Attached files
| file | filename |
|---|---|
| EX-32.2 - CONNEXUS CORP | exhibit322.htm |
| EX-31.1 - CONNEXUS CORP | exhibit311.htm |
| EX-31.2 - CONNEXUS CORP | exhibit312.htm |
| EX-32.1 - CONNEXUS CORP | exhibit321.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
[X] ANNUAL
REPORT PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended June 30, 2009
OR
[ ] TRANSITION
REPORT PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from __________ to ______________
Commission
File Number 333-119566
DYNAMIC
ALERT LIMITED
(Exact
name of registrant as specified in its charter)
|
Nevada
|
98-0430746
|
|
|
State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
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incorporation
or organization
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Identification
No.)
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1414 Eighth Street S.W.,
Suite 260, Calgary, Alberta T2R 1J6, Canada
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (702) 818-5898
Securities
registered under Section 12(b) of the Exchange Act:
|
Title
of each class
|
Name
of each exchange on which registered
|
||
|
None
|
None
|
Securities
registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 Par
Value
(Title of
class)
Check
whether the issuer is not required to file reports pursuant to Section 13 or 15
(d) of the Exchange Act [ ]
Check
whether the issuer (1) 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 [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Date File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this
chapter) during the preceding 12 months (or such shorter period that the
registrant was required to submit and post such files).
Yes
[ ] No [ ]
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
1
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a small reporting company. See the definitions of “large accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
[ ] Accelerated
filer [ ]
Non-accelerated
filer
[ ] Smaller
reporting company [X ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
[ ] No [X]
Net
revenues for our most recent fiscal year: $3,120
Aggregate
market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was sold on the
average bid and asked price of such common equity, as of December 31, 2008, the
last business day of the registrant’s most recently completed second fiscal
quarter: $23,400,000
Number of
common voting shares issued and outstanding as of June 30, 2009: 80,000,000
shares of common stock
DOCUMENTS
INCORPORATED BY REFERENCE
If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated:
(1) any annual report to security holders; (2) any proxy or information
statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933. The listed documents should be clearly described for
identification purposes (e.g., annual report to security holders for fiscal year
ended December 24, 1990).
Transitional Small Business Disclosure
Format (Check one): _________Yes __X______No
2
TABLE
OF CONTENTS
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Page
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PART
I
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Item
1. Description of Business
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4
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|
Item
2. Description of Properties
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7
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|
Item
3. Legal Proceedings
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7
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|
Item
4. Submission of Matters to a Vote of Security
Holders
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7
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PART
II
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|
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Item
5. Market For Registrant’s Common Equity and Related
Stockholder Matters
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8
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Item
6. Management’s Plan of Operation
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9
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Item
7. Financial Statements and Supplementary Data
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11
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Item
8. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure
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23
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PART
III
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|
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Item
9. Directors, Executive Officers, Promoters and Control Persons
and Corporate Governance: compliance with Section 16(A) of the Exchange
Act
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24
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Item
10. Executive Compensation
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26
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Item
11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
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26
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Item
12. Certain Relationships and Related Transactions, and Director
Independence
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27
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Item
13. Exhibits
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28
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Item
14. Principal Accountant Fees and Services
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28
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Signatures
|
3
PART
I
We
incorporated as Dynamic Alert Limited (referred to herein as “Dynamic”, “we”,
“us” and similar terms) on June 17, 2004, in the State of Nevada. Our
principal executive offices are located at 10004 – 103 Street, Ste 3218, Fort
Saskatchewan, AB., T8L 2B0. Our telephone number is (780)
668-7664. Our fiscal year end is June 30.
We are
operating a business that assists consumers with their securities needs and in
that regard, offer a three-fold service.
Our first
focus is to assist our clients in developing personalized security
plans. It is our management’s opinion that having a personalized
security plan in place may help create an atmosphere of safety and may allow
consumers the ability to conduct daily activities without undue worry and
concern. Our second focus is to source and market personal security
products. Our third focus will be to provide personal protection on
an as-needed basis.
Our goal
is to help our customers create and implement a personalized security
plan.
Since
incorporation, we have not made any significant purchases or sale of assets, nor
have we been involved in any mergers, acquisitions or
consolidations. We have never declared bankruptcy, been in
receivership, or been involved in any legal action or proceedings. We currently
do not have any plans to change our business model or the industry in which we
operate.
Principal Products and
Services
Our
target market is comprised of individuals in need of personalized security
plans. We offer services to help the consumer develop such a
plan. The plan reviews the daily activities of the individual in
order to anticipate possible personal exposure to danger. The plan
would identify weaknesses in their personal security and make plans of response
if confronted by an assailant.
In
addition, we offer personal security products. These products include
items such as personal alarms, safety lights, canine repellant and dog chasers
using ultrasonic technology. For the family with young children, we
may expand into other electronic devices like child guard transmitter/receivers
and telephone voice changers which may be used as in-home devices to help keep
the child safe. For home protection, we may include such devices as
door jammers, window security clamps, motion sensors, as well as entrance alerts
for both windows and doors.
We also
provide personal protection for clients on an as-needed-basis in situations such
as: (a) traveling on business or leisure trips; (b) hosting sensitive social or
business gatherings; (c) personal or residential perimeter security for visiting
celebrities; and (d) any other situation requiring discrete personal
protection. These services will be provided on a short-term hourly
basis or for a contracted period of time as required by our
clients.
The
Market
Our
target market is the greater metropolitan areas of Edmonton and Calgary, in
Alberta, Canada. Our focus will be individuals who are concerned
about their personal security and physical well being.
For
instance, we will target individuals who spend relatively long periods of
uninterrupted time engaged in a focused activity. An example would be
a person training for a marathon, spending large blocks of time running. For a
consumer such as this there would be two (2) options. Option one
would include the carrying of a personal alarm, safety reflectors, and/or a
choice of dog repellants. Although these items are available at many
retail stores, we would also sell personal protection products, at retail
prices, when they are deemed an appropriate component of their personalized
security plan. Option two would be security personnel that would ride
or drive along with the client to provide visual security. These
services would be provided by our directors.
Another
market that we will target is individuals living alone. We will offer
products such as personal alarms, window/door security devices, motion sensors
and telephone voice changers to these consumers. Additionally, we
will offer physical security staff engaged in providing perimeter and visual
security to the consumer’s premise.
4
Yet
another niche market is families with young children. Whether in the
home or while out with a parent or guardian, there are several types of security
devices available. For in-home security, there are alarms that will
alert the caregiver if the child opens a window or door. Outside the
home, a product such as an electronic child guard transmitter will notify the
caregiver if the child wanders more than a predetermined number of feet from the
receiver.
