OWC Pharmaceutical Research Corp. - Quarter Report: 2009 September (Form 10-Q)

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2009

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 333-148664

DYNAMIC APPLICATIONS CORP.

(Exact name of small business issuer as specified in its charter)

Delaware	98-0573566
(State of incorporation)	(IRS Employer ID Number)

C/o Beit Gibor Sport

7 Menachem Begin Street

Ramat Gan ISRAEL 52521

(Address of principal executive offices)

972 - (3) 611-6262

(Issuer's telephone number)

46 Techelet Street Modiin Israel 71700

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer ¨		Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of November 5 , 2009 there were 86,495,000 shares of common stock outstanding .

TABLE OF CONTENTS

	Page
PART I
Item 1. Financial Statements		F-1
Item 2. Management’s Discussion and Analysis or Plan of Operation		3
Item 3 Quantitative and Qualitative Disclosures About Market Risk		6
Item 4 Controls and Procedures		6
Item 4(T) Controls and Procedures		6
PART II
Item 1. Legal Proceedings		6
Item IA. Risk Factors		6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		7
Item 3. Defaults Upon Senior Securities		7
Item 4. Submission of Matters to a Vote of Security Holders		7
Item 5. Other Information		7
Item 6. Exhibits		7

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

DYNAMIC APPLICATIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

Financial Statements-

Balance Sheets as of September 30, 2009 and December 31, 2008	F-2

Statements of Operations for the Three Months and Nine Months Ended
September 30, 2009 and 2008, and Cumulative from Inception	F-3

Statement of Changes in Stockholders’ Equity for the Period from Inception
Through September 30, 2009	F-4

Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008,
and Cumulative from Inception	F-5

Notes to Financial Statements	F-6

F-1

DYNAMIC APPLICATIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008

	As of			As of
	September 30,			December 31,
	2009			2008
	(Unaudited)			(Audited)
Current Assets:
Cash	$	68		$	131,920
Prepaid expenses		7,500			20,000

Total current assets		7,568			151,920

Other Assets:
Patent, net of accumulated amortization $5,610 and $2,805, respectively		13,090			15,895

Total other assets		13,090			15,895

Total Assets	$	20,658		$	167,815

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
Accounts payable and accrued liabilities	$	16,500		$	17,000
Loans from related parties - directors and stockholders		12,000			300

Total current liabilities		28,500			17,300

Total liabilities		28,500			17,300

Commitments and Contingencies

Stockholders' Equity:
Common stock, par value $.0001 per share, 200,000,000 shares authorized; 86,445,000 and 75,000,000 shares issued and outstanding, respectively		8,645			7,500
Additional paid-in capital		284,405			233,400
Discount on common stock		(600	)		(600	)
(Deficit) accumulated during the development stage		(300,292	)		(89,785	)

Total stockholders' equity		(7,842	)		150,515

Total Liabilities and Stockholders' Equity	$	20,658		$	167,815

The accompanying notes to financial statements are

an integral part of these statements.

F-2

DYNAMIC APPLICATIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND

2008, AND CUMULATIVE FROM INCEPTION (MARCH 7, 2008)

THROUGH SEPTEMBER 30, 2009

(Unaudited)

	Three Months Ended						Nine Months Ended						Cumulative
	September 30,						September 30,						From
	2009			2008			2009			2008			Inception
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenues	$	-		$	-		$	-		$	-		$	-

Expenses:
General and administrative-
Research and development		-			-			45,000			-			45,000
Professional fees		14,244			6,360			57,349			24,630			108,356
Consulting		15,053			1,520			40,108			1,520			64,678
Officer's compensation		6,800			-			58,835			-			62,835
Investor relations		401			-			2,056			-			2,056
Amortization		935			935			2,805			1,870			5,610
Legal - incorporation		-			-			-			2,050			2,050
Other		177			307			3,400			677			4,706

Total general and administrative expenses		37,610			9,122			209,553			30,747			295,291

(Loss) from Operations		(37,610	)		(9,122	)		(209,553	)		(30,747	)		(295,291	)

Other Income (Expense)		-			(984	)		(954	)		(984	)		(5,001	)

Provision for income taxes		-			-			-			-			-

Net (Loss)	$	(37,610	)	$	(10,106	)	$	(210,507	)	$	(31,731	)	$	(300,292	)

(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		86,193,913			13,500,000			85,042,747			10,557,693

The accompanying notes to financial statements are

an integral part of these statements.

