SecProbe.io

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Mail Stop 0308

December 30, 2004

VIA U.S. MAIL AND FACSIMILE

Mr. Christopher Schilling
President and Principal Executive Officer
Sydys Corporation
2741 East Hastings Street
Suite 209
Vancouver, British Columbia V5K 1Z8
CANADA

Re:	Sydys Corporation
      Registration Statement on Form SB-2
      File No. 333-120893
      Filed on December 1, 2004

Dear Mr. Schilling:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Section (a)(2) of Rule 419 defines a blank check company as a
company that is issuing penny stock that is "a development stage
company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other
entity."  In discussing this definition in the adopting release,
the
Commission stated that it would "scrutinize . . . offerings for
attempts to create the appearance that the registrant . . . has a
specific business plan, in an effort to avoid the application of
Rule
419."  See Securities Act Release No. 6932 (April 13, 1992).

Your disclosure indicates that you are a developmental stage
company
issuing penny stock.  As of September 30, 2004, your primary asset
was cash in the amount of $11,770, you had no revenues, no
employees
working for you, no executive officer compensation, no completed
products or designs, no engagement with website publishers, no
customers, no contracts, and you had not fully developed the AdX
system.  To date, it appears as if you have taken few substantive
steps in furtherance of a business plan.  In general, you lack a
developed business plan, any means of revenue, and any real method
to
obtain financing beyond this offering.

In view of the foregoing, it appears that your proposed business
may
be commensurate in scope with the uncertainty ordinarily
associated
with a blank check company.  Accordingly, please revise your
disclosure throughout your registration statement to comply with
Rule
419 of Regulation C or supplementally provide a detailed
explanation
as to why Rule 419 does not apply to this offering.  If you
believe
that you do not fall within the definition of a blank check
company,
you should include in the prospectus appropriate disclosure to
demonstrate your status as a non-blank check company.

Facing Page
2. On the facing page, please add a sentence indicating that
securities are being offered on a delayed or continuous basis
pursuant to Rule 415.  See interpretation D.36 of the Manual of
Publicly Available Telephone Interpretations (July 1997) and Form
S-1
to review the disclosure that you should include.

Front Cover Page of Prospectus, page 3
3. Please state prominently on the front cover page of your
prospectus the fact that your auditors have issued a going concern
opinion.
4. This registration statement is registering 100% of your
currently
outstanding common stock, 60.75% (52.65% for Schilling, Baybutt,
and
O`Brien and another 8.10% for Dwayne and Karen Maynes - see
comment
40 below) of which is being offered by affiliates of the company
directly.  Generally, we view resale transactions by parties
related
to the issuer of this amount as, in essence, an offering by or on
behalf of the issuer for purposes of Rule 415(a)(4) of Regulation
C
under the Securities Act.  For these sales to occur "at the
market,"
the provisions of Rule 415(a)(4) must be satisfied.  As your
offering
does not appear to meet these provisions, an "at the market"
offering
by those affiliates is not permissible.  You should revise your
offering document to price the shares being offered by affiliates
at
$0.05 for the duration of the offering.  Please clarify that the
affiliates will resell their securities for the $0.05 per share
price
for the duration of the offering.  The prospectus also should make
clear the fact that these persons are considered underwriters of
this
offering.  Revise your prospectus accordingly, including your
cover
page, summary, the determination of offering price and plan of
distribution section.
5. Please advise us why you have chosen not to place the funds
given
to you by prospective purchasers in an escrow, trust, or similar
account.  Also, please discuss your plans for the interest accrued
by
the funds in that account.
6. If this prospectus will be used before the effective date of
the
registration statement, please provide prominently the appropriate
statement required by Item 501(a)(10) of Regulation S-B.  See Item
1
of Form SB-2 and Item 501(a)(10) of Regulation S-B.
7. Please list or reference the "unaffiliated third parties" to
which
the first $25,000 of the proceeds will be paid.

Summary Information, page 5
8. Please provide more details about your business operations and
products and services in your summary section.  See Item 503(a) of
Regulation S-B.