Our
marketing strategy will be aimed to include persons traveling in unfamiliar
surroundings or those arriving in the Edmonton and Calgary metropolitan
areas. Since we intend to offer services that will enhance personal
safety and security, we believe these potential customers will find comfort in
being able to find services that will provide for their safety, and in being
able to call for assistance when needed.
Competition and Competitive
Strategy
We are
presently unknown in the industry. Our competitive position is not
measurable. At present, there are other companies offering the
products and services we intend to market. However, with today’s
heightened awareness of the need for personal security, we believe that the
demand is growing more quickly than the supply. From the collective
experience of our founders, from anecdotal evidence gleaned through personal
conversations and from an Internet search of security companies offering related
services in the Alberta marketplace, management believes that nearly half of
these security companies are limited to offering security systems for structures
and do not provide products and services for personal
security. Further, we understand that many of the security companies
provide only security guard patrol services.
We
believe that we will differentiate our services from our competitors by
combining personal security products with attendant services. We
believe that using a personal approach targeted directly to the end user will
give us a competitive advantage. However, it should be noted that the
research we have conducted to date could be incomplete or inaccurate and this
conclusion could, therefore, be mistaken.
Dependence on One or a Few
Major Customers
We see
our market place, the greater Calgary and Edmonton metropolitan area, as being a
source of customers that will continue to grow in the foreseeable
future. The population of Calgary alone has doubled in the last 20
years and is now over one million. The economy of the Province of
Alberta continues to grow as a result of continuing development of natural
resources.
We also
intend to offer a comprehensive package of services for personal security to
individuals with security concerns, such as those who have been victims of
serious incidents or threats. We will supply support for those under
duress from serious threats or violence, and provide protection to prominent
individuals with such concerns.
Our
market is the individual who requires, as part of his or her personalized
security plan, products that provide deterrents from aggression. It
may be the athlete who, while involved in long-distance training, is confronted
with an unwanted aggressor. Our market will include women working
shift-work, elderly, retired, those living alone, and those living in families
and communities who feel the need for some added personal
protection.
The
customer may include the individual who needs a personal attendant to be part of
a difficult meeting which has the potential of aggression or
violence. Travelers and visitors who are unsure of the area may
likewise require a personal attendant. Special events bring
celebrities to the area that may choose to use the local security professionals
who know and understand their own marketplace.
In
marketing our products and services, we are not dependant on one (1) or a few
major customers. We will be direct selling to the
consumer. We will be working with individuals who require our offered
products and services. To the extent known at this time, we do not
intend to target large corporations for the next twelve (12) month
period.
Patent, Trademark, License
and Franchise Restrictions and Contractual Obligations and
Concessions
5
There are
no inherent factors or circumstances associated with this industry, or any of
the products or services that we plan to provide that would give cause for any
patent, trademark or license infringements or violations. We have
also not entered into any franchise agreements or other contracts that have
given, or could give rise to obligations or concessions.
Governmental Controls and
Approvals
In
regards to both the retail and the customer service portions of our business,
the major area for government control or need for government approval would be
in terms of business licensing.
All of
the products that will be offered for sale will be purchased from reputable
wholesale distributors and manufactures and will carry the necessary government
and industry standard approvals. We do not intend to sell products
that are restricted or regulated in Canada.
Existing or Probable
Government Regulations
Other
than the licensing requirements discussed above, our management is not aware of
any other types of government regulations existing or of any regulations being
contemplated that will adversely affect our ability to operate.
Research and Development
Activities and Costs
Our
directors and officers have undertaken limited research and investigation to
date regarding the type and supply of products and market need for personal
protection. We do not have any plans for additional research or
development during the next twelve (12) month period.
Compliance with
Environmental Laws
There are
no environmental laws that have been enacted, nor are we aware of any such laws
being contemplated for the future to address issues specific to our
business.
Employees
We have
no employees at the present time. Our officers and directors are
responsible for all planning, developing and operational duties, and will
continue to do so throughout the early stages of our growth.
We have
no intention of hiring employees until our business has been successfully
launched and we have sufficient, reliable revenue flow from our
operations. Our officers and directors will undertake the work and
tasks necessary to bring our business to the point of having positive cash flow
by earning revenues from Internet sales, kiosk sales and contract
sales. We do not expect to hire any employees within the next twelve
(12) months.
Risk Related to our
Business
You
should carefully consider the following risk factors and all other information
contained herein as well as the information included in this Annual Report in
evaluating our business and prospects. The risks and uncertainties
described below are not the only ones we face. Additional unknown
risks and uncertainties, or that we currently believe are immaterial, may also
impair our business operations. If any of the following risks occur, our
business and financial results could be harmed. You should refer to the other
information contained in this Annual Report, including our financial statements
and the related notes.
We Have a Limited Operating
History.
We have a
limited operating history. Our operations will be subject to all the
risks inherent in the establishment of a developing enterprise and the
uncertainties arising from the absence of a significant operating
history. No assurance can be given that we may be able to operate on
a profitable basis.
We may Require Significant
Additional Financing before our Products may be Marketed and Sold Successfully
and Profitably and There is No Assurance that such Funds will be Available as,
if and when Needed.
6
We have
only raised $90,000 which was, along with our limited sales, sufficient to fund
our operations for the last twelve (12) months. Our ability to
purchase sufficient inventory and market our products and services to potential
customers will be dependent upon our ability to raise significant additional
financing. There can be no assurance that we will be able to obtain
financing on acceptable terms in light of factors such as the market demand for
our securities, the state of financial markets generally and other relevant
factors.
Inability Of Our Officers
And Directors To Devote Sufficient Time To The Operation Of Our Business May
Limit Our Success.
Presently,
our officers and directors allocate only a portion of their time to the
operation of our business. Should our business
develop faster than anticipated, our officers may not be able to devote
sufficient time to the operation of our business to ensure that it continues as
a going concern. Even if our management’s lack of sufficient time is
not fatal to our existence, it may result in our limited growth and
success.
Unproven Profitably Due to
Lack of Operating History Makes an Investment in Us an Investment in an Unproven
Venture.
We were
formed on June 17, 2004. Since our date of inception, we have not had
significant revenues or operations and we have few assets. Due to our
lack of operating history, the revenue and income potential of our business is
unproven. If we cannot successfully implement our business
strategies, we may not be able to generate sufficient revenues to operate
profitably. Since our resources are very limited, insufficient
revenues would result in termination of our operations, as we cannot fund
unprofitable operations unless additional equity or debt financing is
obtained.
Our Independent Auditors’
Report States that there is a Substantial Doubt that we will be able to Continue
as a Going Concern.
Our
independent auditors, Schumacher & Associates, Inc. Certified Public
Accountants, state in their audit report, that since we have minimal business
operations to date and losses to date of approximately $144,869, there is a
substantial doubt that we will be able to continue as a going
concern.
