SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12
DYNADAPT SYSTEM, INC.
---------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Dynadapt System, Inc.
210-E, 10200 W. 44th Ave
WheatRidge, CO 80002
(303) 940-2090
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June __, 2006
Dear Shareholder:
We cordially invite you to attend the Dynadapt System, Inc. Annual
Meeting of Shareholders on September 12, 2005 @ 1:30 PM, at The Sheraton Hotel,
360 Union Blvd., Lakewood, Colorado at which meeting you may be present. If you
choose not to attend, you may send your ballot appointing Jon Elliott,
President, to vote as your ballot directs. The Notice of Meeting and the
accompanying Proxy describe the business of the Annual Meeting of Shareholders.
The enclosed Proxy statement is being furnished to shareholders of record
as of May __, 2006 of Dynadapt System, Inc. ("DYDP.OB"), a Colorado
corporation, in connection with the following proposals.
YOU ARE NOT REQUIRED TO SEND US A PROXY BUT YOUR PROXY IS REQUESTED
The holders of a majority of the issued and outstanding shares entitled to
vote have indicated that they intend to vote in favor of these proposals.
1. To elect five directors to hold office until the next annual meeting
of shareholders and qualification of their respective successors.
2. To ratify the appointment of Jaspers + Hall, PC as Independent
Accountants for the annual period ending April 30, 2007.
3. To change the Company's name to a name to Sun River Energy, Inc.
The Board of Directors has fixed the closing of business on May __,
2006, as the record date for the determination of shareholders entitled to
notice of and to vote at this meeting or any adjournment thereof. The stock
transfer books will not be closed.
The Company's Annual Report to Stockholders for the year ended April 30,
2006 accompanies this Notice of Annual Meeting and Proxy Statement.
All stockholders, whether or not they expect to attend the Meeting in
person, are requested either to complete, date, sign, and return the enclosed
form of proxy in the accompanying envelope or to record their proxy by other
authorized means. The proxy may be revoked by the person executing the proxy by
filing with the Secretary of the Company an instrument of revocation or duly
executed proxy bearing a later date, or by electing to vote in person at the
meeting.
Sincerely,
/s/Wesley Whiting
------------------------------
Wesley Whiting, President
-----------
WE ARE ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO SEND US A PROXY.
----------------------
2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14A PROMULGATED THERETO
DYNADAPT SYSTEM, INC.
ANNUAL MEETING OF SHAREHOLDERS
June __, 2006
This Proxy Statement is being furnished to Shareholders of Dynadapt System
Inc. ("DYDP.OB") in connection with the Annual Meeting of Shareholders (the
"Meeting") to be held on ___________, 2006 and at any adjournments thereof (the
"Meeting"). The Meeting will be held at The Sheraton Hotel, 360 Union Blvd.,
Lakewood, Colorado, at 1:30 P.M. local time.
This Proxy Statement is first being mailed or given to Shareholders on or
about _____, 2006.
We are a Colorado corporation. We are a full-reporting 1934 Act company,
with our common stock quoted on the Over the Counter Bulletin Board (OTCBB)
under the symbol DYDP.OB. Information about us can be found in our April 30,
2006 Annual Report filed on Form 10-KSB. Additional information about us can be
found in our public filings that can be accessed electronically by means of the
SEC's home page on the Internet at http://www.sec.gov, or at other Internet
sites such as http://www.freeedgar.com, as well as by such other means from the
offices of the SEC.
WE ARE ASKING YOU FOR A PROXY
YOU ARE REQUESTED TO SEND US A PROXY
We are soliciting proxies but the holders of more than 50% percent of the
shares entitled to vote have indicated that they intend to vote in favor of
these proposals. In light of the size of the holdings of these shareholders, the
current Board and management of the Company deems the likelihood of a favorable
vote on the proposals sufficient. You may mark and send the proxy attached
hereto to record your vote.
COSTS OF PROXY STATEMENT
We will pay the cost of preparing and sending out this proxy statement. It
will be sent to most shareholders via regular mail. A few will receive it by
personal delivery or facsimile.
