SecProbe.io

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Mail Stop 0308

February 17, 2005

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
      Amended Registration Statement on Form SB-2
      File No. 333-120893
      Filed on February 7, 2005

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.
Front Cover Page of Prospectus, page 3
1. We note your response to our prior comment 4.  However, please
clarify that the affiliates will resell their securities for the
$0.05 per share price for the duration of the offering in your
cover
page, summary, the determination of offering price, and plan of
distribution sections.

Summary of Our Offering, page 6
2. We reissue our prior comment 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.

Use of Proceeds, page 9
3. We reissue our prior comment 17.  Please disclose who will pay
the
offering expenses not paid from the proceeds of the offering.  We
note you will incur some expenses even if the minimum amount is
not
raised.  For example, you will have to pay legal, accounting, and
auditing fees regardless of whether you sell any shares.
Therefore,
please disclose whether your 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 Offering Price, page 10
4. We note your response to prior comment 19.  You may not enter
into
a short sale before the registration statement becomes effective
and
later use the registered shares to cover the short sales.  Please
revise the registration statement accordingly.

Business, page 18
5. We reissue our prior comment 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.

AdX Software, page 19
6. We note your response to our prior comment 22.  Please describe
the PHP development platform and the apache webserver software.
Also, please describe the basic requirements of serving ads that
your
AdX software supports.  In doing so, describe the basic features
of
the AdX software that provide the ability to manage the purchase,
sale and tracking of advertising space, manage the volume, ad
types
and timeframes in which ads are delivered to publisher websites
and
the features that enable you to target ads based on category of
interest and country.  In addition, please describe the features
of
AdX software that you plan to develop on an on-going basis
dependent
upon completion of the offering and working capital.  These
descriptions should provide investors with a basic understanding
of
the present capabilities and features of the AdX software and your
plans for development of additional features and applications,
such
as those related to client and reseller management, inventory and
ad
management, ad category management, reseller access features,
interface protocols, and data tracking and statistics reporting
features.  Further, with regard to your plans to develop
additional
features and applications, please provide the timeframe for their
development assuming you raise the minimum and maximum proceeds.

Services, page 18
7. We note your response to our prior comment 23.  However, it is
not
clear that your added disclosure, regarding what is typical in
your
industry and comparable to your competitors, is referring to mark-
up.
It could be referring to gross profit.  Therefore, if true, please
revise to clarify that a 25% to 50% mark-up is standard.
Website, page 19
8. We note your response to our prior comment 26.  Please tell us
your alternative suppliers of these products and services if
NetNation is unable or unwilling to supply you.  Otherwise, please
tell us how prevalent alternative suppliers are and how difficult
it
would be for you to procure their products and services.  See Item
101(b)(5) of Regulation S-B.

Research and Development, page 22
9. We note your response to our prior comment 28.  You indicate
that
you have not spent any money on research and development.
However,
you discuss the development of your AdX software and your
trafficaces
website in your Business section.  For example, on page 19 you say
that you "will continue to develop AdX features," and that "we
currently have our tranfficaces [sic] website partially developed
for
use in promoting our services that was developed by our offices."
Therefore, please tell us how you have not spent any funds on
research and development activities since your inception.  See
Item
101(b)(10) of Regulation S-B.

Management`s Discussion and Analysis or Plan of Operation, page 22
10. We reissue our prior comment 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.
11. We note your response to our prior comment 31.  However,
please
disclose the significant assumptions you used in estimating the
expenditures you intend to fund with the proceeds from the
offering.
In particular,

* disclose your assumptions regarding the term and amount of lease
payments for the lease of servers and your estimates of the unit
cost
of the servers and desktop computers you intend to purchase if the
maximum proceeds are raised;

* provide a summary of the specific software development
activities
you intend to undertake assuming you raise the minimum and maximum
proceeds of the offering and the estimated cost of each activity;

* disclose whether the website costs were based on quotations from
website developers or estimated and the basis for the estimates,
and
whether you intend to develop your corporate website internally or
externally and how you intend to fund its development;

* disclose the specific marketing and advertising activities you
intend to undertake if the minimum and maximum proceeds are
raised,
and the estimated cost of each of the activities;

* disclose how you estimated the cost of the employees you intend
to
pay assuming the maximum proceeds are raised and the period of
time
for which the employees will be paid; and