We do not
own or rent facilities of any kind. At present we are operating from
our principal office that is located within the offices of our President, who
provides this space free of charge. We will continue to use this
space for our executive offices for the foreseeable future.
We do not
have any manufacturing plants and have minimal equipment for the operation of
our business.
ITEM
3. LEGAL
PROCEEDINGS.
We are
not currently party to any legal proceedings, nor are we aware of any
contemplated or pending legal proceedings against us.
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We have
not yet held our annual shareholders’ meeting or submitted any matters to a vote
of shareholders during the fiscal year to which this Annual Report
pertains.
PART
II
7
|
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
|
Market
for Common Equity and Related Stockholder Matters
(a) Market
Information
Our
shares of common stock, par value $0.001 per share, are quoted on the OTC
Bulletin Board under the symbol “DYMC”.
Fiscal
Year Ended June 30, 2009
|
Quarter Ended
|
September 30, 2008
|
December 31, 2008
|
March 31, 2009
|
June 30, 2009
|
|
High
|
$2.15
|
$2.70
|
$1.20
|
$1.18
|
|
Low
|
$0.05
|
$0.65
|
$0.20
|
$0.07
|
Fiscal
Year Ended June 30, 2008*
|
Quarter Ended
|
September 30, 2007
|
December 31, 2007
|
March 31, 2008**
|
June 30, 2008
|
|
High
|
$2.00
|
$1.96
|
$ 1.96
|
$0.05
|
|
Low
|
$1.96
|
$1.96
|
$1.96
|
$0.05
|
* On
August 17, 2007, we obtained regulatory approval to post our common shares for
trading on the OTC.BB.
** On
March 18, 2008, we conducted a forward split of our stock at a ratio of
40:1.
(b) Holders
As of
September 23, 2009, there were approximately 78 holders of record of our common
stock.
(c) Dividend
Policy
We have
never declared or paid dividends on our common stock. We intend to retain
earnings, if any, to support the development of our business and therefore do
not anticipate paying cash dividends for the foreseeable future. Payment
of future dividends, if any, will be at the discretion of our board of directors
after taking into account various factors, including current financial
condition, operating results and current and anticipated cash
needs.
(d) Securities
authorized for issuance under equity compensation plans
None.
RECENT
SALES OF UNREGISTERED SECURITIES
We have
not sold any unregistered securities during the past three (3) years prior to
the date of the filing of this annual report.
USE
OF PROCEEDS FROM SALE OF REGISTERED SECURITIES
Not
applicable.
DESCRIPTION
OF SECURITIES
Common
Stock
On March
12, 2008, our Articles of Incorporation were amended to change the aggregate
number of shares which we have authority to issue two hundred sixty million
(260,000,000) par value $0.001 per share of which two hundred fifty million
(250,000,000) are designated for common stock and ten million (10,000,000) are
designated for preferred stock.
8
On March
3, 2008, our Board of Directors authorized a 40-for-1 stock split of our $0.001
par value common stock. As a result of the split, 171,600,000
additional shares were issued and capital and additional paid-in capital were
adjusted according. All references in the accompanying financial
statements to the number of common shares and per share amounts have been
retroactively adjusted to reflect the stock split.
On March
16, 2008, our Board of Directors authorized the cancellation of 96,000,000 post
forward-split common shares. There are presently 80,000,000 common
shares issued and outstanding.
Each
record holder of common stock is entitled to one vote for each share held in all
matters properly submitted to the stockholders for their
vote. Cumulative voting for the election of directors is not
permitted by the By-Laws of Dynamic.
Holders
of outstanding shares of common stock are entitled to such dividends as may be
declared from time to time by the Board of Directors out of legally available
funds; and, in the event of liquidation, dissolution or winding up of the
affairs of Dynamic, holders are entitled to receive, ratably, the net assets of
Dynamic available to stockholders. Holders of outstanding shares of common stock
have no preemptive, conversion or redemptive rights. To the extent
that additional shares of Dynamic’s common stock are issued, the relative
interest of the existing stockholders may be diluted.
Stock
Purchase Warrants
None.
Stock
Purchase Options
None.
We have
generated only $41,854 in revenues from the sale of products since our
inception. The following should be read jointly with the financial
statements, related notes, and the cautionary statement regarding
forward-looking statements, which appear elsewhere in this filing.
Plan
of Operation for the Next Twelve (12) Months
The
following discussion of the plan of operation, financial condition, results of
operations, cash flows and changes in financial position should be read in
conjunction with our most recent financial statements and notes appearing
elsewhere in this Form 10-K; our 10-Q filed May 14, 2009, our 10-Q filed
February 13, 2009, our 10-Q filed November 13, 2008 and our 10-KSB annual report
filed September 18, 2008.
Our
continuing operations are dependent upon the identification and successful
completion of additional long-term or permanent equity financing, the support of
creditors and shareholders, and, ultimately, the achievement of profitable
operations. There can be no assurances that we will be successful,
which would in turn significantly affect our ability to complete the roll-out of
our business plan. If not, we will likely be required to reduce
operations or liquidate assets. We will continue to evaluate our
projected expenditures relative to our available cash and to seek additional
means of financing in order to satisfy our working capital and other cash
requirements.
We are
continuing to build a business that assists consumers with their security
needs. We offer a three-fold service.
Our first
focus is to assist our clients in developing personalized security
plans. It is our management’s opinion that having a personalized
security plan in place may help create an atmosphere of safety and may allow
consumers the ability to conduct daily activities without undue worry and
concern. Our second focus is to source and market personal security
products. Our third focus is to provide personal protection on an
as-needed basis. We currently do not have any plans to change our business model
or the industry in which we operate.
We are
continuing to market our services through our website and the presentation of
seminars. Our seminars highlight the importance of personal security
and protection, as well as present information on personal security equipment
and devices available in the market.
9
Our goal
is to help our customers create and implement a personalized security
plan.
We do not
anticipate making any major purchases of capital assets, or conducting any
research and development in the next twelve (12) months. Other than
our current officers, we have no employees at the present time. We do
not expect to hire any employees within the next twelve (12)
months.
We
currently do not any have cash. However, our current officers and directors have
personally committed to provide up to an aggregate amount of $20,000 in funds to
meet our operational needs. We believe that with this commitment we have
sufficient cash resources to satisfy our needs through the middle of March
2010. Our ability to satisfy cash requirements thereafter and the
need for additional funding is dependent on our ability to generate revenue from
our business in sufficient quantity and on a profitable basis. To the
extent that we require additional funds to support our operations or the
expansion of our business, we may attempt to sell additional equity shares or
issue debt. Any sale of additional equity securities will result in
dilution to our stockholders. Should we require additional cash in
the future, there can be no assurance that we will be successful in raising
additional debt or equity financing on terms acceptable to us, if at
all.
