SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-QSB
[X] Quarterly report pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the quarterly period ended January 31, 2003
[ ] Transition report pursuant to Section 13 or 15(d) of the Exchange Act
Commission file number 0-33285
DYNAMIC INTERNATIONAL, INC.
(exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
11-3563216
(IRS Employer Identification No.)
58 Second Avenue, Brooklyn, NY 11215
(Address of principal executive offices)
(718) 369-4160
(Registrant's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 of 15(d) of the Exchange Act during the past 12 months, and (2) has been
subject to such filing requirements for the past 90 days.
YES [X ] NO []
As of February 28, 2003 the Registrant had 4,418,258 shares of its Common Stock
outstanding
Transitional Small Business Disclosure Format: YES [ ] NO [X]
Index to Form 10-QSB
For the Quarter ended January 31, 2003
Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of January 31, 2003 (unaudited) and 1
April 30,2002
Condensed Statements of Operations for the nine months and 2
three months ended January 31, 2003 (unaudited) and January 31, 2002 (unaudited)
Condensed Statements of Cash Flows for the nine months ended 3
January 31, 2003 (unaudited) and January 31,2002(unaudited)
Notes to the Financial Statements for the nine months
ended January 31, 2003 (unaudited) and January 31,2002 ( unaudited) 4-7
Item 2. Management's Discussion and Analysis 8-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Item 7. Sarbanes-Oxley Certification 15-16
Signatures 17
Exhibit 99.1 18
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Dynamic International, Inc.
Condensed Balance Sheets
January 31, 2003 April 30, 2002
(Unaudited)
CURRENT ASSETS
Cash $ 82,334 $ 38,006
Accounts receivable, less
allowance of $441,000 and $381,000 1,249,119 948,619
Inventories 1,221,217 1,735,890
Other current assets 53,983 89,947
--------- ---------
Total Current Assets 2,606,653 2,812,462
Fixed Assets- Net of accumulated
depreciation 34,984 36,820
Security Deposits 1,000 1,000
--------- --------
TOTAL ASSETS $ 2,642,637 $2,850,282
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses $ 854,502 $ 773,280
Amounts due affiliated company 3,019,167 3,489,830
--------- ---------
Total Current Liabilities 3,873,669 4,263,110
COMMITMENT and CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock 4,419 4,419
Additional paid in capital 5,119,796 5,119,796
Accumulated deficit (6,355,244) (6,537,040)
----------- -----------
(1,231,029) (1,412,825)
Less: Treasury stock (3) (3)
----------- -----------
Total Stockholders' Deficit (1,231,032) (1,412,828)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $2,642,637 $2,850,282
========== ==========
See accompanying notes to condensed financial statements
1
Dynamic International, Inc.
Condensed Statements of Operations
Nine Months Ended Three Months Ended
January 31,2003 January 31,2002 January 31,2003 January 31,2002
Unaudited) (Unaudited) (Unaudited) (Unaudited)
(Restated) (Restated)
Net sales $6,035,607 $6,184,413 $ 1,630,935 $924,619
Other income 26 72 0 15
-------- ---------- ----------- --------
6,035,633 6,184,485 1,630,935 924,634
Cost of sales 4,334,716 4,674,718 1,100,828 737,570
--------- --------- --------- --------
Gross profit 1,700,917 1,509,767 530,107 187,064
--------- --------- -------- --------
Operating expenses 1,399,295 1,500,853 401,099 339,345
Interest 11,615 14,809 3,120 3,534
Interest - related party 108,211 172,839 29,691 42,589
--------- --------- ------- --------
1,519,121 1,688,501 433,910 385,468
--------- --------- ------- -------
Income (loss) before taxes 181,796 ( 178,734) 96,197 (198,404)
Provision for taxes 0 0 0 0
- --- -- --
Net income (loss) $181,796 $(178,734) $96,197 $(198,404)
======== ========= ========= ==========
Basic and diluted
income (loss) per
common share $ .04 $ ( .04) $ .02 $ (.04)
======== ========== ========= ==========
Weighted average number
Common shares
Outstanding 4,417,718 4,417,718 4,417,718 4,417,718
========== ========== ========== =========
Cash dividends per
Common share None None None None
See accompanying notes to condensed financial statements
2
Dynamic International, Inc.
