| UNITED STATES | ||||
| 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 September 30, 2008 | ||||
| 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 Number333-119566 DYNAMIC ALERT LIMITED (Exact name of registrant as specified in its charter) |
| Nevada | 98-0430746 | |
| State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization | Identification No.) |
| 2950 East Ranchero Drive, Palm Springs, CA 92262 (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (780) 668-7664
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. YesXNo ___
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No X
Number of shares outstanding of the registrant’s class of common stock as of November 14, 2008: 80,000,000
Authorized share capital of the registrant: 250,000,000 common shares, and10,000,000 preferred shares, par value of $0.001
The Company recognized $nil in revenue for the quarter ended September 30, 2008.
Transitional Small Business Disclosure Format: Yes ___ No X
| PART I - FINANCIAL INFORMATION |
| ITEM 1.FINANCIAL STATEMENTS |
| DYNAMIC ALERT LIMITED INTERIM FINANCIAL STATEMENTS September 30, 2008 |
| Page | ||
| Financial Statements: | ||
| Balance Sheets | F-2 | |
| Interim Statements of Operations | F-3 | |
| Interim Statements of Cash Flows | F-4 | |
| Interim Statement of Stockholders’ Equity | F-5 | |
| Notes to Interim Financial Statements | F-6 to F-7 |
F-1
| DYNAMIC ALERT LIMITED | ||||||
| BALANCE SHEETS | ||||||
| September 30, 2008 | June 30,2008 | |||||
| (Unaudited) | (See Note 1) | |||||
| ASSETS | ||||||
| Current | ||||||
| Cash | $16,199 | $ 26,903 | ||||
| Prepaid expenses | 291 | 416 | ||||
| Total Current Assets | 16,490 | 27,319 | ||||
| Computer Equipment costs, net of depreciation $1,953 | 1,748 | 2,056 | ||||
| Website Development costs, net of amortization of $643 | 307 | 386 | ||||
| TOTAL ASSETS | $18,545 | $ 29,761 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| LIABILITIES | ||||||
| Current | ||||||
| Accounts payable | $4,751 | $ 1,207 | ||||
| Accrued liabilities | 5,350 | 6,500 | ||||
| Total Current Liabilities | 10,101 | 7,707 | ||||
| STOCKHOLDERS’ EQUITY | ||||||
| Capital Stock | ||||||
| Authorized: | ||||||
| 250,000,000 common shares, par value $0.001 per share | ||||||
| 10,000,000 preferred shares, par value $0.001 per share | ||||||
| Issued and outstanding: | ||||||
| 80,000,000 common shares | 80,000 | 80,000 | ||||
| Additional paid-in capital | 45,000 | 45,000 | ||||
| Accumulated comprehensive income | 6,216 | 6,235 | ||||
| Accumulated (Deficit) | (122,772) | (109,181) | ||||
| Total Stockholders’ Equity | 8,444 | 22,054 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $18,545 | $ 29,761 | ||||
| The accompanying notes are an integral part of these statements. |
F-2
| DYNAMIC ALERT LIMITED | ||||
| INTERIM STATEMENTS OF OPERATIONS | ||||
| (Unaudited) | ||||
| Three-month | Three-month | |||
| period ending | Period ending | |||
| September 30, 2008 | September 30, 2007 | |||
| Revenue | $ - | $ 599 | ||
| Cost of Goods Sold | - | - | ||
| - | 599 | |||
| Expenses | ||||
| Depreciation and amortization | 388 | 682 | ||
| Office and administration | 4,066 | 3,494 | ||
| Professional Fees | 9,137 | 10,785 | ||
| 13,591 | 14,961 | |||
| Net Loss From Operations | (13,591) | (14,362) | ||
| Other Income and Expenses | ||||
| Interest income | - | 668 | ||
| - | 668 | |||
| Net Loss For The Period | $ (13,591) | $ (13,694) | ||
| Basic And Diluted Loss Per | ||||
| Share | $ Nil | $ Nil | ||
| Weighted Average Number of | ||||
| Shares Outstanding | 80,000,000 | 176,000,000 | ||
The accompanying notes are an integral part of these statements.