The
recent and continuing downturn in the U.S. economy has had an effect on our
ability to generate revenues and to attract long-term financing for our
operations. The products that we offer could be viewed by many consumers as
discretionary purchases and as such do not fit within consumers current budget
restrictions, which have become much tighter due to the loss of jobs, job
insecurity, the increase of foreclosures on residential homes and overall
decreased economic activity. The downturn in the U.S. economy has also made it
more difficult to find investors that either have capital to invest or are
willing to put capital at risk by investing in our company. We anticipate that
both effects of the current economic rescission will continue to hinder our
abilities to become a profitable company and to grow our
operations.
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
Full
Fiscal Years
At June
30, 2009, we had a working capital deficit of ($13,954), compared to working
capital of $19,612 at June 30, 2008. At June 30, 2009 our assets
consisted of cash of $170, prepaid expenses of $679 and capital assets of $823.
This compares to our assets as of June 30, 2008, consisting of cash of $26,903,
prepaid expenses of $416 and capital assets of $2,442.
At June
30, 2009, our total current liabilities increased to $14,803 from $7,707 as at
June 30, 2008.
We
recognized $3,120 in revenue from the sale of security products and services for
the year ended June 30, 2009. Cost of goods sold for the year ended
June 30, 2009 were $585, resulting in a gross profit of $2,535. This
compares with revenues from the sale of security products and services of
$38,017 during the year ended June 30, 2008. The cost of goods sold
for the year ended June 30, 2008 was $28,700, resulting in a gross profit of
$9,317.
We have
recognized $41,854 in revenue from inception. Our short and long term
survival is dependent on funding from increased sales of inventory products and
services, sales of securities as necessary or from shareholder
loans.
Result
of Operations
For the
year ended June 30, 2009, operating expenses were $38,074 compared to $68,603
for the year end June 30, 2008. The decrease of $30,529 was due to a
decrease in our operational activities over the prior
period. Operating expenses for the year end June 30, 2009, consisted
of professional fees of $28,009, office and administration costs of $5,522,
training and consulting fees of $3,072 and depreciation and amortization
totaling $1,471. This compares with operating expenses for the year
end June 30, 2008, consisting of professional fees of $23,978, marketing and
travel costs of $23,567, office and administration costs of $10,528, training
and consulting of $6,919 and depreciation and amortization totaling
$3,611.
We
recognized a loss on sale of assets of ($149) for the year ended June 30, 2009
compared with a gain on sale of assets of $244 and interest income of $668 from
the prior year.
10
We posted
a net loss of $35,688 for the year ended June 30, 2009, compared to a net loss
of $58,374 for the year ended June 30, 2008. From inception to June
30, 2009 we have incurred a net loss of $144,869. The principal
components of losses were professional fees of $84,355, marketing costs of
$33,067, cost of goods sold of $30,035, office and administration expenses of
$23,172, training and consulting fees of $10,191, organizational costs of
$1,058, and depreciation and amortization of $6,133.
As of the
date of this report, our net cash balance is approximately nil. We do not have
any lending arrangements in place with banking or financial institutions and we
do not anticipate that we will be able to secure these funding arrangements in
the near future.
Our
officers and directors have committed to provide up to $20,000 to meet our
operational needs. We believe that such commitment is sufficient to carry our
normal operations for the next six (6) or seven (7) months. To the
extent that we require additional funds to support our operations or the
expansion of our business, we may attempt to sell additional equity shares or
issue debt. Any sale of additional equity securities will result in
dilution to our stockholders. There can be no assurance that
additional financing, if require, will be available to us or, if available to
us, on acceptable terms.
We
believe our market risk exposures arise primarily from exposures to fluctuations
in interest rates and exchange rates. We presently only transact
business in Canadian and United States Dollars. We believe that the
exchange rate risk surrounding our future transactions will not materially or
adversely affect our future earnings. We do not use derivative
financial instruments to manage risks or for speculative or trading
purposes.
Off
Balance Sheet Arrangements.
None.
ITEM
7. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
The
financial statements required by this Item begin on Page F-14 of this Form 10-K,
and include (1) Report of Independent Registered Public Accounting Firm; (2)
Balance Sheets; (3) Statements of Operations, Statements of Cash Flows,
Statement of Stockholders’ Equity; and (4) Notes to Financial
Statements.
11
DYNAMIC
ALERT LIMITED
FINANCIAL
STATEMENTS
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
JUNE 30,
2009
|
Page
|
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
Financial
Statements:
|
|
|
Balance Sheets
|
F-3
|
|
Statements of
Operations
|
F-4
|
|
Statements of Cash
Flows
|
F-5
|
|
Statement of Stockholders’ Equity
(Deficit)
|
F-6
|
|
Notes to Financial
Statements
|
F-7
to F-10
|
F-1
Report
of Independent Registered Public Accounting Firm
Board of
Directors
Dynamic
Alert Limited
We have
audited the accompanying balance sheets of Dynamic Alert Limited as of June 30,
2009 and 2008, and the related statements of operations, stockholders’ equity
(deficit), and cash flows for the two years then ended. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentations. We believe that our
audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Dynamic Alert Limited as of June
30, 2009 and 2008 and the related statements of operations, and cash flows for
the two years ended June 30, 2009 and 2008, in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As described in Note 3, the Company has
negative working capital and a stockholders’ deficit and has losses to date of
approximately $145,000, which raise substantial doubts about its ability to
continue as a going concern. Management’s plan in regard to this matter is also
explained in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Schumacher
& Associates, Inc.
Certified
Public Accountants
7931 S.
Broadway, #314
what
Littleton, CO 80122
September
21, 2009
F-2
DYNAMIC
ALERT LIMITED
BALANCE
SHEETS
|
June
30, 2009
|
June
30, 2008
|
|||
|
ASSETS
|
||||
|
Current
|
||||
|
Cash
|
$
|
170
|
$
|
26,903
|
|
Prepaid
expenses
|
679
|
416
|
||
|
Total
Current Assets
|
849
|
27,319
|
||
|
|
||||
|
Computer
Equipment, net of depreciation $2,879
|
823
|
2,056
|
||
|
Website
Development,
|
-
|
386
|
||
|
TOTAL
ASSETS
|
$
|
1,672
|
$
|
29,761
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||
|
LIABILITIES
|
||||
|
Current
|
||||
|
Accounts
payable
|
$
|
5,803
|
$
|
1,207
|
|
Accrued
liabilities
|
9,000
|
6,500
|
||
|
Total
Current Liabilities
|
14,803
|
7,707
|
||
|
STOCKHOLDERS’
EQUITY (DEFICIT)
|
||||
|
Capital
Stock
|
||||
|
Authorized:
|
||||
|
10,000,000
preferred shares, par value $0.001 per share
250,000,000
common shares, par value $0.001 per share
|
||||
|
Issued
and outstanding:
|
||||
|
80,000,000
common shares as at June 30, 2009 and June 30, 2008
|
80,000
|
80,000
|
||
|
Additional
paid-in capital
|
45,585
|
45,000
|
||
|
Accumulated
comprehensive income
|
6,153
|
6,235
|
||
|
Accumulated
Deficit
|
(144,869)
|
(109,181)
|
||
|
Total
Stockholders’ Equity (Deficit)
|
(13,131)
|
22,054
|
||
|
TOTAL
LIABILITIES AND STOCKERHOLDERS’ EQUITY (DEFICIT)
|
$
|
1,672
|
$
|
29,761
|
The
accompanying notes are an integral part of these statements.