VOTING
SHAREHOLDERS ENTITLED TO VOTE
Holders of record of common stock, at the close of business on the will be
entitled to vote at the Annual Meeting. As of this date, May 22, 2006,
9,518,000 shares of common stock were issued and outstanding. Each shareholder
is entitled to one vote for each share of common stock held by such shareholder.
We have only the single class of stock, namely our common stock. Each share of
Common Stock is entitled to one (1) vote for as many separate nominees as there
are directors to be elected and for or against all other matters presented. For
action to be taken at the Annual Meeting, a majority of the shares entitled to
vote must be represented at the Annual Meeting in person or by proxy. Shares of
stock may not be voted cumulatively. Abstentions and broker non-votes each will
be included in determining the number of shares present and voting at the Annual
Meeting. Abstentions will be counted in tabulations of the votes cast on
proposals, whereas broker non-votes will not be counted for purposes of
determining whether a proposal has been approved.
------------------------
3
QUORUM AND VOTE NECESSARY FOR APPROVALS.
A majority of the shares of common stock outstanding at the record date
must be represented at the Annual Meeting in person or by proxy in order for a
quorum to be present and in order to take action upon all matters to be voted
upon, but if a quorum should not be present, the meeting may be adjourned
without further notice to shareholders, until a quorum is assembled. Each
shareholder will be entitled to cast one vote at the Annual Meeting for each
share of common stock registered in such shareholder's name at the record date.
Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Each share
of Common Stock entitles the holder thereof to one vote on all matters to come
before the Annual Meeting. Holders of shares of Common Stock are not entitled to
cumulative voting rights.
The favorable vote of a plurality of the votes of the shares of Common
Stock present in person or represented by proxy at the Annual Meeting is
necessary to elect the nominees for directors of the Company. To take the other
actions at the meeting a majority of the shares outstanding must vote in favor
of the proposals present in person or by Proxy.
A majority of shares issued and outstanding is sufficient to approve the
proposal for a reverse split and name change to be incorporated in Amendments to
the Articles of Incorporation.
PROXIES
In voting their Common Stock, stockholders may vote in favor of or against
the proposal to approve the proposals on the agenda or may abstain from voting.
Stockholders should specify their choice on the accompanying proxy card. All
properly executed proxy cards delivered pursuant to this solicitation and not
revoked will be voted at the Meeting in accordance with the directions given. If
no specific instruction are given with regard to the matter to be voted upon,
then the shares represented by a signed proxy card will be voted "FOR" the
approval of the Proposals and in the discretion of such proxies to any other
procedural matters which may properly come before the Meeting or any
adjournments thereof. All proxies delivered pursuant to this solicitation are
revocable at any time before they are voted at the option of the persons
executing them by (i) giving written notice to the Secretary of the Company,
(ii) by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies should be addressed to Wesley Whiting, President,
210-E, 10200 W. 44th Ave., WheatRidge, CO 80033.
IF THEY WISH TO VOTE, HOLDERS OF COMMON STOCK ARE REQUIRED TO COMPLETE,
DATE, AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY
IN THE ACCOMPANYING ENVELOPE.
The person named as proxy is Wesley Whiting, President of the Company.
In addition to the solicitation of proxies by mail, the Company, through
its directors, officers, and employees, may solicit proxies from stockholders
personally or by telephone or other forms of communication. The Company will not
reimburse anyone for out-of-pocket costs and expenses incurred in the
solicitation of proxies. The Company also will request brokerage houses,
nominees, fiduciaries, and other custodians to forward soliciting materials to
beneficial owners, and the Company will reimburse such persons for their
reasonable expenses incurred in doing so. All expenses incurred in connection
with the solicitation of proxies will be borne by the Company.
INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON
No officer or director or principal shareholder has a substantial or
material interest in the favorable action on these proposals.
----------------------
4
PROPOSAL #1
NOMINATION AND ELECTION OF DIRECTORS
The Company's Bylaws currently provide for the number of directors of the
Company to be established by resolution of the Board of Directors and that
number is five. The Board has nominated five (5) persons. At this Annual
Meeting, a Board of five (5) directors will be elected. Except as set forth
below, unless otherwise instructed, the proxy holders will vote the proxies
received by them for Management's nominees named below.
