Attached files
| file | filename |
|---|---|
| EX-32.1 - CERTIFICATION - Trex Acquisition Corp. | sync2_ex321.htm |
| EX-32.2 - CERTIFICATION - Trex Acquisition Corp. | sync2_ex322.htm |
| EX-31.2 - CERTIFICATION - Trex Acquisition Corp. | sync2_ex312.htm |
| EX-31.1 - CERTIFICATION - Trex Acquisition Corp. | sync2_ex311.htm |
| EXCEL - IDEA: XBRL DOCUMENT - Trex Acquisition Corp. | Financial_Report.xls |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 2013
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
SYNC2 NETWORKS CORP
(Name of small business issuer in its charter)
| Nevada | 26-1754034 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
5836 South Pecos Road, Suite 112
Las Vegas, NV 89120
(Address of principal executive offices)
1-778-707-3625
(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 o
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 | o | Accelerated filer | o |
| Non-accelerated filer | o | 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 o 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 o No o
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, 2013 | |
| 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, 2012 included in a Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on December 10, 2012. 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, 2013 are not necessarily indicative of the operating results that may be expected for the full year ending June 30, 2013.
2
Sync2 Networks Corp
(A Development Stage Company)
Balance Sheets
| March 31, | June 30, | |||||||
| 2013 | 2012 | |||||||
| UNAUDITED | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | - | $ | - | ||||
| Accounts receivable | ||||||||
| Total current assets | ||||||||
| FIXED ASSETS (see Note 1) | ||||||||
| TOTAL ASSETS | $ | - | $ | - | ||||
| LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITES | ||||||||
| Accounts payable | $ | - | $ | 516,245 | ||||
| Due to related parties | 604,737 | 604,737 | ||||||
| Total current liabilities | 604,737 | 1,120,982 | ||||||
| TOTAL LIABILITIES | 604,737 | 1,120,982 | ||||||
| STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Common stock (see Note 1) | ||||||||
| Authorized: 150,000,000 : par value $0.001 per share | ||||||||
|
Issued: 103,046,175 as of March 31, 2013
|
103,046 | 103,046 | ||||||
| 103,046,175 as of June 30, 2012 | ||||||||
| Additional paid-in capital | 609,301 | 609,301 | ||||||
| Losses associated with disposition of the subsidiary | (705,714 | ) | (705,714 | ) | ||||
| Deficit accumulated during exploration stage | (611,370 | ) | (1,833,329 | ) | ||||
| TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (604,737 | ) | (1,120,982 | ) | ||||
| TOTAL LIABILTIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | - | $ | - | ||||
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, 2013 and 2012 and for the period from January 16, 2008 (date of inception) to March 31, 2013
|
Nine months
ended |
Nine months
ended |
Cumulative results
of operations from |
||||||||||
| Revenues | $ | $ | $ | 556,774 | ||||||||
|
Salaries and benefits
|
693,176 | |||||||||||
|
Rent
|
199,621 | |||||||||||
|
Marketing
|
15,000 | 157,451 | ||||||||||
|
Foreign exchange
|
17,386 | |||||||||||
|
Amortization
|
217,482 | |||||||||||
|
Transfer agent fees
|
500 | 74,776 | ||||||||||
|
Administration fees
|
182,083 | |||||||||||
|
Professional fees
|
79,500 | 283,860 | ||||||||||
|
Management fees
|
189,997 | |||||||||||
|
Financial Consulting
|
49,450 | |||||||||||
|
Travel/Meals and Lodging
|
10,448 | |||||||||||
|
Bad Debts
|
36,202 | |||||||||||
|
General and Administration
|
209,195 | |||||||||||
| Total operating costs | 95,000 | 2,321,127 | ||||||||||
|
Loss from operations before taxes
|
(95,000 | ) | (1,764,353 | ) | ||||||||
|
Write-off Accounts Payable
|
516,245 | 516,245 | ||||||||||
|
Write-off of goodwill
|
(468,128 | ) | ||||||||||
|
Write-off Related Parties
|
-- | -- | 399,152 | |||||||||
|
Net loss for the period
|
$ | 516,245 | $ | (95,000 | ) | $ | (1,317,084 | ) | ||||
|
Basic and diluted earnings (loss) per share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
|
Weighted average number of common shares outstanding
|
103,046,175 | 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 Nine months Ended March 31, 2013 and 2012 and for the period from January 16, 2008 (date of inception) to March 31, 2013
| Nine months
ended
March 31,
2013
|
Nine months
ended
March 31,
2012
|
Cumulative results
of operations from
the date of
inception to
March 31,
2013
|
||||||||||
| OPERATING ACTIVITIES | ||||||||||||
| Net loss | $ | 516,245 | $ | (95,000 | ) | $ | (1,317,084 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Non cash expense - Amortization | - | |||||||||||
| - Foreign exchange | - | |||||||||||
| - Write-off goodwill | - | |||||||||||
| Increase (decrease) in deferred revenue | - | |||||||||||
| (Increase) in accounts receivable | - | |||||||||||
| (Increase) decrease in work in process | - | |||||||||||
| Increase (decrease) in accounts payable | (516,245 | ) | 40,000 | |||||||||
| Increase (decrease) in Due to Related Parties | $ | - | 55,000 | 604,737 | ||||||||
| NET CASH USED IN OPERATING ACTIVITIES | - | (712,347 | ) | |||||||||
| INVESTING ACTIVITIES | ||||||||||||
| Fixed assets | ||||||||||||
| Goodwill | ||||||||||||
| NET CASH USED IN INVESTING ACTIVITIES | - | |||||||||||
| 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 | - | |||||||||||
| NET INCREASE (DECREASE) IN CASH | - | |||||||||||
| CASH, BEGINNING OF PERIOD | - | |||||||||||
| CASH, END OF PERIOD | $ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these financial statements
5
Sync2 Networks Corp
Notes to the Financial Statements
March 31, 2013
(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.
