T-REX Acquisition Corp. - Quarter Report: 2013 March (Form 10-Q)

sync2_10q.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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 ____________

Commission File No. 333-152551

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.

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

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 March 31, 2013			Nine months ended March 31, 2012			Cumulative results of operations from the date of inception to March 31, 2013

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

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

Sync2 Networks Corp

(A Development Stage Company)

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.

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.

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.

Sync2 Networks Corp

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2013

(Unaudited)

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.

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.

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.

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.

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.

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.

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.

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.

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.

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

____________

** 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.

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: June 22, 2013	By:	/s/ John Moore
		John Moore, President and
		Chief Executive Officer

Dated: June 22, 2013	By:	/s/ John Moore
		John Moore, Chief Financial Officer