All the nominees are presently directors of the Company. In the event that
any Management nominee shall become available, or if other persons are
nominated, the proxy holders will vote in their discretion for a substitute
nominee. It is not expected that any nominee will be unavailable. The term of
office of each person elected as a director will continue until the next Annual
Meeting of Stockholders or until a successor has been elected and qualified.
The proxies solicited hereby cannot be voted for a number of persons
greater than the number of nominees named below. The Certificate of
Incorporation of the Company does not permit cumulative voting. A plurality of
the votes of the holders of the outstanding shares of Common Stock represented
at a meeting at which a quorum is presented may elect directors.
THE DIRECTORS CANDIDATES NOMINATED BY MANAGEMENT ARE:
Redgie Green, Wesley Whiting, Thomas Anderson, David Surgnier and Steve Weathers
The above individuals are nominees for election as directors for the next
fiscal year. Their biographical information is as follows:
REDGIE GREEN, age 53, Secretary, Treasurer and Director, has been Secretary
and Director of Dynadapt Systems, Inc. since 1998. Mr. Green has been co-owner
and operator of Green's B&R Enterprises, a wholesale donut baker since 1983. He
has been an active investor in small capital and high-tech adventures since
1987. Mr. Green was a director of Colorado Gold & Silver, Inc. in 2000. He was a
director for Houston Operating Company in late 2004 until December 2004. He
recently served as a director for Mountains West Exploration, Inc in 2005. He
has been appointed as an officer and director of Captech Financial, Inc. in May
2006. He served as a director of Baymark Technologies, inc. 2005-2006.
WESLEY F. WHITING, Director, age 73. Mr. Whiting was President, director,
and Secretary of Berge Exploration, Inc. (1978-88) and President, Vice
President, and director of NELX, Inc. (1994-1998), and was Vice President and
director of Intermountain Methane Corporation (1988-91), and President of
Westwind Production, Inc. (1997-1998). He was a director of Kimbell deCar
Corporation from 1998, until 2000 and he has been President and a director of
Dynadapt System, Inc. since 1998. He was a Director of Colorado Gold & Silver,
Inc. from 1999 to 2000. He was President and director of Business Exchange
Holding Corp. from 2000 to 2002 and Acquisition Lending, Inc. (2000 to 2002). He
was director and Vice President of Utilitec, Inc, 1999 to 2002, and has been
Vice President and director of Agro Science, Inc. since 2001. He was President
and director of Premium Enterprises, Inc. From October 2002 to December 31,
2002. He is Vice President and director of Evergreen Associates, Inc. and
Resource Science, Inc. He was appointed Director and Secretary of BSA SatelLINK,
Inc. in 2002. He was President and Director of Fayber Group, Inc. 2003, 2005
when he resigned. He has also been Director of Life USA, Inc. since 2003. He
has been appointed as an officer and director of Captech Financial, Inc. in May
2006. He served as a director of Baymark Technologies, Inc. 2005-2006.
------------------------
5
THOMAS ANDERSON, age 40, presently works as a Senior Environmental Scientist for
the Energy and Environmental Engineering Division of Apogen Technologies in Los
Alamos, New Mexico. He earned his B.S. in Geology from Denison University and
his M.S. in Environmental Science and Engineering from Colorado School of Mines.
Mr. Anderson has worked for past 16 years in the environmental consulting field,
providing environmental compliance, characterization and remediation services to
Department of Energy, Department of Defense, and industrial clients. He formerly
worked as a Senior Environmental Scientist at Concurrent Technologies Corp. from
November 2000 to December 2004. From March 2000 to November 2000 he was employed
as a hydrologist at Stone & Webster Engineering, Inc. From July 1998 to March
2000 he was employed by advanced Integrated Management Services as an
Environmental Scientist/Engineer. From 1997 to 1998 he was a graduate research
assistant at Colorado School of Mines in the Environmental Science and
Engineering Program.
STEPHEN W. WEATHERS, age 44, earned his B. S. in Geology from Boise State
University. He has worked as an environmental geologist both in the mining
industry and oil and gas industry. His duties included permitting, environmental
compliance, environmental remediation/reclamation and natural gas asset
acquisitions both in the United States and Canada. Mr. Weathers worked for
Maxxim Environmental/Terracon from 1997 through 1999 and presently works in the
environmental remediation division for a Duke Energy Field Services which is a
natural gas processing company (1999-2002). Mr. Weathers also served as a
director of Sun River Mining, Inc. which sought a business acquisition,
2001-2003. Mr. Weathers has been a director of Industrial Minerals, Inc. 2003
to date.