Risk Factors, page 6
9. Please revise risk factor number 6 to make clear that it
relates
to the application of the Commission`s penny stock rules in
trading
of your securities.
10. Please include a risk factor that indicates that you do not
have
a detailed, viable business plan.  If you do have a detailed,
business plan, please provide its details in this registration
statement.
11. Please discuss any industry or regulatory risks presented by
regulation by a U.S. agency or an agency of a foreign government.
12. Please include a risk factor that indicates that the offering
price was arbitrarily determined and that the price bears no
relation
to your assets, earnings, book value or other criteria of value.
Disclose the material risks to investors resulting from the
arbitrary
determination of your offering price.
Use of Proceeds, page 8
13. For the assets purchased using the proceeds of the sale,
please
identify the persons from whom they will be bought, the cost, and
the
principle followed in determining the cost to you.  See Item 4 of
Form SB-2 and Instruction 2 to Item 504 of Regulation S-B.
14. It is unclear why you have not included the total offering
expenses in the table you have presented, as discussed in the
paragraph that follows the table.  Please revise to include all
offering expenses.
15. Please clarify the nature of the escrow fee disbursement.  We
note that you have indicated on the cover page that you have not
established an escrow account.  Please reconcile these statements.
16. We note that you have included a hardware line item in the
table
and have disclosed in the narrative portions of this section that
you
will lease two computer servers if the minimum offering amount is
raised.  Therefore, it appears that you should include an amount
of
proceeds that you will use to lease hardware if you raise the
minimum
offering amount versus the $0 disclosed.
17. Please disclose who will pay the offering expenses not paid
from
the proceeds of the offering.  In doing so, please disclose
whether
shareholders have agreed to contribute additional capital to fund
the
offering expenses or whether the expenses will be paid directly by
the selling shareholders.  If there is an agreement that obligates
selling shareholders to pay offering expenses, please describe the
terms of the agreement, and file those documents as material
agreements.

Determination of the Offering Price, page 9
18. Please state that if you add a broker-dealer or underwriter,
you
will file a post-effective amendment to this prospectus.  Revise
the
disclosure to eliminate the reference to a prospectus supplement.
19. We note your disclosure regarding short sales.  Please be
advised
that short sales of ordinary shares "against the box" that are
covered with shares subject to this registration statement cannot
be
made before the registration statement becomes effective.  It is
our
view that shares underlying the short sale are deemed to be sold
at
the time such sale is made and, prior to effectiveness, this would
constitute a violation of Section 5.  Please confirm your
understanding.  Also, please revise the disclosure accordingly.
See
Interpretation A.65 of the Manual of Publicly Available Telephone
Interpretations (July 1997).
Description of Business, page 16
20. At the beginning of this section, please disclose that you
received a going concern opinion from your auditors.
21. Please thoroughly revise your disclosure in this section and
throughout your prospectus to clarify the current status of your
operations and your proposed business operations.  To the extent
that
you discuss future services, provide the status of development and
indicate the timeframe for which you anticipate offering these
services. We may have further comments after reviewing your
revised
prospectus disclosure.
22. Please provide a description of your AdX software, including
its
significant applications and features, and the technical aspects
of
your website.  Please also provide a description of your
processing
platform and integrated technologies.  Please discuss if you have
any
patent, trademark, copyright, or any other proprietary rights over
the AdX system.  If so, please describe the rights and their
duration.  If you do not have these rights, please state how you
will
receive licensing fees for the system.  Furthermore, please
discuss
the technical aspects of your website and processing platform, and
your plan to further develop the products.  In doing so, disclose
whether your products are in the planning stage, whether
prototypes
exist, the degree to which product design and testing has
progressed
and the extent to which further engineering and development is
necessary.  With respect to your website, please disclose the
development activities required to sufficiently develop its
technical
aspects for use in operations within 30 days from completion of
the
offering.  See Item 101(b)(1) of Regulation S-B.
23. You claim that you will mark-up the publisher`s price for
their
advertisement inventory by 25% to 50% and bill your customers
accordingly.  Please discuss whether this is typical of your
industry
and comparable to your competitors.
24. You discuss the online advertising industry as a whole,
however
you fail to list your competitive position with other companies
close
to your size that also service small to medium sized internet
companies.  Please add a comparison.  See Item 101(b)(4) of
Regulation S-B.  Furthermore, disclosure of the size and amount of
spending for online advertising and Doubleclick`s sales levels
does
not appear to be relevant since you have not yet commenced
operations.  Please revise.
25. Please provide us with support for the statistical information
you have included in the registration statement and mark it to
indicate the support for the disclosure you have included.
26. Please state your plans if NetNation were unable to provide
services and products for your website, and list your alternative
suppliers of these products and services, if any.  See Item
101(b)(5)
of Regulation S-B.
27. Please disclose the e-commerce regulations with which you must
comply in the United States, Canada, and any other country in
which
you will do business.  See Item 101(b)(9) of Regulation S-B.
28. Please estimate the amount spent since inception on research
and
development activities.  See Item 101(b)(10) of Regulation S-B.
29. Please provide the required disclosure regarding your
properties.
See Item 102 of Regulation S-B.