F-3
DYNAMIC
ALERT LIMITED
STATEMENTS OF
OPERATIONS
|
Year
Ended
June
30,
2009
|
Year
Ended
June
30,
2008
|
|||
|
Revenue
|
$
|
3,120
|
$
|
38,017
|
|
Cost
of Goods Sold
|
585
|
28,700
|
||
|
2,535
|
9,317
|
|||
|
Expenses
|
||||
|
Depreciation
and amortization
|
1,471
|
3,611
|
||
|
Marketing
and travel
|
-
|
23,567
|
||
|
Office
and administration
|
5,522
|
10,528
|
||
|
Professional
fees
|
28,009
|
23,978
|
||
|
Training
and consulting
|
3,072
|
6,919
|
||
|
38,074
|
68,603
|
|||
|
Net
Loss From Operations
|
(35,539)
|
(59,286)
|
||
|
Other
Income and Expenses
|
||||
|
Gain
(loss) on disposal of assets
|
(149)
|
244
|
||
|
Interest
income
|
-
|
668
|
||
|
(149)
|
912
|
|||
|
Net
Loss For The Period
|
$
|
(35,688)
|
$
|
(58,374)
|
|
Basic
And Diluted Loss Per Share
|
$
|
Nil
|
$
|
Nil
|
|
Weighted
Average Number of Shares Outstanding
|
80,000,000
|
144,000,000
|
The
accompanying notes are an integral part of these statements.
F-4
DYNAMIC
ALERT LIMITED
STATEMENTS OF CASH
FLOWS
|
Year
ended
June
30, 2009
|
Year
ended
June
30, 2008
|
|||
|
Cash
Flows from Operating Activities
|
||||
|
Net
loss for the period
|
$
|
(35,688)
|
$
|
(58,374)
|
|
Adjustments
to Reconcile Net Loss to Net Cash Provided by (Used in) Operating
Activities
|
||||
|
Depreciation
and amortization
|
1,471
|
3,611
|
||
|
(Gain)
loss on disposition of assets
|
149
|
(243)
|
||
|
(Increase)
in prepaid expenses
|
(263)
|
(416)
|
||
|
Increase
(decrease) in accounts payable and accrued liabilities
|
7,096
|
(225)
|
||
|
Net
Cash (Used in) Operating Activities
|
(27,235)
|
(55,647)
|
||
|
Cash
Flows from Investing Activities
|
||||
|
Additions
to capital assets
|
-
|
(9,829)
|
||
|
Disposal
of capital assets
|
-
|
13,500
|
||
|
Investment
in note receivable
|
-
|
42,665
|
||
|
Net
Cash Provided by Investing Activities
|
-
|
46,336
|
||
|
Cash
Flows From Financing Activities
|
||||
|
Increase
in additional paid-in capital
|
585
|
-
|
||
|
Foreign
currency translation adjustment
|
(83)
|
1,723
|
||
|
Net
Cash Provided by Financing Activities
|
502
|
1,723
|
||
|
(Decrease)
in Cash during the Period
|
(26,733)
|
(7,588)
|
||
|
Cash,
Beginning Of Period
|
26,903
|
34,491
|
||
|
Cash,
End Of Period
|
$
|
170
|
$
|
26,903
|
|
Supplemental
Disclosure Of Cash Flow Information
|
||||
|
Cash
paid for:
|
||||
|
Interest
|
$
|
-
|
$
|
-
|
|
Income
taxes
|
$
|
-
|
$
|
-
|
The
accompanying notes are an integral part of these statements.
F-5
DYNAMIC
ALERT LIMITED
STATEMENT OF STOCKHOLDERS’
EQUITY (DEFICIT)
JUNE
30, 2009
|
CAPITAL
STOCK
|
ACCUMULATED
|
||||||||||||||||
|
ADDITIONAL
|
COMPRE-
|
||||||||||||||||
|
PREFERRED
|
COMMON
|
PAID-IN
|
ACCUMULATED
|
HENSIVE
|
|||||||||||||
|
SHARES
|
AMOUNT
|
SHARES
|
AMOUNT
|
CAPITAL
|
DEFICIT
|
INCOME
(LOSS)
|
TOTAL
|
||||||||||
|
Balance,
June 30, 2007
|
-
|
$
|
-
|
176,000,000
|
$
|
125,000
|
$
|
-
|
$
|
(50,807)
|
$
|
4,512
|
$
|
78,705
|
|||
|
March
16, 2008 – Shares returned to treasury
|
-
|
-
|
(96,000,000)
|
(45,000)
|
45,000
|
-
|
-
|
|
-
|
||||||||
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
1,723
|
|
1,723
|
||||||||
|
Net
loss for the year
|
-
|
-
|
-
|
-
|
-
|
(58,374)
|
-
|
|
(58,374)
|
||||||||
|
Balance
June 30, 2008
|
-
|
-
|
80,000,000
|
80,000
|
45,000
|
(109,181)
|
6,235
|
|
22,054
|
||||||||
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
(82)
|
|
(82)
|
||||||||
|
Increase
in additional paid-in capital
|
-
|
-
|
-
|
-
|
585
|
-
|
-
|
585
|
|||||||||
|
Net
loss for the year
|
-
|
-
|
-
|
-
|
-
|
(35,688)
|
-
|
|
(35,688)
|
||||||||
|
Balance,
June 30, 2009
|
-
|
$
|
-
|
80,000,000
|
$
|
80,000
|
$
|
45,585
|
$
|
(144,869)
|
$
|
6,153
|
$
|
|
(13,131)
|
||
The
accompanying notes are an integral part of these statements.