DAVID SURGNIER, age 57, Director Nominee, earned his B.S. in Mathematics in 1971
from the University of Oklahoma, his B.S. in Petroleum Engineering in 1972 from
the University of Oklahoma, and his M.S. in Petroleum Engineering in 1984 from
the University of Texas.
Mr. Surgnier currently serves as President/Engineer for Delta Gas Corporation
and Delta Environmental since 1992. From 1986 to 1992 he was the Rocky Mountain
Regional Manager for Completion Technology International of Denver, Colorado.
Mr. Surgnier was the Manager of Special Projects for Texas Iron Works of
Houston, Texas from 1980-1986. Mr. Surgnier was the Drilling and Production
Engineer from 1972-1980 for Atlantic Richfield Oil Company located in Houston,
Texas and ARCO Alaska. He is currently a contract consultant to Argonne
National Laboratory for enviromental remediation.
------------------------
6
Mr. Surgnier has 33 years experience as a Petroleum Engineer, Project and
Regional Manager, Technical writer and presenter. Developer, Inventor and
co-Inventor of Patented and Proprietary equipment and products, for the
Petroleum and Environmental Industry. He has operated and managed projects
onshore and offshore in North & South America, North Slope of Alaska, Cook Inlet
of Alaska and the Middle East.
He has also drilled and completed domestic water supply wells for individuals,
the Chickasaw, Choctaw and Seminole Nations, and U.S. Public Health Service.
Oilfield water supply wells for Cities Service Co., Framers Energy Corporation,
Botcher Gas Company, Cameron Oil Company and Phillips Petroleum Corporation.
Municipal Water Supply Wells for the Cities of Stewart, McAlister, Stonewall Ada
and Tribbey, Oklahoma.
He has been Environmental Consultant to Environmental Resource Management,
Biotreatment, Inc., Aarow Environmental, Inc., and the University of Chicago.
He has numerous Patents & Inventions and has written many professional Articles
involving petroleum engineering.
Management will devote part time to the operations of the Company, as
necessary.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MANAGEMENT'S NOMINEES.
PROPOSAL #2
INDEPENDENT PUBLIC ACCOUNTANTS
Jaspers + Hall, PC, Independent Public Accountants, of Denver, Colorado
have been appointed as the Certifying accountants for the period through fiscal
year 2004 and shareholders are asked to ratify such appointment. Ratification of
the appointment of Jaspers + Hall, PC, as the Company's independent public
accountants for the fiscal year ending April 30, 2007 will require the
affirmative vote of a majority of the shares of Common Stock represented in
person or by proxy and entitled to vote at the Annual Meeting. In the event the
stockholders do not ratify the appointment of Jaspers + Hall , PC for the
forthcoming fiscal year, such appointment will be reconsidered by the Board.
Representatives of Jaspers + Hall, PC are expected to be present at the
Annual Meeting to make statements if they desires to do so, and such
representatives are expected to be available to respond to appropriate
questions.
Unless marked to the contrary, proxies received will be voted "FOR"
ratification of the appointment of Jaspers + Hall, PC as independent
accountants for the Company's year ending Apri. 30, 2007.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
COMPANY'S INDEPENDENT ACCOUNTANTS.
------------------------
Proposal #3
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
NAME CHANGE
We are asking shareholders to authorize a change in the name of this
corporation to Sun River Energy, Inc. This requires an amendment to our Articles
of Incorporation.
We believe that the name change in our Articles of Incorporation is in the
best interest of our corporation, to assume a name which is not related to a
defunct business attempt in the technology sector, in which the company may
never again engage, and which reflects the new focus of the Company to energy
exploration.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NAME CHANGE.