Management`s Discussion and Analysis or Plan of Operation, page 20
30. Please expand this section to discuss known material risks,
trends, and uncertainties that will have or are reasonably likely
to
have a material impact on your revenues, operations, liquidity, or
income over the short and long terms, and the actions you are
taking
to address them.  In doing so, please discuss the industry-wide
factors relevant to your business and the risks and uncertainties
related to the development of your products to the extent
necessary
to commence operations and for the foreseeable future.
Additionally,
please discuss your ability to secure sources of supply and
customers, generate revenues, raise additional financing, and
manage
other significant risks and uncertainties that are material to
your
plan of operations and business.  See SEC Release No. 33-8350 and
Item 303 of Regulation S-B.
31. Please disclose why you believe that either the minimum or
maximum amount of proceeds from the offering will be sufficient to
fund your operations and cash requirements over the next year.
Please provide a detailed plan of operations that describes your
activities and your sources and uses of cash for the next year and
the growth strategies that you will not pursue if you raise the
minimum amount of proceeds.  In doing so, please provide a summary
of
the activities and costs to further develop your AdX software and
develop the websites you plan to establish.  Additionally, please
discuss the expected expense of leasing computers, your planned
marketing and advertising activities, and other significant
matters
necessary for an understanding of your plan of operations, such as
your working capital requirements.  With respect to your growth
strategies you will undertake if you raise the maximum amount of
proceeds, provide a summary of the nature of and costs of
additional
research, development, marketing, and advertising activities you
expect to undertake and the salaries you expect to pay.  Finally,
please describe your expected additional working capital
requirements.  See SEC Release No. 33-8350 and Item 303 of
Regulation
S-B.
32. Please state why the cost of developing the AdX system will
vary
based upon how much money you raise in your offering.
33. Please reconcile the statements that you will not be
conducting
any product research and development, and you will continue to
develop AdX over the next twelve months.
34. Please discuss in greater detail the other websites, besides
trafficaces.com, that you plan to establish.
35. You state that you should be generating revenue within 90 days
of
completing your public offering and should be in full operation
and
receiving orders within 100 days.  Please discuss the likelihood
of
receiving orders and generating revenue even if you are in full
operation by that time.  Furthermore, please discuss the
likelihood
of generating enough revenue to continue operating for the next
twelve months.
36. Please discuss in greater detail your plan to locate and
negotiate agreements with website publishers and with customers.
Additionally, please discuss the likelihood of a being able to
negotiate these agreements.

Directors, Executive Officers, Promoters and Control Persons, page
23
37. Disclose the number of authorized directors.
38. You have not stated that you have any significant employees as
required by Item 401 of Regulation S-B.  However, in your
principal
and selling shareholders section you state that you have "key
employees."  Please advise or revise.  See Item 10 of Form SB-2
and
Item 401(b) of Regulation S-B.

Executive Compensation, page 25
39. If you have no executive compensati