Mail Stop 3561
May 18, 2006
Audrey Reich, President
Dynamic Alert Limited
45563 RPO Sunnyside
Surrey, B.C. V4A 9N3
Re: Dynamic Alert Limited
Amendment No. 7 to Registration Statement on
Form SB-2
Filed April 21, 2006
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. We note the use of the terms, "personal security service,"
"personal security plan," "personal protection plan" and "personal
protection service." It would appear that these terms should each
be
defined in the prospectus, or it should be clarified if true, that
the terms can be used interchangeably, or otherwise for sake of
clarity, revise to refer to just one term consistently throughout
the
prospectus.
Risk Factors, page 6
2. We note the statement in risk factor one that "[w]e need to
raise
$9,000 in order to commence our operations." Please reconcile
this
statement with the disclosure in the plan of operations section on
page 20 that "[i]n the event we raise only a nominal amount of
money
from this offering such as $2,500 or less .... The day to day
operations would be limited to the directors making product sales
through personal contacts." It appears that the company could
begin
operations if less than $2,500 is raised. In addition, we note
the
statement on page 20 that "[o]ur founders and directors have
generally indicated a willingness to provide financial
contributions
if necessary." Please explain in the risk factor and in the plan
of
operation whether the founders and directors would also provide
such
funding in order for the company to begin operations and explain
the
statement "contributions if necessary." Would as "necessary"
include
the purchase of inventory or the development of a website? Please
explain.
Item 4. Use of Proceeds, page 8
3. It is suggested that the table showing the company selling 100%
of
the securities offered exclusively, be deleted inasmuch as that
same
information is shown in the table on page 9 where the various
possible amounts of offering proceeds and related expenditures are
listed and can be compared. Further, the breakdown of the use of
proceeds by category if all of the shares are sold should be
placed
with the other scenarios, such as after "If 75% of the total
offering
amount is raised..."
4. Reference is made to the paragraph preceding the table on page
9.
Please delete the words "as anticipated" from the initial
sentence,
as there is no assurance that the company will sell the entire
amount
of this offering.
5. In the second sentence, please add in the scenario addressing
"if
less than 10% of the offering is raised."
6. In the first paragraph following the table on page 9, it should
be
made clear that if Dynamic raises less than 10% of the total
offering, it will not be able to develop a website, unless the
founders and directors will provide such funding. We note the
disclosure under "Distribution" on page 17 in this regard.
7. We note the statement on page 9 that "[i]f Dynamic raises less
than 10% of the total offering .... We will use the excess cash on
hand .... to proceed with a modified business plan." Please
reconcile this statement with the disclosure in the plan of
operations section on page 20 which states that "[s]hould we be
able
to raise at least $9,000 from this offering, we would be able to
proceed with a
modified business plan." It appears from the disclosure in the
use
of proceeds section and plan of operations section that the
company
could begin operations with a modified business plan if the
company
raises $2,500 or less. Please explain.
Plan of Operations, page 20
8. We reissue in part our prior comment 7. Please explain whether
the company will purchase sample inventory with the company`s
available cash if adequate funds are not raised in this offering.
It
would be appear that the company could begin operations with its
current available cash. Please explain.
Milestones, page 22
9. In the introductory paragraph, we note that you refer back to
your
Item 3. "The Company" and we also note your statement "...if less
than 10% of the offering is raised, we will need to follow a
modified
plan of operations." We could not locate the disclosure in that
section.
10. We also note in this same paragraph, "...we will not begin any
of
these steps towards starting operations until the earlier of
raising
at least $9,000 from this offering, or the offering is closed."
(emphasis added). This does not appear to be consistent with the
disclosure noted in the section "Use of Proceeds," "If Dynamic
raises
less than 10% of the total offering" and elsewhere in the
prospectus.
Please revise as appropriate to make the disclosure consistent.
11. It is noted that the milestone activity, "To Provide security
services" in the table in your previous amendment, has been
eliminated here. Inasmuch as this appears to be a significant
part
of your planned business, please explain or revise the table to
add
the disclosure back as applicable.
12. Please include a discussion in the milestone section as to
when
the directors will begin selling products through personal
contacts,
e.g., through emails and telephone calls, and when the directors
will
begin conducting seminars.
Certain Relationships and Related Transactions, page 25
13. Please revise to clarify and identify all promoters of the
company including those persons that are unaffiliated with the
company. See Item 404(d) of Regulation S-B.
Financial Statements
14. Your attention is directed to Item 310(g) of Regulation S-B
and
the need for updated financial statements. Please provide a
currently dated consent with any amendment to the registration
statement.
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.
Please contact Brian Bhandari at (202) 551-3390 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.
Fax: (403) 272-3620