F-3
DYNAMIC ALERT LIMITED
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
| Three-month | Three-month | |||
| period ending | period ending | |||
| September 30, | September 30, | |||
| 2008 | 2007 | |||
| Cash Flows from Operating Activities | ||||
| Net loss for the period | $ (13,591) | $ (13,694) | ||
| Adjustments to Reconcile Net Loss to | ||||
| Net Cash Provided by (Used in) | ||||
| Operating Activities | ||||
| Prepaid expenses | 125 | - | ||
| �� Depreciation and amortization | 387 | 682 | ||
| Accounts payable and accrued | 2,394 | 398 | ||
| liabilities | ||||
| Net Cash (Used in) Operating | ||||
| Activities | (10,685) | (12,614) | ||
| Cash Flows from Investing Activities | ||||
| Investment in note receivable | - | 42,665 | ||
| Net Cash Provided by (Used in) | ||||
| Investing Activities | - | 42,665 | ||
| Cash Flows From Financing Activities | ||||
| Foreign currency translation | ||||
| adjustment | (19) | 2,161 | ||
| Net Cash Provided by (Used in) | ||||
| Financing Activities | (19) | 2,161 | ||
| Increase (Decrease) in Cash during the | ||||
| Period | (10,704) | 32,212 | ||
| Cash, Beginning Of Period | 26,903 | 34,491 | ||
| Cash, End Of Period | $ 16,199 | $ 66,703 | ||
| Supplemental Disclosure Of Cash Flow | ||||
| Information | ||||
| Cash paid for: | ||||
| Interest | $ - | $ - | ||
| Income taxes | $ - | $ - | ||
The accompanying notes are an integral part of these statements.
F-4
| DYNAMIC ALERT LIMITED | ||||||||||||||||
| STATEMENT OF STOCKHOLDERS’ EQUITY | ||||||||||||||||
| For the Period from July 1, 2007 to September 30, 2008 | ||||||||||||||||
| CAPITAL STOCK | ACCUMULATED | |||||||||||||||
| ADDITIONAL | COMPRE- | |||||||||||||||
| PREFERRED | COMMON | PAID-IN | ACCUMULATED | HENSIVE | ||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | CAPITAL | (DEFICIT) | INCOME (LOSS) | TOTAL | |||||||||
| Balance, July 1, 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 | - | - | - | - | - | - | (19) | (19) | ||||||||
| Net loss for the period | - | - | - | - | - | (13,591) | - | (13,591) | ||||||||
| Balance, September 30, | ||||||||||||||||
| 2008 | - | $ - | 80,000,000 | $ 80,000 | $ 45,000 | $ (122,772) | $ 6,216 | $ 8,444 | ||||||||
| The accompanying notes are an integral part of these statements. |
F-5
| DYNAMIC ALERT LIMITED NOTES TO INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2008 (Unaudited) |
| Note 1 Basis of Presentation |
While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows in the interim periods presented. Except as disclosed below, these interim financial statements follow the same accounting policies and methods of their application as Dynamic Alert Limited’s audited June 30, 2008 annual financial statements. It is suggested that these interim financial statements be read in conjunction with Dynamic Alert Limited’s June 30, 2008 audited financial statements.
The information as of June 30, 2008 is taken from the audited financial statements of this date.
| Note 2 Significant Accounting Policies |
| a) | Concentrations |
| Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents. At September 30, 2008, we had $15,768 U.S. funds in deposit in a business bank account and U.S. equivalent of $431 in Canadian funds in a business bank account which are not insured by agencies of the U.S. Government. | |
| Note 3 Basis of Presentation – Going Concern |
The accompanying financial statements have been prepared in conformity with GAAP in the United States of America, which contemplates our continuation as a going concern. However, we have minimal business operations to date and have losses of $122,772. These matters raise substantial doubt about our 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 our ability to meet our financing requirements, raise additional capital, and the success of our future operations. We acquired additional operating capital through equity offerings to the public to fund our business plan. There is no assurance that the equity offerings will be successful in raising sufficient funds to assure our eventual profitability. Management believes that actions planned and presently being taken to revise our operating and financial requirements provide the op portunity for us to continue as a going concern. The financial statements do not include any adjustments that might result from these uncertainties.