Condensed Statements of Cash Flows
For the Nine
Months ended January 31,
2003 2002
(Unaudited) Unaudited)
(Restated)
Operating activities:
Net income (loss) $181,796 $(178,734)
--------
Adjustments to reconcile net income
to net cash provided by/ (used for) operating
activities
Depreciation 1,836 3,060
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (300,500) 888,332
Inventory 514,673 721,397
Prepaid expense and other 35,966 38,649
Increase (decrease) in:
Accounts payable and accrued expenses-
non-related 81,222 (89,045)
------ --------
Total adjustments 333,197 1,562,393
------- ---------
Net cash provided by operating activities 514,993 1,383,659
Financing activities:
Accounts payable and accrued expenses-
related party (470,665) (1,365,064)
--------- -----------
Net cash used by financing activities (470,665) (1,365,064)
--------- -----------
Increase in cash and equivalents 44,328 18,595
Cash and equivalents- beginning of period 38,006 58,542
------ ------
Cash and equivalents - end of period $82,334 $77,137
======= =======
See Accompanying Notes to Condensed Financial Statements
3
Dynamic International, Inc.
Notes to Condensed Financial Statements
For The Nine Months Ended January 31, 2003 and 2002
(Unaudited)
1. Basis of Presentation The Condensed Balance Sheet as of January 31, 2003
and the related Condensed Statements of Operations and Cash Flows for the
nine months and three months ended January 31, 2003 and 2002 are unaudited.
In the opinion of management, the unaudited condensed financial statements
include all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position of the Company as of
January 31, 2003 and 2002 and the results of their operations for the nine
months and three months ended January 31, 2003 and 2002.
The April 30, 2002 Balance Sheet data was derived from audited financial
statements but does not include all disclosures required by generally
accepted accounting principles. The interim condensed financial statements
and notes thereto should be read in conjunction with the financial
statements and the notes included in the Company's filing on Form 10K-SB.
The results of operations for the nine months ended January 31, 2003 and
2002 are not necessarily indicative of the operating results for the entire
year or any future interim periods.
2. Summary of Significant Accounting Policies
The accounting policies followed by the Company are set forth in the notes
to the Company's financial statements included in the Company's Form 10K-SB
for the year ended April 30, 2002
3. Going Concern
The Company's financial statements are prepared in conformity with
generally accepted accounting principles, which contemplates the
realization of assets and settlements of liabilities in the normal course
of business. The Company incurred net losses of approximately $696,000 and
$1,239,000 for the years ended April 30, 2002 and 2001, respectively.
Additionally, the Company has a working capital deficiency of approximately
$1,267,000 at January 31,2003. In addition, the Company will need to
continue and possibly increase its borrowing facility with an affiliate
unless alternative funding can be arranged. These factors create
uncertainty about whether the Company can continue as a going concern.
4
Dynamic International, Inc.
Notes to Condensed Financial Statements
For Nine Months Ended January 31, 2003 and 2002
(Unaudited)
Management has implemented various cost controls and succeeded in reducing
certain operating expenses and costs. However, the Company believes that
the terrorist attacks in the United States on September 11, 2001 continue
to have a chilling effect on travel and the economy in general.
Consequently, consumer demand for luggage is likely to continue to be
adversely affected. As a result, the Company currently expects that sales
of its luggage products will continue to be negatively impacted for at
least the near term. It is not practicable at this time to quantify the
extent of any downturn. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
4. Related Party Transactions
Pursuant to a Warehouse and Service Agreement dated as of September 1, 2000
(the "Warehousing Agreement") between the Company and a related party (the
"Related Entity") wholly owned by a major stockholder, the Related Entity
provides occupancy space and performs certain administrative services on
behalf of the Company. Under the Warehousing Agreement, the Related Entity,
among other things, assists in the maintenance of financial and accounting
books and records, in the preparation of monthly financial accounts
receivable aging schedules and other reports and in the performance of
credit checks on the Company's customers. In consideration for these
services, the Related Entity receives an annual fee, payable monthly,
calculated at a percentage of the Company's invoiced sales originating at
the warehouse ranging from 4% of the invoiced sales under $30 million
annually to 3% of sales of $60 million or more. For sales which do not
originate at the warehouse, the Related Entity receives a service fee in
the amount of 1.5% of the Company's invoiced sales to customers and
accounts located in the United States if payment is made by letter of
credit and 1% if such customers and accounts are located outside the United
States, irrespective of manner of payment. In addition, under the
Warehousing Agreement, the Related Entity provides warehousing services
consisting of receiving, shipping, and storing the Company's merchandise.