F-6
DYNAMIC
ALERT LIMITED
NOTES TO FINANCIAL
STATEMENTS
JUNE
30, 2009
|
1.
|
NATURE
AND CONTINUENCE OF OPERATIONS
|
|
|
a)
|
Organization
|
The
Company was incorporated in the State of Nevada, United States of America, on
June 17, 2004. The Company’s year-end is June 30.
|
|
b)
|
Nature
of Operations
|
The
Company provides customers with security professionals who will provide personal
protection as needed, as well as selling a selection of personal security
products.
|
2.
|
SIGNIFICANT
ACCOUNTING POLICIES
|
This
summary of significant accounting policies is presented to assist in
understanding the Company’s financial statements. The financial
statements and notes are representations of the Company’s management who is
responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles in the United
States of America and have been consistently applied in the preparation of the
financial statements. The financial statements are stated in United
States of America dollars.
|
|
a)
|
Income
Taxes
|
The
Company uses the asset and liability method of accounting of income
taxes. Under the asset and liability method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statements carrying amounts of
existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
|
|
b)
|
Basic
and Diluted Loss per Share
|
Basic
loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares
outstanding. Diluted loss per common share is computed similar to
basic loss per common share except that the denominator is increased to include
the number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. At June 30, 2009, the Company had no stock equivalents that
were anti-dilutive and excluded in the earnings per share
computation.
|
|
c)
|
Estimated
Fair Value of Financial Instruments
|
The
carrying value of the Company’s financial instruments, consisting of cash,
prepaid expenses, accounts payable and accrued liabilities approximate their
fair value due to the short-term maturity of such instruments. Unless
otherwise noted, it is management’s opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these financial
statements.
|
|
d)
|
Revenue
Recognition
|
The
company has had minimal revenue to date. It is the Company’s policy that
revenues are recognized when persuasive evidence of an arrangement exists,
delivery has occurred (or service has been performed), the sales price is fixed
and determinable and collectability is reasonably assured.
|
|
e)
|
Foreign
Currency Translations
|
The
Company uses the Canadian dollar and the U.S. dollar as its functional currency.
The Company’s reporting currency is the U.S. dollar. All transactions
initiated in other currencies are re-measured into the functional currency as
follows:
Monetary
assets and liabilities at the rate of exchange in effect at the balance sheet
date,
i) Monetary
assets and liabilities at the rate of exchange in effect at the balance sheet
date:
ii) Non-monetary
assets and liabilities, and equity at historical rates, and
iii) Revenue
and expense items at the average rate of exchange prevailing during the
period.
Gains and
losses on re-measurement are included in determining net income for the
period
Translation
of balances from the functional currency into the reporting currency is
conducted as follows:
Assets
and liabilities at the rate of exchange in effect at the balance sheet
date,
i) Assets
and liabilities at the rate of exchange in effect at the balance sheet
date;
ii) Equity
at historical rates, and
F-7
iii) Revenue
and expense items at the average rate of exchange prevailing during the
period.
Translation
adjustments resulting from translation of balances from functional to reporting
currency are accumulated as a separate component of shareholders’ equity as a
component of comprehensive income or loss.
|
|
f)
|
Use
of Estimates
|
The
preparation of the Company’s financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in these financial statements and
accompanying notes. Actual results could differ from those
estimates.
|
|
g)
|
Cash
and Cash Equivalents
|
The
Company considers all highly liquid debt instruments with an original maturity
of three months or less to be cash equivalents.
|
|
h)
|
Computer
Equipment
|
Property
and equipment are recorded at cost and depreciated over their estimated useful
lives. The Company uses the straight-line method of
depreciation.
A summary
of the estimated useful lives follows:
Computer
equipment 3
years
Expenditures
for maintenance and repairs which do not materially extend the useful lives of
property and equipment are charged to earnings. When property or
equipment is sold or otherwise disposed of, the cost and related accumulated
depreciation are removed from the respective accounts with the resulting gain or
loss reflected in earning.
|
|
i)
|
Website
Development Costs
|
Website
development costs representing capitalized costs of design, configuration,
coding, installation and testing of the Company’s website are capitalized until
initial implementation. Upon implementation, the asset is amortized
to expense over its estimated useful life of three years using the straight-line
method. Amortization expense for the years ended June 30, 2009 and
2008 was $237 and $317, respectively. The website was not
renewed during the year ended June 30, 2009 resulting in a loss on disposition
of assets of $149.
|
|
j)
|
Advertising
|
|
|
The
Company expenses the cost of advertising when
incurred. Advertising expenses are included with marketing and
travel in the accompanying statements of
operations.
|
|
|
k)
|
Concentrations
|
Financial
instruments that potentially subject the company to concentrations of credit
risk consist principally of cash and cash equivalents. At June 30,
2009, the Company had $170 US Funds in deposit in a business bank account which
is not insured by agencies of the U.S. Government.
F-8
DYNAMIC
ALERT LIMITED
NOTES TO FINANCIAL
STATEMENTS
JUNE
30, 2009
|
|
l)
|
Recent
Accounting Pronouncements
|
There
were various accounting standards and interpretations issued during 2009 and
2008, none of which are expected to have a material impact on the Company's
financial position, operations or cash flows.
m) Reclassification
Certain
amounts previously reported have been reclassified to conform to current
presentation.
|
|
n)
|
Other
|
The
Company consists of one reportable business segment.
The Company paid no dividends during
the periods presented.
|
3.
|
BASIS
OF PRESENTATION – GOING CONCERN
|
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, which
contemplates continuation of the Company as a going concern. However,
the Company has negative working capital and a stockholders’ deficit and has
losses to date of approximately $145,000. These matters raise
substantial doubt about the Company’s ability to continue as a going
concern. In view of these matters, realization of certain of the
assets in the accompanying balance sheet is dependent upon the Company’s ability
to meet its financing requirements, raise additional capital, and the success of
its future operations. The Company is seeking additional means of
financing to fund its business plan. There is no assurance that the
Company will be successful in raising sufficient funds to assure the eventual
profitability of the Company. Management believes that actions
planned and presently being taken to revise the Company’s operating and
financial requirements provide the opportunity for the Company to continue as a
going concern. The financial statements do not include any adjustments that
might result from these uncertainties.
|
4.
|
EQUITY
|
The
Company’s authorized preferred stock consists of 10,000,000 shares with a par
value of $.001 per share. There were no issued and outstanding
preferred shares as of June 30, 2009.
The
Company’s authorized common stock consists of 250,000,000 shares with a par
value of $0.001 per share. At June 30, 2009, there were 80,000,000 shares of
common stock issued and outstanding.
On
February 28, 2008, the Board of Directors authorized a 40 for 1 stock split of
the Company’s $0.001 par value common stock. As a result of the
split, 171,600,000 additional shares were issued and capital and additional
paid-in capital were adjusted accordingly. All references in the
accompanying financial statements to the number of common shares and per share
amounts have been retroactively adjusted to reflect the stock
split.