Note 4 Income Taxes We are subject to U.S. federal income taxes. We have had losses to date, and therefore, have 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. Our deferred tax assets consist entirely of the benefit from net operating loss (“NOL”) carryforwards. Our deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the NOL carryforwards. NOL carryforwards may be further limited by a change in company ownership and other provisions of the tax laws. Our deferred tax assets, valuation allowance and change in valuation allowance are as follows: |
F-6
| DYNAMIC ALERT LIMITED NOTES TO INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2008 (Unaudited) |
| Estimated | Estimated Tax | Change in | ||||||||||||
| NOL | NOL | Benefit from | Valuation | Valuation | Net Tax | |||||||||
| Period Ending | Carryforward | Expires | NOL | Allowance | Allowance | Benefit | ||||||||
| June 30, 2008 | 109,181 | Various | 27,295 | (27,295) | (14,593) | — | ||||||||
| September 30, 2008 | 13,591 | 2028 | 3,398 | (3,398) | (3,398) | — | ||||||||
| Income taxes at the statutory rate are reconciled to our actual income taxes as follows: | ||||||||||||||
| Income tax benefit at statutory rate resulting from NOL carryforwards | (25%) | |||||||||||||
| Deferred income tax valuation allowance | 25% | |||||||||||||
| Actual tax rate | 0% | |||||||||||||
| Note 5 | Subsequent Events. | |||||||||||||
On October 20, 2008, Dynamic Alert Limited entered into an Asset Purchase Agreement with Cannex Therapeutics LLC, a California limited liability company (“Cannex”), whereby Dynamic Alert agreed to purchase all of Cannex’s rights titles and interests in its cannabis research and development business. The assets included to be purchased includes but is not limited to Cannex’s website, client base, all hardware and software, intellectual property, billing system and all rights, properties, patents, trademarks and formulas pertaining to Cannex’s cannabis research and business. All assets to be acquired by Dynamic Alert are to be without liabilities, contingent liabilities, encumbrances or obligations. Cannex agreed that following the sale of its assets to Dynamic Alert that neither it nor its affiliates will compete in the cannabis research and development business. Under the Asset Purchase Agreement, Dynamic agreed to issue to Cannex 1 million restricted shares of its common stock as consideration for the assets of Cannex.
As a condition to the closing of the agreement with Cannex, Dynamic is to enter into management agreements with Mr. Steve W. Kubby and Dr. Robert Melamede whereby each are to be elected to the Board of Directors of Dynamic and Mr. Kubby will be named Dynamic’s President and Dr. Melamede will be appointed as Director of Research & Development.
F-7
| DYNAMIC ALERT LIMITED NOTES TO INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2008 (Unaudited) |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We incorporated as Dynamic Alert Limited (referred to herein as “we”, “us”, “our” and similar terms) on June 17, 2004, in the State of Nevada. Our principal executive offices are located at 2950 East Ranchero Drive, Palm Springs, CA 92262. Our telephone number is (780) 668-7664. Our fiscal year end is June 30.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Full Fiscal Years
Over the last two (2) years, we have continued to build a business that assists consumers with their security needs. Our goal has been to help our customers create and implement a personalized security plan. We believe that we need to enlarge our business activity. During the past quarter, the Board of Director has reviewed various opportunities that would bring additional value to the Company and in this regard the Company has appointed Richard Cowan as Director, President and CEO, in the place of Audrey Reich who has resigned. The Company plans on entering into the medical cannabis research and development industry. We plan to acquire the rights to intellectual property to develop new pharmaceutical products.
We believe our existing cash balances are not sufficient to carry our normal operations past the next three (3) months. Our short and long-term survival is dependent on funding from sales of securities as necessary or from shareholder loans, and thus, 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 required, will be available to us or on acceptable terms.
Interim Periods
We did not recognize any revenues from the sale of security products and services during the three months ending September 30, 2008. This compares with revenues from the sale of security products of $599 during the three months ended September 30, 2007.
For the three months ended September 30, 2008, operating expenses were $13,591 compared to $14,961 during the three months ended September 30, 2007. The decrease was due to a decrease in our operational activities over the prior period.