------------------------
7
ANNUAL MEETING OF SHAREHOLDERS
At the date of this proxy statement, no other matter will presented for
action at the Annual meeting. Only those matters proposed as discussed will be
voted on at the meeting. Shareholders may propose matters to be presented at
shareholder meetings and also nominate directors. Shareholder proposals must
conform to the standards set out by the Securities Exchange Commission and must
be received at our principal offices on or before, February 28, 2007, in order
to be included in future proxy materials, if any, or presentation at our next
annual meeting of shareholders, anticipated in early June, 2007.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
As of the call date of the meeting, _________, 2006, the total number of
common shares outstanding and entitled to vote was 9,518,000.
The holders of such shares are entitled to one vote for each share being
held on the record date. There is no cumulative voting on any matter on the
agenda of this meeting. No additional shares will be issued subsequent to call
date and prior to meeting.
REPORT AVAILABLE
A copy of our most current Annual Report on form 10KSB is attached hereto
and later filings may be obtained without charge, by writing us c/o Wesley
Whiting, President, 210-E, 10200 W. 44th Ave., WheatRidge, CO 80033.
BOARD OF DIRECTORS AND OFFICERS
The persons listed below are currently Officers and the members of the
Board of Directors. Wesley Whiting and Redgie Green are nominees for Director
for the following term.
The directors and executive officers of the Company as of _________, 2005
are as follows:
Wesley Whiting, President and Director
Redgie Green, Secretary and Director
The directors of the Company hold office until the next annual meeting of
the shareholders and until their successors have been duly elected and
qualified. The officers of the Company are elected at the annual meeting of the
Board of Directors and hold office until their successors are chosen and
qualified or until their death, resignation, or removal. The Company presently
has no executive committee.
The principal occupations of each current director and officer and nominee for
director of the Company for at least the past five years are as shown in the
bios for nominees for director.
NAME AGE POSITION WITH THE COMPANY TERM PERIOD OF SERVICE
---- --- ------------------------- ---- -----------------
Wesley Whiting 73 President Annual since 1998
and Director
Redgie Green 53 Secretary Annual since 1998
And Director
---------------------------
8
Executive Compensation
- - ------------------------
Remuneration
- - -------------
The following information is set forth with respect to all remuneration
paid by the Company during the year ended April 30, 2006 to the Company's
five most highly paid executive officers or directors whose total remuneration
exceeded $60,000, and to all directors and officers as a group:
Fiscal Annual Compensation Awards
Name & Principal Year Salary Bonus Other Annual Restricted Securities
Position Ended ($) ($) Compensation Stock Underlying
April 30 ($) Award(s) Options/
($) SARS (#)
- - ----------------------------------------------------------------------------------------------------------------------------------
Wesley Whiting 2006 $0 0 0 0 0
President/ CEO 2005 $0 0 0 0 0
& Director 2004 $0 0 0 0 0
Redgie Green 2006 $0 0 0 0 0
Secretary & Director 2005 $0 0 0 0 0
2004 $0 0 0 0 0
All Officers & 2006 $0 0 0 0 0
Directors as a group (2) 2005 $0 0 0 0 0
2004 $0 0 0 0 0
(1) Directors are to be paid $300 per meeting attended by such director. Other
than the remuneration discussed above, the Company has no retirement, pension,
profit sharing, stock option or similar program for the benefit of its officers,
Directors or employees.
*Waived.
LONG TERM COMPENSATION
----------------------
Options
Restricted & SARs
Stock LTIP LTIP Other
Awards Payouts Payouts Compensation
------ ------- ------- ------------
Wesley Whiting None None None None
Redgie Green None None None None
Option/SAR Granted During the Last Fiscal Year
- - ----------------------------------------------
No Options were granted during the last fiscal year.
Long Term Incentive Plans/Awards in Last Fiscal Year
- - ----------------------------------------------------
None
----------------------
9
(1) None of the current directors of the Company will devote their full
time to the management of the Company.
Stock Purchase Plans; Profit Sharing and Thrift Plans
-----------------------------------------------------
Presently the Company has no stock purchase plans, profit-sharing or
thrift plans.
