tectane Corp, a G.E.F Partner corporation, having environmental technologies that address the United Nations Environmental Treaty to reduce Co2 emissions worldwide. Currently Mr. Houle is President of AMPSC Consulting Group LLC. He also sits on the advisory board of Tectane Corp (International); Mr. Houle also represents the International Parliament Foundation for Canada at the UN level and 16 throughout Latin America. Mr. Houle has founded AMPSC Consulting Group LLC to facilitate marketing Environmental Energy Technologies worldwide through AMPCS network of agents. 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 Certification of Chief Financial Officer 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. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SYNC2 NETWORKS CORP Dated: November 2, 2012 By: /s/ John Moore ----------------------------------- John Moore, President and Chief Executive Officer Dated: November 2, 2012 By: /s/ John Moore ----------------------------------- John Moore, Chief Financial Officer 17