The Company pays the Related Entity a monthly fee of 3% of its invoiced
sales originating at the warehouse in connection with these warehousing
services performed by the Related Entity under the Warehousing Agreement.
As part of the Warehousing Agreement, the Company applies an offset for
certain shared expenses.
The Warehousing Agreement, which was renewed on September 1, 2000, has a
term of one year and then automatically renews from year to year unless
written notice of termination is given at least six months prior to the
commencement of a renewal period. Total warehousing and administrative
expenses charged to operations were $338,563 and $312,228 for the nine
months ended January 31, 2003 and 2002, respectively.
5
Dynamic International, Inc.
Notes to Condensed Financial Statements
For Six Months Ended January 31, 2003 and 2002
(Unaudited)
In addition, the Related Entity has purchased inventory for the Company and
has charged the Company for the invoiced amount of the inventory. Pursuant
to an unwritten understanding, the Related Entity arranges for the
issuance, by its financial lender, of letters of credit in favor of the
Company's overseas suppliers, thereby enabling the Company to finance the
purchases of its inventory.
Pursuant to a Security Agreement dated as of January 2, 2001, between the
Company and the Related Entity, the Related Entity has perfected its
security interest in all of the Company's assets.
Amounts due to the Related Entity totaled $3,489,830 and $3,019,167, at
April 30, 2002 and January 31, 2003, respectively. The Company records
interest on the unpaid balance due to the Related Entity at the
JPMorganChase prime rate plus 1%. Total interest expense charged to
operations was $108,211 and $172,839 for the nine months ended January 31,
2003 and 2002, respectively.
5. Significant risks and Uncertainties
The Company's luggage products compete with products designed by a number
of the largest companies in the industry. The Company believes that because
of its concentration on the upscale lifestyle and more specialized leisure
market that are associated with its use of trademark names, the Company
will be able to continue to grow its luggage business. Nevertheless, there
can be no assurance that the Company will be able to effectively compete
with these companies as well as with other smaller entities.
Most of the Company's products are purchased from Indonesia, Thailand,
China and Sri Lanka. The Company believes that, if necessary, it will be
able to obtain its products from firms located in other countries at
little, if any, additional expense. The Company believes that an
interruption in deliveries by a manufacturer located in a particular
country will not have a material adverse impact on the business of the
Company. Nevertheless, because of political instability in a number of the
supply countries, occasional import quotas and other restrictions on trade
or otherwise, there can be no assurance that the Company will at all times
have access to a sufficient supply of merchandise.
6
6. Restatement
During the fourth quarter of the fiscal year ended April 30,2002, the
Company made a determination to record interest on advances from
affiliates, and restate previously issued financial statements for the
correction of this error based on guidance provided by the Securities and
Exchange Commission.
The adjustment decreased net income for the nine months ended January
31,2002 as follows:
Net loss, as originally reported $(5,895)
Interest- affiliate 172,839
----------
Net income, as adjusted $(178,734)
=======
7. Contingency
Under an agreement dated September 1, 2000, between the Company and 3L
Associates, the Company was granted the exclusive license to use the Adolfo
name in connection with the manufacture, sale and distribution of sports
bags\ luggage products. The current expiration date of the agreement is
March 31,2003. The Company has notified the licensor that the Company does
not intend to renew the agreement. The licensor has asserted that the
Company did not make proper notification under the contract. The Company
has determined that the maximum payout, over the current contract minimums,
would be $200,000 in the event of an unfavorable outcome.
7
Item 2. Management's Discussion and Analysis
The following discussion should be read in conjunction with the financial
statements and related notes that are included under Item 1. Statements made
below which are not historical facts are forward-looking statements.
Forward-looking statements involve a number of risks and uncertainties
including, but not limited to, general economic conditions, our ability to
complete development and then market our services, competitive factors and other
risk factors as stated in other of our public filings with the Securities and
Exchange Commission.