Options, Warrants or Rights
- - ----------------------------
Summary of Outstanding Options as of May 22, 2006
Award
Issued To Date Amount/Price Term Effective Date Comments
- - --------- ---- ------------ ---- -------------- ---------
None
TOTAL
Compensation Committee Interlocks
- - ---------------------------------
The Securities and Exchange Commission requires disclosure where an
executive officer of a company served or serves as a director or on the
compensation committee of an entity other than the Company and an executive
officer of such other entity served or serves as a director or on the
compensation committee of the Company. The Company does not have any such
interlocks. Decisions as to executive compensation are made by the Compensation
Committee.
Audit Committee
- - ---------------
The Company does not have an Audit Committee. The members of the Board sit
as the Audit Committee.
-----------------------
10
Code of Ethics
- - --------------
The Company has not adopted a Code of Ethics for the Board and the salaried
employees.
Committees and Procedures
(1) The registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing similar
functions. The Board acts itself in lieu of committees due to its
small size.
(2) The view of the board of directors is that it is appropriate for the
registrant not to have such a committee because all directors
participate in the consideration of director nominees and the board is
so small.
(3) Each of the members of the Board which acts as nominating committee is
not independent, pursuant to the definition of independence of a
national securities exchange registered pursuant to section 6(a) of
the Act (15 U.S.C. 78f(a).
(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security
holders, but the committee will consider director candidates
recommended by security holders.
(5) The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a policy is that
there is no need to adopt a policy for a small company.
(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such
recommendations; should provide a completed Directors Questionnaire to
the Company.
(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with clean background.
There are no differences in the manner in which the nominating
committee evaluates nominees for director based on whether the nominee
is recommended by a security holder, or found by the board.
(8) The nominating committee's process for identifying and evaluation
nominees for director, including nominees recommended by security
holders, is to find anyone willing to serve with clean background.
There are no differences in the manner in which the nominating
committee evaluates nominees for director based on whether the nominee
is recommended by a security holder, or found by the board.
(9) With regard to each nominee approved by the nominating committee for
inclusion on the registrant's proxy card (other than nominees who are
executive officers or who are directors standing for re-election),
state which one or more of the following categories of persons or
entities recommended that nominee: Legal Counsel to Company.
--------------------------
11
PRINCIPAL HOLDERS OF VOTING SECURITIES
a) The following table lists any person (including any "group" as that term
is used in Section 13(d)(3) of the Exchange Act) who, to the knowledge of the
Company, was the beneficial owner as of May 22, 2006, of more than 5% of
the outstanding voting shares of the Company. Unless otherwise noted, the owner
has sole voting and dispositive power with respect to the securities.
Title Name and Address
of of Beneficial Amount of Five Percent Ownership
Class Owner Beneficial of
Interest Equity(1)
- - --------- ---------------------------- ------------ -----------
Common Stock Wesley F. Whiting 25,000 less than 1%
Common Stock Redginald T. Green 25,000 less than 1%
All Directors and Executive
Officers as a Group (2 persons) 50,000 less than 1%
- -----------------------------
* The beneficial owner's address is the same as the Company's principal office.
(1) With respect to the common stock, percentages shown are based upon
9,518,000 shares of common stock actually outstanding as of May 22, 2006.
(b) The following table sets forth as of May 22, 2006, the beneficial
ownership of the Company's voting shares by all current directors and executive
officers of the Company as a group. Unless otherwise indicated, each person
listed below has sole voting and investment power over all shares beneficially
owned by him.
Beneficial Ownership of Officers and Directors
Title Name of Amount and Percent
of Beneficial Nature of of
Class Owner Beneficial Equity
----- ----- Ownership -------
---------
Common Stock Robert A. Doak, Jr. 7,33,333,333 77%
(Beneficially through
New Mexico Energy, LLC)
* The beneficial owner's address is the same as the Company's principal office.
------------------------
12
Notes to the table:
Unless otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT
Under Section 16 of the Securities Exchange Act 1934, the Company's
directors and executive officers and persons holding more than 10% of its common
stock are required to report their initial ownership of common stock and
subsequent changes to that ownership to the Securities and Exchange Commission
by specified due dates. To the Company's knowledge all of these filing
requirements were satisfied.
The Company's Annual Report on Form 10-KB for the year ended April 30,
2006 (the "Form 10-KSB") is being furnished simultaneously herewith. The Form
10-KSB is not considered a part of this Proxy Statement.