* describe the increase in working capital requirements if you
raise
the maximum proceeds.
Also, you state that if you are unable to secure enough suppliers
to
provide products at suitably low pricing or enough customers
willing
to buy the products at higher than the price you negotiate with
suppliers that you may quickly use up the proceeds from the
minimum
amount of proceeds and will need to find alternative sources of
cash
to maintain your operations.  Further, you state that the minimum
proceeds from the offering will last a year but with limited funds
available to develop a growth strategy and that you believe the
maximum proceeds will last a year and also provide funds for a
growth
strategy.  In addition, you state that if you need additional cash
and cannot raise it you will either suspend operations until you
raise the cash or cease operations.  Please reconcile these
statements.  In doing so, specifically discuss whether you will
need
to raise additional funds in the next twelve months if you raise
the
minimum amount of proceeds, the maximum amount of proceeds, and
less
than the maximum amount of proceeds.  Also, please discuss the
uncertainties with regard to your ability to raise additional
funds.
Further, discuss how long you will be able to meet your cash
requirements if you raise the minimum and maximum amounts of
proceeds
and if you are unable to generate revenues as expected.  Finally,
please tell us the amount of estimated revenues, gross profit, and
operating cash flows reflected in your operating plan for the year
following completion of the offering assuming you raise the
minimum
amount of proceeds and assuming you raise the maximum amount of
proceeds.
12. We reissue our prior comment 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.
13. We note your response to our prior comment 34.  However,
please
discuss in greater detail the website for advertisers and
publishers
and the website for resellers that you plan to establish.

Principal and Selling Stockholders, page 31
14. We note your response to our prior comment 40.  In the first
table, please consider aggregating the entries for Dwayne and
Karen
Maynes so that their number of shares totals 200,000 and their
ownership percentage is listed as 8.10% or explain to us why these
shares should not be aggregated.

Selling Shareholders, page 32
15. We note your response to our prior comment 43.  In footnote 2,
you state that only Christopher Schilling and Jason Baybutt had
any
position, office, or other material relationship with you in the
last
three years.  However, on page 30, you state that Byron O`Brien is
one of your directors.  Also, on pages 31 and 32, you state that
Byron O`Brien is a selling shareholder of 300,000 shares.  Please
revise your disclosure or tell us why Byron O`Brien should not be
included in your footnote 2.  See Item 507 of Regulation S-B.
16. We note your response to our prior comment 44.  However,
please
revise your disclosure to make clear whether Dwayne and Karen
Maynes
are promoters along with Christopher Schilling, Jason Baybutt, and
Byron O`Brien.

Certain Transactions, page 35
17. We note your response to our prior comment 48.  However, you
state that the shares received by Christopher Schilling, Jason
Baybutt, and Byron O`Brien were the only valuable things they
received from you "other than as described in this prospectus."
Please tell us what other valuable things they received besides
their
restricted shares of common stock.

Financial Statements

General
18. Please update your financial statements to include financial
statements for an interim period ending within 135 days of the
effective date of the registration statement as required by Item
310(g) of Regulation S-B.  The interim financial statements should
be
prepared in accordance with Item 310(b) of Regulation S-B.  Also,
please update Management`s Discussion and Analysis or Plan of
Operations to include the interim period.
19. We note your response to our prior comment 49.  Please tell us
how and when you obtained ownership of the AdX software and the
cost
or fair value of the software.  Also, please tell us when your
officers partially developed your trafficaces website and business
plan and whether you recognized the cost or fair value of the
services in your financial statements.  Further, please tell us
how
you determined fair value for each non-monetary transaction.

Index to Financial Statements, page 36
20. We note your response to our prior comment 50.  Please revise
the
index as well.

*	*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact William Thompson at (202) 942-1935, or
Michael
Moran, Accounting Branch Chief, at (202) 942-2823, if you have
questions regarding comments on the financial statements and
related
matters.  Please contact John Fieldsend

at (202) 824-5505, Ellie Quarles, Special Counsel, at (202) 942-
1859,
or me at (202) 942-1900 with any other questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director

cc:	Conrad C. Lysiak, Esq.
      601 West First Avenue, Suite 503
      Spokane, WA 99201
	Via Fax: (509) 747-1770
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Sydys Corporation
February 17, 2005
Page 1

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