Operating expenses during the three months ended September 30, 2008 consisted of professional fees of $9,137, office and administration expenses of $4,066 and depreciation and amortization costs of $388, compared to professional fees of $10,785, office and administration cost of $3,494 and depreciation and amortization costs of $682 for the quarter ended September 30, 2007.
During the three month period ended September 30, 2008, we recognized a net loss of $13,591 compared to a net loss of $13,694 for the three month period ended September 30, 2007. The decreased loss of $103 was due to a decrease in our operational activities over the prior period as discussed above.
At September 30, 2008, we had working capital of $6,389, compared to working capital of $19,612 at June 30, 2008. At September 30, 2008 our total assets consisted of cash of $16,199, prepaid expenses of $291, capital assets of $1,748 and intangible assets of $307. This compares with total assets at June 30, 2008 consisting of cash of $26,903, prepaid expenses of $416, capital assets of $2,056 and intangible assets of $386.
At September 30, 2008, our total current liabilities increased to $10,101 from $7,707 at June 30, 2008.
| DYNAMIC ALERT LIMITED NOTES TO INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2008 (Unaudited) |
As at October 31, 2008, our net cash balance was approximately $8,802. We believe our existing cash balances are not sufficient to carry our normal operations past the next three (3) months.
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.
We did not recognized any revenues for the quarter ended September 30, 2008. Our short and long-term survival is dependent on funding from sales of securities as necessary or from shareholder loans.
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 our company or on acceptable terms.
Off-Balance Sheet Arrangements
We currently do not have any off-balance sheet arrangements.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
ITEM 4T. CONTROLS AND PROCEDURES
There have been no changes in the issuer's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 240.15d -15 that occurred during the issuer's last fiscal quarter that has materially affected, or is reasonable likely to materially affect, the issuer's internal control over financial reporting.
| PART II – OTHER INFORMATION |
| ITEM 1. LEGAL PROCEEDINGS |
| None. |
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
| DYNAMIC ALERT LIMITED NOTES TO INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2008 (Unaudited) |
| None. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
| ITEM 5. OTHER INFORMATION |
Effective September 19, 2008, the Board of Directors of Dynamic Alert Limited accepted the resignation of Audrey Reich as the Company’s President and as a member of the Company’s Board of Directors.
On September 19, 2008, the Board appointed Mr. Richard Cowan as the Company’s CEO and member of the Board of Directors. Mr. Cowan earned a Bachelor of Arts in Economics from Yale University in 1962. Mr. Cowan has been a Senior Advisor to Cannes Therapeutics, LLC, of For Bragg, California. Mr. Cowan has otherwise been retired for the past five years.
On October 22, 2008, the Board expanded the number of its members from three (3) to four (4) and elected Dr. Robert Melamede as the fourth member of the Board.
Mr Melamede earned a B.A. degree in Anatomy and Physics and an M.S. degree in Molecular Science from the Herbert H. Lehman College in 1969 and 1972 respectively. Dr. Melamede also earned a Ph.D in Molecular Science and Biochemistry from the City University of New York in 1980. From September 2001 through September 2005, Dr. Melamede was Chairman of the Biology Dept. at the University of Colorado in Colorado Springs, Colorado and since September 2001, to the present, he has been an Associate Professor at the University of Colorado.
| ITEM 6. EXHIBITS |
Pursuant to Rule 601 of Regulation S-B, the following exhibits are included herein or incorporated by reference.
| Exhibit | |
| Number | Description |
| 3.1 | Articles of Incorporation* |
| 3.2 | By-laws* |
| 31.1 | CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302 |
| 31.2 | CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302 |
| 32.1 | CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906 |
| 32.2 | CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906 |
*Incorporated by reference to our SB-2 Registration Statement, file number 333-119566, filed on October 30, 2006.
| DYNAMIC ALERT LIMITED NOTES TO INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2008 (Unaudited) |
| 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 13thday of November, 2008.
DYNAMIC ALERT LIMITED
| Date: November 13, 2008 |
| By:/s/ Richard Cowan Name: Richard Cowan Title: President/CEO, principal executive officer |
| Date: November 13, 2008 |
By:/s/ Bradley Hawkings
Name: Bradley Hawkings
Title: Chief Financial Officer, principal financial officer and principal accounting officer