Principal Accountant Fees and Services
- - --------------------------------------
General. Jaspers + Hall, PC, LLC, CPAs ("J+H") is the Company's
principal auditing accountant firm. The Company's Board of Directors has
considered whether the provisions of audit services is compatible with
maintaining J+H independence.
Audit Fees. MJC is billing the Company $5,500 for the following
professional services: audit of the annual financial statement of the Company
for the fiscal year ended April 30, 2002, April 30, 2003 and April 30, 2005 and
review of the interim financial statements included in quarterly reports on Form
10-QSB for the periods ended July 31, 2002, October 31, 2002, January 31, 2003,
July 31, 2003, October 31, 2003, January 31, 2004 and July 31, 2004.
There were no audit related fees in 2001 to 2006. There were no tax fees or
other fees in 2001 to 2006 paid to Auditors or Auditors affiliates.
The Company's Board acts as the audit committee and had no "pre-approval
policies and procedures" in effect for the auditors' engagement for the audit
year 2006.
All audit work was performed by the auditors' full time employees.
-----------------------
13
OTHER AND GENERAL INFORMATION.
Our Annual Report on Form 10-KSB, for the year ended April 30, 2006,
including audited financial statements as of that date, is available from us on
request. Further information is available by request or can be accessed on the
Internet. We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files annual and quarterly reports, proxy statements and other
information with the Securities Exchange Commission (the "SEC"). Reports, proxy
statements and other information filed by Dynadapt System, Inc. can be
accessed electronically by means of the SEC's home page on the Internet at
http://www.sec.gov or at other Internet sites such as http://www.freeedgar.com
or http://www.pinksheets.com.
You can read and copy any materials that we file with the SEC at the SEC'S
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. A copy
of any public filing is also available, at no charge, from the Company.
DYNADAPT SYSTEM, INC.
Dated: May 22, 2006
By the order of the Board of Directors
/s/ Wesley Whiting
-----------------------
Wesley Whiting, President, CEO, and Director
-------------------------
14
BALLOT
- - ------------------------------------------------------------------------------
Dynadapt System, Inc.
7609 Ralston Road
Arvada, Colorado 80002
(303) 422-8127
PROXY FOR ANNUAL MEETING OF
STOCKHOLDERS, June ___, 2006
The undersigned hereby appoints Wesley Whiting proxy, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of Dynadapt System, Inc. held of record by the
undersigned at the Annual Meeting of Stockholders to be held on June __, 2006,
at 1:30 p.m., at The Sheraton Hotel, 360 Union Blvd., Lakewood, Colorado, and at
any adjournment thereof, upon the matters described in the accompanying Notice
of Annual Meeting and Proxy Statement, receipt of which is hereby acknowledged,
and upon any other business that may properly come before, and matters incident
to the conduct of, the meeting or any adjournment thereof. Said person is
directed to vote on the matters described in the Notice of Annual Meeting and
Proxy Statement as follows, and otherwise in their discretion upon such other
business as may properly come before, and matters incident to the conduct of,
the meeting and any adjournment thereof.
1. To elect a Board of three (3) directors to hold office until the next
annual meeting of stockholders or until their respective successors have
been elected and qualified:
Nominees: Redgie Green, Wesley Whiting, Thomas Anderson, David
Surgnier and Steve Weathers.
[_] FOR: nominees listed above (except as marked to the contrary
below).
[_] WITHHOLD authority to vote lease space for nominee(s)
specified below.
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), write
the applicable name(s) in the space provided below.
- - ------------------------------------------------------------------------------
2. To ratify the appointment of Jaspers + Hall, PC as independent
accountants for the period ending April 30, 2007:
[_] FOR [_] AGAINST [_] ABSTAIN
3. To change the name of the corporation to a name to Sun River Energy, Inc.
[_] FOR [_] AGAINST [_] ABSTAIN
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU MAY SIGN AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED "FOR" THE STATED PROPOSALS.
Number of shares owned ________________and voted hereby.
Name & Address of Shareholder
_____________________________
_____________________________
_____________________________
_____________________________
(VOID WITHOUT INFO)
----------------------------------------
Signature of Stockholder
----------------------------------------
Signature if held jointly
Dated: __________________________, 2005
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.