On December 15, 2009 the directors and management shut-down the operations of Sync2 Agency Ltd because of recurring monthly operating losses , wrote-off the assets and goodwill and had creditors wrote-off approximately $275,000 in debts. The net loss was $529,475.
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 March 31, 2013 the Company has accumulated losses of $1,833,329.
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 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 $1,833,329 as of March 31, 2013 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.
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Sync2 Networks Corp
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2013
(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 or private placement of common stock.
c) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of nine 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.
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Sync2 Networks Corp
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2013
(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, 2012 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, 2013
4. FIXED ASSETS
| 2009 | Cost |
Accumulated
Amortization
|
Net | |||||||||
| Computer equipment | $ | 57,620 | $ | 7,240 | $ | 50,380 | ||||||
| Leasehold improvements | 157,160 | 20,955 | 136,205 | |||||||||
| $ | 214,780 | $ | 28,195 | $ | 186,585 | |||||||
| 2012 | Cost | Accumulated
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. 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 $0.001 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.
9
Sync2 Networks Corp
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2013
(Unaudited)
5. COMMON STOCK (CONTINUED)
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, 2008 (inception) to June 30, 2012, the Company sold a total of 5,050,000 shares of common stock for total cash proceeds of $24,500 and issued 17,196,175 shares of common stock for the retirement of debt of $687,817.
6. INCOME TAXES
As of March 31, 2013 the Company had net operating loss carry forwards of approximately $1,833,329 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 $604,737 to companies related to 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.
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.
11
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.
12
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.
NINE MONTH PERIOD ENDED MARCH 31, 2013 COMPARED TO THE NINE MONTH PERIOD ENDED MARCH 31, 2012
Our net loss during the nine-month period ended March 31, 2013 was 516,245 or ($0.00) per share compared to a net loss of ($95,000) or ($0.00) per share during the comparative period to March 31, 2012. The weighted average number of shares outstanding was 103,046,046, for March 31 2013 and 103,046,046 for March 31, 2012.
During the nine-month period ended March 31, 2013 we incurred general and administrative expenses of approximately $0.00 compared to $0 incurred during the comparative period to March 31, 2012. General and administrative expenses incurred during the nine-month periods were generally related to corporate overhead and financial and administrative contracted services.
LIQUIDITY AND CAPITAL RESOURCES
THREE-MONTH PERIOD ENDED MARCH 31, 2013
As at March 31, 2013 our current assets were $604,737 and our total current liabilities were $1,120,982 which resulted in a working capital deficit of $(611,370).
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the three-month period ended March 31, 2013 net cash flows used in operating activities was $(0) consisting primarily of a net loss of $(0). Net cash flows used in operating activities was $95,000 for the comparative period to March 31, 2012 and consisting primarily of a net loss of $(95,000).
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, 2013 we generated no cash. For the period from inception (January 16, 2008) to March 31, 2013 net cash provided by financing activities was $712,347 received from sale of common stock and loans from companies who are owned by a shareholder of the Company.
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
13
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 nine 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; and (iii) 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, 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 endeavors 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, 2012 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.
14
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 March 31, 2013. 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 March 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
15
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
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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
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 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.
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101.INS **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Extension Schema Document
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101.CAL **
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF **
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB **
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
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XBRL Taxonomy Extension Presentation Linkbase Document
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** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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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.
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SYNC2 NETWORKS CORP
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Dated: June 22, 2013
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By:
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/s/ John Moore | |
| John Moore, President and | |||
| Chief Executive Officer | |||
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Dated: June 22, 2013
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By:
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/s/ John Moore | |
| John Moore, Chief Financial Officer |
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