Dynamic International, Inc. ("the Company") was formed on August 31, 2000 as a
wholly owned company of Dynamic International Ltd. ("Ltd."). Pursuant to an
Equity Transfer and Reorganization Agreement dated August 10, 2000, (the
Agreement) by and among Ltd., certain of its shareholders, Emergent Management
Company, LLC ("Emergent"), and several holders of membership interests in
Emergent Ventures, LLC (an affiliate of Emergent), Ltd. transferred all of its
assets to the Company. In addition the Company assumed all of the liabilities of
Ltd. (other than outstanding bank debt in the amount of $250,000).
General
The following discussion should be read in conjunction with the Financial
Statements and related notes thereto of the Company included elsewhere herein.
The Company's financial statements are prepared in conformity with generally
accepted accounting principles, which contemplates the realization of assets and
settlements of liabilities in the normal course of business. The Company
incurred net losses of approximately $696,000 and $1,239,000 for the years ended
April 30, 2002 and 2001,respectively. Additionally, the Company has a working
capital deficiency of approximately $1,267,000 at January 31,2003. In addition,
the Company will need to continue and possibly increase its borrowing facility
with an affiliate unless alternative funding can be arranged. These factors
create uncertainty about whether the Company can continue as a going concern.
Results of Operations for the Nine Months Ended January 31, 2003 Compared to the
Nine Months Ended January 31, 2002.
Sales for the nine months ended January 31,2003, decreased by $149,000 or 2.4%
to $6,036,000 from $6,185,000 for the nine months ended January 31, 2002. This
decrease was primarily the result of reduced sales of luggage due to the
decrease in travel subsequent to the terrorist attacks of September 11, 2001.
Allowances granted to customers were 10.8% of net sales for the nine months
ended January 31,2003 as compared to 9.9% of net sales for the nine months ended
January 31,2002. Allowances for the nine months ended January 31 2002 included
approximately $110,000 in promotional allowances given to two customers with the
introduction of new luggage collections. Allowances for the nine months ended
January 31,2003 included approximately $100,000 in promotional allowances for a
new customer.
8
The Company's gross profit increased by approximately $191,000. The Company's
gross margin, as a percentage of sales, increased by 3.77% to 28.18% from 24.41%
for the nine months ended January 31, 2002. These increases are result of cost
containment measures and improved pricing for merchandise purchased in the
Peoples Republic of China.
Operating expenses, exclusive of interest expense, for the nine months ended
January 31, 2003 were $102,000 less than the nine months ended January 31,2002.
This decrease is represented approximately by changes in the following expenses:
Increase
(Decrease)
Royalty Expense ($43,000)
Shipping Expenses $32,000
Salesman Commissions $21,000
Salesman Salaries ($89,000)
Travel and Entertainment ($23,000)
Royalty expense decreased by $43,000 due to the decreased sales and the
discontinuation of Rotaflex home gym products and thus the related minimum
royalty payments. Shipping expenses increased by $32,000 because of an increase
in warehouse shipments which incur shipping fees at a higher rate than direct
sales. The increase in warehouse shipments was offset by a decrease in direct
shipments, resulting in lower net sales for the nine months. Salesman
commissions increased by $21,000 due to an increase in commissioned sales.
Salesman salaries and travel and entertainment decreased by $89,000 and $23,000,
respectively, due to a reduction in the sales staff.
Interest expense for the nine months ended January 31, 2003 decreased by $3,000
from the nine months ended January 31,2002. This decrease was due to reduced
inventory purchases.
Interest expense related party for the nine months ended January 31,2003
decreased by $65,000 from the nine months ended January 31,2002. This decrease
was due to reduced interest rates and the reduction of the amounts due to Achim
Importing Co. Inc. ("Achim").
9
The following table sets forth the results of operations for the periods
discussed above:
Nine Months Nine Months
Ended Ended
January 31, 2003 January 31, 2002
Net Sales $6,036,000 $6,185,000
Cost of Goods
Sold 4,335,000 4,675,000
---------- ------------
Gross Margin 1,701,000 1,510,000
---------- ------------
As a Percentage of Net Sales 28.18 % 24.41%
Operating Expenses 1,399,000 1,501,000
Interest 12,000 15,000
Interest -related party 108,000 173,000
---------- ------------
1,519,000 1,689,000
--------- ---------
Income before provision
for Income Taxes $182,000 $(179,000)
======= =======
Results of Operations for the Three Months Ended January 31, 2003 Compared to
the Three Months Ended January 31, 2002.
