SecProbe.io

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Mail Stop 0308

March 30, 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
      Amendment No. 2 to Registration Statement on Form SB-2
      File No. 333-120893
      Filed on March 23, 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.

Cover Page

1. Disclose at the top of the cover page that selling shareholders
will be offering 2,470,000 shares in addition to the shares that
you
have indicated will be sold by you.

2. On the cover page, please delete the qualifier "considered" in
the
statement indicating that your officers and directors are
underwriters.  Please make similar revisions throughout the
prospectus.

3. Please clearly disclose on the cover page and in the plan of
distribution whether the direct offering shares will be sold
before
the shares of the selling shareholders will be sold.  If the
shares
offered by you will not be sold before the selling shareholders
sell
their shares, please disclose the risk to investors in the risk
factors that you may not have funds to continue the development of
your business if only the selling shareholders sell their
securities
in this offering.

Summary of Our Offering, page 6

4. We reissue our prior comment 2.  Please provide more details
about
your business operations and products and services in your summary
section.  See Item 503(a) of Regulation S-B.  Please disclose in
the
summary that you have not contacted any publishers to date and
have
taken only minimal steps towards developing your business.  We
further note that your website indicates that you offer the
"highest
returns available online" and that you are a "leader in online
advertising."  Please provide us with support for these claims
given
that you have not commenced operations.  It is unclear how you may
make these claims since you have not conducted any market research
as
indicated on page 18.

5. In the offering table, you indicate that 4,000,000 shares will
be
offered.  Please revise the "Securities being offered" line to
make
clear that an additional 2,470,000 will be offered by the selling
shareholders.

Selected Financial Data, page 7

6. Please disclose your income statement data for the quarterly
period ended December 31, 2004.

Use of Proceeds, page 9

7. We note your response to our prior comment 3.  However, you
state
that your prospective shareholders "have no responsibility
whatsoever
to pay any of the offering expenses."  Please clarify that the
company will be responsible for the offering expenses if the
minimum
proceeds are raised.  Also, please revise your table on page 58 so
that it is consistent with your table in this section.

Business, page 18

8. We note your response to our prior comment 5.  You state that
you
"will not generate revenues from [y]our operations unless [you]
raise
the minimum amount of this offering."  However, it is possible
that
you will not generate revenues from your operations even if you
raise
the minimum amount from your offering.  Therefore, please clarify
the
meaning of this phrase, or delete this statement.

Planned Services, page 19

9. Please provide us with the basis for the statement that a mark-
up
of 25% to 50% is standard and comparable to your competitors.

Research and Development, page 23

10. We reissue our prior comment 9.  You must estimate the amount
spent during each of the last two fiscal years on research and
development activities, and, if applicable, the extent to which
the
cost of such activities are borne directly by your customers.  See
Item 101(b)(10) of Regulation S-B.  You state that your
trafficaces
website was developed free of charge by your officers and
directors,
and your officers and directors spent no money on research and
development.  However, on page 25 you state you are developing
websites that will cost $1,000 for your corporate website, $2,000
for
your advertising and publishing website, and $2,000 for your
reseller
website.  Therefore, please explain how neither you nor your
officers
or directors spent any money on research and development over the
last two fiscal years, especially since your reseller website,
www.trafficaces.com, is on the Internet already.

Significant Assumptions, page 27

11. You state that you will purchase three dual Zeon servers, four
P4
Desktop PC`s, and one Cisco switch if you raise the maximum
proceeds
from your offering.  Please disclose what equipment you will
purchase
if you raise only the minimum amount of proceeds from your
offering.
If you will purchase no equipment, please disclose this in your
document.

12. On the bottom of page 27, you state that if you raise the
minimum
amount of proceeds from this offering, you will integrate the
software into your websites, test it, and debug the software for a
cost of between $5,000 and $10,000.  Also, you state that if you
raise the maximum proceeds from the offering, you will integrate
the
software into your websites, test it, and debug the software for a
cost of between $5,000 and $10,000.  Please tell us whether the
amount of proceeds you receive will determine the amount you spend
on
the costs of integrating, testing, and debugging your software.
Further, you state that you have allocated $70,000 for new
enhancements.  Please disclose if that figure depends on whether
you
raise the minimum or maximum proceeds in your offering.

13. Please estimate how much you would spend on your marketing and
advertising activities if you raise the minimum proceeds in your
offering, and please estimate how much you would spend on your
marketing and advertising activities if you raise the maximum
proceeds in your offering.

Know[n] material risks, trends, and uncertainties, page 29

14. Please consider including your "Blocking Software" and
"Network
Publishers" paragraphs as risks in your Risk Factors section.

Principal and Selling Stockholders, page 34

15. We could not locate any revisions to prior comment 14.  Please
revise the disclosure or provide a response to this comment.

Financial Statements, page 39

16. Please revise the index to your financial statements to
indicate
clearly the unaudited and audited financial statements included in
your registration statement.

Note 1(b), Basis of Presentation, page F-5

17. We note that you did not file Form 10-KSB for the year ended
September 30, 2004.  Therefore, please revise this section to
state
that your unaudited interim financial statements should be read in
conjunction with your audited financial statements included in
this
registration statement.

Note 5, Income Taxes, page F-7

18. It appears that you have disclosed your tax net operating loss
and the change in your net deferred tax asset and valuation
allowance
related to your tax net operating loss for the quarterly period
ended
December 31, 2004 and not the amounts of your tax net operating
loss,
net deferred tax asset, and valuation allowance as of December 31,
2004.  Also, it appears that the tax loss of $17,711 at September
30,
2004 expiring in fiscal 2024 is not correct.  Please explain your
disclosures to us or revise to disclose your tax net operating
loss
and related deferred tax asset and valuation allowance as of
December
31, 2004.  Further, please revise this section to describe clearly
the net loss, statutory tax rate, and effective tax rate for the
period presented.

*	*	*	*	*	*

      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
March 30, 2005
Page 1

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