On March
16, 2008, the President of the Company returned 96,000,000 post forward-split
shares to the Company for no consideration.
|
5.
|
INCOME
TAXES
|
The
Company is subject to foreign and domestic income taxes. The Company
has had losses to date, and therefore has paid no income tax.
Deferred
income taxes arise from temporary timing differences in the recognition of
income and expenses for financial reporting and tax purposes. The Company’s
deferred tax assets consist entirely of the benefit from net operating loss
(NOL) carry-forwards. The net operating loss carry forwards expire in
various years through 2027. The Company’s deferred tax assets are
offset by a valuation allowance due to the uncertainty of the realization of the
net operating loss carry-forwards. Net operating loss carry-forwards
may be further limited by a change in company ownership and other provisions of
the tax laws.
F-9
The
Company’s deferred tax assets, valuation allowance, and change in valuation
allowance are as follows:
|
Period
Ending
|
Estimated
NOL Carry-forward
|
NOL
Expires
|
Estimated
Tax Benefit from NOL
|
Valuation
Allowance
|
Change
in Valuation Allowance
|
Net
Tax Benefit
|
|
June
30, 2008
|
109,181
|
Various
|
27,295
|
(27,295)
|
(14,593)
|
-
|
|
June
30, 2009
|
144,869
|
Various
|
36,217
|
(36,217)
|
(8,922)
|
-
|
Income
taxes at the statutory rate are reconciled to the Company’s actual income taxes
as follows:
|
Income
tax benefit at statutory rate resulting from net operating
loss
carry forward
|
(25%)
|
|
|
Deferred
income tax valuation allowance
|
25%
|
|
|
Actual
tax rate
|
0%
|
|
6.
|
RELATED
PARTY TRANSACTIONS
|
The
Company uses the offices of its President for its minimal office facility needs
for no consideration. No provision for these costs has been provided
since it has been determined that they are immaterial.
|
7.
|
SUBSEQUENT
EVENTS
|
On July
10, 2009, the Company sold fixed assets with a net book value of $822 for cash
of $1,200, resulting in a gain on sale of $378.
F-10
|
ITEM
8.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
None.
ITEM
8A. Controls
and procedures
Evaluation of disclosure controls and
procedures.
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the U.S.
Securities and Exchange Commission rules and forms, and that such information is
accumulated and communicated to our management as appropriate, to allow timely
decisions regarding required disclosure.
An
evaluation was performed under the supervision and with the participation of our
management, including the chief executive officer and the chief financial
officer, of the effectiveness of the design and operation of our disclosure
procedures. Based on management's evaluation as of the end of the
period covered by this Annual Report, our principal executive officer and chief
financial officer have concluded that our disclosure controls and procedures (as
defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) were sufficiently effective to ensure
that the information required to be disclosed by us in the reports that we file
under the Exchange Act is gathered, analyzed and disclosed with adequate
timeliness, accuracy and completeness.
Management’s Annual Report on
Internal Control over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act). Our internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives. Furthermore, smaller reporting companies face additional
limitations. Smaller reporting companies employ fewer individuals and find
it difficult to properly segregate duties. Smaller reporting companies
tend to utilize general accounting software packages that lack a rigorous set of
software controls.
Our
management, with the participation of the President, evaluated the effectiveness
of the Company’s internal control over financial reporting as of June 30,
2009. In making this assessment, our management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control — Integrated Framework. Based on that
evaluation, our management concluded that, as of June 30, 2009, our internal
control over financial reporting was not effective due to material weaknesses in
the system of internal control. Specifically, management identified the
following control deficiency. The Company has installed accounting
software that does not prevent erroneous or unauthorized changes to previous
reporting periods and does not provide an adequate audit trail of entries made
in the accounting software.
Accordingly,
while the Company has identified certain material weaknesses in its system of
internal control over financial reporting, it believes that it has taken
reasonable steps to ascertain that the financial information contained in this
report is in accordance with generally accepted accounting principles.
Management has determined that current resources would be appropriately applied
elsewhere and when resources permit, they will alleviate material weaknesses
through various steps.
This
Annual Report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this Annual Report.
22
Changes
in internal controls
There
have been no changes in our internal control over financial reporting identified
in connection with the evaluation described above that occurred during our last
fiscal quarter that has materially affected, or is reasonable likely to
materially affect, our internal control over financial reporting.
ITEM
8B. Other
Information
None
PART
III
|
ITEM
9.
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT
|
Directors
and Executive Officers
The
following table sets forth the names, ages and positions of our current
directors and executive officers:
Name Age Offices
Held
David R.
Robinson 59 Chairman
of the Board, CEO
Donald
Cameron 52 Director,
President, Secretary, Treasurer
David
R. Robinson, Chairman of the Board, CEO
David
Russell Robinson, age 46, has spent the past 23 years working in both the
investment and upstream petroleum businesses, and has been involved with major
international petroleum projects ranging from the Sudan to Egypt to Kazakhstan,
and elsewhere. He is currently the President and Chief Executive Officer,
as well as a director, of TSX Venture Exchange-listed Benchmark Energy
Corporation since his appointments to such positions in January 2007, and from
May 2005 to March 2006, he was Chief Executive Officer of AIM-listed Forum
Energy PLC which is active in the Philippines. He is also a director of
privately-held RadCan Energy Services Inc., of Calgary, Alberta. Mr. Robinson
has a BSc (Geology) from the University of British Columbia, and an MBA from
Queen’s University.
Donald
Cameron, Director, President, Secretary and Treasurer
Mr.
Cameron, age 52, has been engaged for the past twenty-five years as a senior
executive involved in business development of companies in the oil and gas
industry. From approximately May 2007 to current date, Mr. Cameron was the
President/Chief Executive Officer of a private oil and gas company. Mr. Cameron
had also been the chief executive officer of Sky Petroleum from approximately
March 2005 through 2006. Mr. Cameron was also the president/chief executive
officer of Camton Exploration Inc., a private oil and gas company, from
approximately 2005 through May 2007. Previously, Mr. Cameron had been the vice
president of development for the Calgary based oil and gas firm Yangarra
Resources, Inc., where he had specialized in mergers, acquisitions and
investment strategies. Among his prior achievements, Mr. Cameron was former
senior vice president of development for Nova Scotia based Sobey's, a national
conglomerate with annual sales in excess of $10 billion. In this senior
position, Mr. Cameron was a key member of the leadership team responsible for
profit and loss and achieving targets set for increased profitability and
efficiency of diverse businesses. During this period, Mr. Cameron successfully
spearheaded a three-year capital and business development plan valued at $350
million. Mr. Cameron previously served as a director of Calgary based oil and
gas firms Entrada Energy Inc. and TriOil Ltd. Mr. Cameron holds a Bachelor of
Arts degree in Economics and Business from Queen's University, Kingston,
Ontario, Canada.