Sales for the three months ended January 31,2003, increased by $706,000 or 76%
to $1,631,000 from $925,000 for the three months ended January 31, 2002. This
increase was primarily the result of approximately $354,000 in sales to a new
customer and increased sales to four customers of approximately $352,000.
Allowances granted to customers were 19.8% of net sales for the three months
ended January 31,2003 as compared to 14.76% of net sales for the three months
ended January 31,2002. Allowances for the three months ended January 31 2003
included various promotional allowances given to customers with the introduction
of new luggage collections..
The Company's gross profit increased by approximately $342,000 due primarily to
the increase in sales. The Company's gross margin as a percentage of sales,
increased by 12.18% to 32.50% from 20.32% for the three months ended January 31,
2002. This increase is primarily the result of cost containment measures and
improved pricing for merchandise purchased in the Peoples Republic of China.
10
Operating expenses, exclusive of interest expense, for the three months ended
January 31, 2003 were $62,000 higher than the three months ended January
31,2002. This increase is represented approximately by changes in the following
expenses:
Increase
(Decrease)
Royalty Expense $29,000
Shipping Expenses $61,000
Salesman Commissions $36,000
Salesman Salaries ($47,000)
Travel and Entertainment ($12,000)
Other Corporate Expenses ($5,000)
Royalty expense increased by $29,000 due to the increased sales. Shipping
expenses increased by $61,000 due to the increased sales. Salesman commissions
increased by $36,000 due to the increase in sales. Salesman salaries and travel
and entertainment decreased by $47,000 and $12,000, respectively, due to a
reduction in the sales staff. Other Corporate expenses, including fringe
benefits and telephone expenses, decreased by $5,000.
Interest expense for the three months ended January 31, 2002 decreased by
$1,000.
Interest expense related party for the three months ended January 31,2003
decreased by $13,000 from the three months ended January 31,2002. This decrease
was due to reduced interest rates and the reduction of the amounts due to Achim
Importing Co. Inc. ("Achim").
The following table sets forth the results of operations for the periods
discussed above:
Three Months Three Months
Ended Ended
January 31, 2003 January 31, 2002
Net Sales $1,631,000 $925,000
Cost of Goods
Sold 1,101,000 737,000
------------- ------------
Gross Margin 530,000 188,000
------- -----------
As a Percentage of Net Sales 32.50 % 20.32%
Operating Expenses 401,000 339,000
Interest 3,000 4,000
Interest -related party 30,000 43,000
------------ ------------
434,000 386,000
------- -------
Income before provision
for Income Taxes $ 96,000 $ (198,000)
======= =======
11
Related Party Transactions
Pursuant to a Warehouse and Service Agreement dated as of September 21, 2000(the
"Warehousing Agreement") between the Company and a related party("Achim") wholly
owned by a major stockholder, the Achim provides occupancy space and performs
certain administrative and shipping services to the Company.
Achim has purchased inventory for the Company and has charged the Company for
the invoiced amount of the inventory. In addition, pursuant to an unwritten
understanding, the related party arranges for the issuance by its financial
lender of letters of credit in favor of the Company's overseas suppliers thereby
enabling the Company to finance the purchases of its inventory.
Seasonality and Inflation
The Company's business is seasonal with higher sales typically in the second and
third quarters of the fiscal year.
Management does not believe that the effects of inflation will have a material
impact on the Company.
Liquidity and Capital Resources
During the nine months ended January 31, 2003, cash provided by operations was
$515,000. This was primarily the result of net income, a decrease in inventory ,
prepaid expenses and other and an increase in accounts payable and accrued
expenses of $182,000, $515,000 , $36,000 and $81,000, respectively, which were
offset by an increase in accounts receivable of $301,000.
Payments against the amount due to Achim used cash from financing activities of
$471,000. The Company has received substantial financial support from Achim.
Achim is wholly owned by Marton B. Grossman, the Chairman and President of the
Company.
Advances from Achim are due upon demand. The Company records interest on the
unpaid balance due to Achim at the JPMorganChase prime rate plus 1%. The amount
of interest recorded for the nine months ended January 31, 2003 and 2002 was
$108,000 and $173,000, respectively.
