Mail Stop 3561
August 11, 2005
Audrey Reich, President
Dynamic Alert Limited
45563 RPO Sunnyside
Surrey, B.C. V4A 9N3
RE: Dynamic Alert Limited ("the company")
Amendment No. 3 to Registration Statement on
Form SB-2
Filed June 27, 2005
File No. 333-119566
Dear Ms. Reich:
We have reviewed your amended filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing. We look
forward to working with you in these respects. We welcome any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please note in all future amended filings, ensure that the red-
lined copy is accurately marked to show the changes from the
previous
filing.
Audrey Reich
Dynamic Alert Limited
August 11, 2005
Page 2
Risk Factors, page 5
2. In our 4th comment in the staff`s letter dated March 21, 2005,
we
had requested a correction to your risk factor 5. It appears you
have deleted this risk factor. Please reinsert this risk factor
in
light of its apparent importance, "if Dynamic fails to sell the
entire offering, it may never commence operations and your
investment
would be lost."
Offering, page 5
3. This registration statement relates to an offering of common
stock
by the Company as a means to raise capital. It is unclear why the
following disclosure is inserted in the second paragraph which
states
that "no officers, directors or shareholders own any of the shares
being offered." Please advise.
Item 3- The Company, page 4
4. We note the company intends to get into a certain line of
business. However, according to the filing "Dynamic will require
$19,000 in order to begin operations. We further note under "Use
of
Proceeds", the company`s plans in the event it raises only $9,000
(10%). In the last paragraph of the section, "The Company", it
states "in the event that we raise only a nominal amount of money
from this offering, such as $2,500 or less, we will endeavor to
proceed with our plan of operations..." Please reconcile and
provide a detailed, specific business plan, including the day-to-
day
operations.
5. Further, discuss the same concern if the Company fails to raise
an
additional $20,000 to remain operational for the next twelve
months.
Clearly discuss your business and your day-to-day operations if
you
do not raise the $39,000. Upon receipt of your response, we may
have
further comment.
6. Please disclose if there is a dollar cap that the founders and
directors are willing to contribute to the company.
Audrey Reich
Dynamic Alert Limited
August 11, 2005
Page 3
Item 4- Use of Proceeds, page 8
7. We note in the second risk factor that management does not have
any specific, direct experience in operating a personal security
business. Please explain why in your use of proceeds table that
training and consulting is not listed as a high priority
expenditure.
Also, consider and briefly explain how you would accomplish the
other
tasks listed in the table, given this lack of experience.
8. Please disclose if the company has had any discussions,
agreements, or understandings with any consultants or experts in
the
personal security field.
9. Here or elsewhere in an appropriate section of the prospectus,
please discuss in some detail the types of products that will make
up
the company`s inventory.
10. Please expand the disclosure addressing if Dynamic raises less
than 10% of the total offering. Tell us more specifically how the
company will allocate the proceeds to the categories of Legal and
accounting, Travel and marketing, and Website development as noted
in
the paragraph following the table on page 8. We may have further
comment.
Item 8- Plan of Distribution, page 10
11. Please revise the disclosure on the cover page so that it is
consistent with that in the plan of distribution section. For
example," we will keep the offering open until we sell all of the
shares registered, or November 30, 2005, which ever occurs first."
Government Controls and Approvals, page 15
12. We reiterate our comment under this heading in the staff`s
March
21, 2005 letter. Please address the requirements or standards of
the
Labor Standards, and Occupational Health and Safety as they would
directly affect the operations of the company.
Audrey Reich
Dynamic Alert Limited
August 11, 2005
Page 4
Research and Development Activities and Costs, page 16
13. With respect to our previous comment under this heading, we do
not understand the meaning of the last sentence of paragraph one.
Please revise to adequately explain the basis for management`s
belief
that "the niche market targeted by Dynamic is presently under
serviced..."
14. The second paragraph should be revised to refer to the
effectiveness of the registration statement.
Employees, page 16
15. We reiterate our previous comment under this heading. Please
revise to adequate explain who and how the services will be
provided
to prospective clients given the fact that apparently only one
person, Mr. Hawkings, will be responsible for "performing any
private
and personal security services as well as directing operations for
the security of special events." We also note that the company
has
no plans to hire any employees within the first year of
operations.
Expenditures, page 19
16. Please revise to explain "[W]e intend to outsource product
manufacturers to provide the necessary training for the safe use
of
their products." as noted under the sub-heading "Training and
Consulting". We may have further comment.
General
17. Please update the information throughout the prospectus to the
latest date practicable.
18. Please note the updating requirements pursuant to Item 310(g)
of
Regulation S-B.
19. Also, a currently dated consent of the independent accountants
should be included in the next amendment to be filed
Audrey Reich
Dynamic Alert Limited
August 11, 2005
Page 5
Exhibit Section
Stock Subscription Agreement
20. With respect to the Stock Subscription Agreement Section 2, it
states" if the offering is consummated for any reason, the
subscription payment will be returned, in full, as soon as
practicable following termination of the offering or date of
rejection. Please revise the disclosure to state will return
promptly. We note that this is a best-efforts no minimum offering
and the company will have immediate access to the funds. Please
explain the following disclosure "if the offering is not
consummated
for any reason" your funds will be returned, in full as soon as
practicable.
Closing Comments
As appropriate, please amend your registration statement in
response
to these comments. You may wish to provide us with marked copies
of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provide any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We will consider a written request for acceleration of the
effective
date of the registration statement as a confirmation of the fact
that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
Audrey Reich
Dynamic Alert Limited
August 11, 2005
Page 6
Please contact David Burton at (202) 551-3626 with any questions
regarding accounting issues and you may contact Janice McGuirk at
(202) 551-3395 with any other questions.
Sincerely,
John Reynolds
Assistant Director
CC: W. Scott Lawler, Esq.
(403) 272-3620 via fax