Significant
Employees
None.
Family
Relationships
23
None.
Involvement
in Certain Legal Proceedings
None.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities and Exchange Act of 1934 requires any person who is a
director or executive officer or who beneficially holds more than ten percent
(10%) of any class of our securities which have been registered with the
Securities and Exchange Commission, to file reports of initial ownership and
changes in ownership with the Securities and Exchange
Commission. These persons are also required under the regulations of
the Securities and Exchange Commission to furnish us with copies of all Section
16(a) reports they file.
To our
knowledge, based solely on our review of the copies of the Section 16(a) reports
furnished to us and a review of our shareholders of record for the fiscal year
ended June 30, 2009, there were no filing delinquencies.
Code
of Ethics
We have
not yet prepared a written code of ethics and employment
standards. We have only recently commenced operations. We
expect to implement a Code of Ethics during the current fiscal
year.
Corporate
Governance; Audit Committee Financial Expert
We
currently do not have an audit committee financial expert or an independent
audit committee expert due to the fact that our Board of Directors currently
does not have an independent audit committee. Our Board of Directors
currently has only one (1) independent member, and thus, does not have the
ability to create a proper independent audit committee.
ITEM
10 EXECUTIVE
COMPENSATION.
Our
executive officers have not received any compensation since the date of our
incorporation, and we did not accrue any compensation. There are no
securities authorized for issuance under any equity compensation plan, or any
options, warrants, or rights to purchase our common stock.
Compensation
of Directors
We do not
compensate our directors for their time spent on our behalf, but they are
entitled to receive reimbursement for all out of pocket expenses incurred for
attendance at our Board of Directors meetings.
Pension
and Retirement Plans
Currently,
we do not offer any annuity, pension or retirement benefits to be paid to any of
our officers, directors or employees, in the event of
retirement. There are also no compensatory plans or arrangements with
respect to any individual named above which results or will result from the
resignation, retirement or any other termination of employment with us, or from
a change in our control.
Employment
Agreements
We do not
have written employment agreements.
Audit
Committee
Presently,
our Board of Directors is performing the duties that would normally be performed
by an audit committee. We intend to form a separate audit committee,
and plan to seek potential independent directors. In connection with
our search, we plan to appoint an individual qualified as an audit committee
financial expert.
24
|
ITEM
11.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
The
following table sets forth certain information, as of July 31, 2009, with
respect to any person (including any “group”, as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) who is known us to be the beneficial owner of more than five percent (5%)
of any class of our voting securities, and as to those shares of our equity
securities beneficially owned by each of our directors, our executive officers
and all of our directors and executive officers and all of our directors and
executive officers as a group. Unless otherwise specified in the
table below, such information, other than information with respect to our
directors and officers, is based on a review of statements filed, with the
Securities and Exchange commission (the “Commission”) pursuant to Sections 13
(d), 13 (f), and 13 (g) of the Exchange Act with respect to our Common
Stock. As of September 23, 2009, there were 80,000,000 shares of
Common Stock outstanding.
The
number of shares of Common Stock beneficially owned by each person is determined
under the rules of the Commission and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any shares as to which such person has sole
or shared voting power or investment power and also any shares which the
individual has the right to acquire within sixty (60) days after the date
hereof, through the exercise of any stock option, warrant or other
right. Unless otherwise indicated, each person has sole investment
and voting power (or shares such power with his or her spouse) with respect to
the shares set forth in the following table. The inclusion herein of
any shares deemed beneficially owned does not constitute an admission of
beneficial ownership of those shares.
The table
also shows the number of shares beneficially owned as of July 31, 2008, by each
of the individual directors and executive officers and by all directors and
executive officers as a group.
|
Title
of Class
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of
Class1
|
|
Common
|
David
R. Robinson
Chairman
of the Board, CEO
1113
Laval Ave S.W.
Calgary,
Alberta Canada T2T 1L2
|
-0-
|
0%
|
|
Common
|
Donald
Cameron
Director,
President, Secretary, Treasurer
943-38th
Ave N.W.
Calgary,
Alberta Canada T2T 2J3
|
44,000,000
|
55%
|
|
Common
|
Significant
shareholders, directors and officers as a group (3)
|
44,000,000
|
55%
|
(1)
Percent of Ownership is calculated in accordance with the Securities and
Exchange Commission’s Rule 13(d) – 13(d)(1)
|
ITEM
12.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
Other
than the stock transactions disclosed below, we have not entered into any
transactions in which any of our directors, executive officers, or affiliates,
including any member of an immediate family, had or are to have a direct or
indirect material interest.
We have
not sold any securities within the past three (3) years without registering the
securities under the Securities Act of 1933.
25
ITEM
13. EXHIBITS
Exhibit Index
3.1 Articles
of Incorporation*
3.2 By-laws*
31.1 Section
302 Certification – Chief Executive Officer
31.2 Section
302 Certification – Chief Financial Officer
|
32.1
|
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 – Chief Executive
Officer.
|
|
32.2
|
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 – Chief Financial
Officer.
|
*Incorporated
by reference to our SB2 Registration Statement, file number 333-119566, filed on October 30,
2006.
TEM
14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES
Audit
Fees.
The
aggregate fees billed by our auditor, Schumacher & Associates, Inc., during
the years ended June 30, 2009 and 2008, for professional services rendered for
the audit of our annual financial statements and for the reviews of the
financial statements included in our Quarterly Reports on Form 10-QSB during
that fiscal year was $10,050 and $8,250, respectively.
Audit
Related Fees.
We
incurred nil to auditors for audit related fees during the fiscal years ended
June 30, 2008 and 2007.
Tax
Fees.
We
incurred nil fees to auditors for tax compliance, tax advice or tax compliance
services during the fiscal years ended June 30, 2009 and 2008.
All
Other Fees.
We did
not incur any other fees billed by auditors for services rendered to us other
than the services covered in "Audit Fees" for the fiscal years ended June 30,
2009 and 2008.
The Board
of Directors has considered whether the provision of non-audit services is
compatible with maintaining the principal accountant's
independence.
Since
there is no audit committee, there are no audit committee pre-approval policies
and procedures.
26
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on this 8th day
of October, 2009.
DYNAMIC
ALERT LIMITED
Date:
October 8,
2009 By:
/s/
David Robinson
Name:
David Robinson
Title:
Chairman of the Board/Chief Executive Officer, principal executive
officer
Date:
October 8,
2009 By:
/s/
Donald Cameron
Name:
Donald Cameron
Title:
Secretary, Treasurer, principal financial officer and principal accounting
officer
27