Through June, 2000,the Company was able to fund a portion of its working capital
requirements pursuant to an agreement with the JPMorganChase ("Chase"), which
had provided for maximum borrowings of $1,500,000 in the form of letters of
credit and bankers acceptances. This agreement also provided for a security
interest in the inventory and notes and accounts receivable of the Company. In
addition, the agreement provided for the personal guarantee of the President and
major shareholder of the Company for the entire balance. The Chase credit line
was discontinued in June 2000.
12
The Company will continue to utilize the financial support of Achim for
inventory purchases. Achim is not obligated to continue providing any support.
In the event Achim chooses not to support the Company, we would have to reduce
operations or seek to find financial support from other third parties.
13
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
Exhibit 99.1
14
Item 7. Sarbanes - Oxley Certifications
CERTIFICATIONS
I, Marton Grossman hereby certifiy that:
1. I have reviewed this quarterly report on Form 10-QSB of Dynamic
International, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact, or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial position, results of operations, and
cash flows of the issuer as of, and for, the periods presented in this
quarterly report
4. I am responsible for establishing and maintaining disclosure controls
and procedures for the issuer and have:
(i) Designed such disclosure controls and procedures to ensure that
material information relating to the issuer is made known to me,
particularly during the period in which the periodic reports are
being prepared;
(ii) Evaluated the effectiveness of the issuer's disclosure controls
and procedures as of January 31, 2003; and
(iii)Presented in the report our conclusions about the effectiveness
of the disclosure controls and procedures based on my evaluation
as of the Evaluation Date;
5. I have disclosed, based on my recent evaluation, to the issuer's
auditors and the audit committee of the board of directors (or persons
fulfilling the equivalent function):
(i) All significant deficiencies in the design or operation of
internal controls which could adversely affect the issuer's
ability to record, process, summarize and report financial data
and have identified for the issuer's auditors any material
weaknesses in internal controls; and
(ii) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the issuer's
internal controls; and
6. I have indicated in the report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: March 14, 2003
/s/ Marton Grossman
--------------------
Marton Grossman, CEO
15
I, William P. Dolan, hereby certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Dynamic
International, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact, or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial position, results of operations, and
cash flows of the issuer as of, and for, the periods presented in this
quarterly report
4. I am responsible for establishing and maintaining disclosure controls
and procedures for the issuer and have:
(i) Designed such disclosure controls and procedures to ensure that
material information relating to the issuer is made known to me,
particularly during the period in which the periodic reports are
being prepared;
(ii) Evaluated the effectiveness of the issuer's disclosure controls
and procedures as of January 31, 2003; and
(iii)Presented in the report our conclusions about the effectiveness
of the disclosure controls and procedures based on my evaluation
as of the Evaluation Date;
5. I have disclosed, based on my recent evaluation, to the issuer's
auditors and the audit committee of the board of directors (or persons
fulfilling the equivalent function):
(i) All significant deficiencies in the design or operation of
internal controls which could adversely affect the issuer's
ability to record, process, summarize and report financial data
and have identified for the issuer's auditors any material
weaknesses in internal controls; and
(ii) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the issuer's
internal controls; and
6. I have indicated in the report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: March 14, 2003
/s/ William P. Dolan
--------------------
William P. Dolan, CFO
16
SIGNATURES
In accordance with Section 13 or 15(d) of the 1934 Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.
DYNAMIC INTERNATIONAL, INC.
/s/ William P. Dolan
By:_____________________________
William P. Dolan
VP Finance
March 14, 2003
17
Exhibit 99.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly filing of Dynamic International, Inc., a Nevada
corporation (the "company"), on Form 10-QSB for the period ended January 31,
2003 as filed with the Securities and Exchange Commission (the "Report"), the
undersigned, Marton Grossman, the Chief Executive Officer of the Company, does
hereby certify, pursuant Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C.ss.1350), that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: March 14, 2003
/s/ Marton Grossman
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Marton Grossman, CEO
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly filing of Dynamic International, Inc., a Nevada
corporation (the "company"), on Form 10-QSB for the period ended January 31,
2003 as filed with the Securities and Exchange Commission (the "Report"), the
undersigned, William P. Dolan, the Chief Financial Officer of the Company, does
hereby certify, pursuant Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C.ss.1350), that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: March 14, 2003
/s/ William P. Dolan
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William P. Dolan, CFO
18