F-3

DYNAMIC APPLICATIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM INCEPTION (MARCH 7, 2008)

THROUGH SEPTEMBER 30, 2009

(Unaudited)

										(Deficit)
										Accumulated
					Additional		Discount			During the
	Common stock				Paid-in		on Common			Development
	Shares		Amount		Capital		Stock			Stage			Totals

Balance - March 7, 2008		-	$	-	$	-	$	-		$	-		$	-

Common stock issued for cash		9,000,000		900		-		(600	)		-			300

Common stock issued for cash		6,000,000		600		59,400		-			-			60,000

Common stock issued for cash		60,000,000		6,000		174,000		-			-			180,000

Net (loss) for the period		-		-		-		-			(89,785	)		(89,785	)

Balance - December 31, 2008		75,000,000		7,500		233,400		(600	)		(89,785	)		150,515

Common stock issued for cash		11,145,000		1,115		36,035		-			-			37,150

Common stock issued for cash		300,000		30		14,970		-			-			15,000

Net (loss) for the period		-		-		-		-			(210,507	)		(210,507	)

Balance - September 30, 2009		86,445,000	$	8,645	$	284,405	$	(600	)	$	(300,292	)	$	(7,842	)

The accompanying notes to financial statements are

an integral part of this statement.

F-4

DYNAMIC APPLICATIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (NOTE 2)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008,

AND CUMULATIVE FROM INCEPTION (MARCH 7, 2008)

THROUGH SEPTEMBER 30, 2009

(Unaudited)

	Nine Months Ended						Cumulative
	September 30,						From
	2009			2008			Inception
	(Unaudited)			(Unaudited)			(Unaudited)
Operating Activities:
Net (loss)	$	(210,507	)	$	(31,731	)	$	(300,292	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Amortization		2,805			1,870			5,610
Changes in net assets and liabilities-
Prepaid expenses		12,500			-			(7,500	)
Accounts payable and accrued liabilities		(500	)		15,000			16,500

Net Cash Used in Operating Activities		(195,702	)		(14,861	)		(285,682	)

Investing Activities:
Acquisition and costs of patent		-			(18,700	)		(18,700	)

Net Cash Used in Investing Activities		-			(18,700	)		(18,700	)

Financing Activities:
Common stock issued		52,150			60,300			292,450
Loans from related parties - directors and stockholders		11,700			3,950			12,000

Net Cash Provided by Financing Activities		63,850			64,250			304,450

Net (Decrease) Increase in Cash		(131,852	)		30,689			68

Cash - Beginning of Period		131,920			-			-

Cash - End of Period	$	68		$	30,689		$	68

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

The accompanying notes to financial statements are

an integral part of these statements.

F-5

DYNAMIC APPLICATIONS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies

Basis of Presentation and Organization

Dynamic Applications Corp. (“Dynamic Applications” or the “Company”) is a Delaware corporation in the development stage and has not commenced operations. The Company was incorporated under the laws of the State of Delaware on March 7, 2008. The Company has changed its business plan and is now planning to focus its activities in the clean tech industry and is considering various initiatives. The accompanying financial statements of Dynamic Applications were prepared from the accounts of the Company under the accrual basis of accounting.

Unaudited Interim Financial Statements

The interim financial statements of the Company as of September 30, 2009, and for the periods ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2009, and the results of its operations and its cash flows for the periods ended September 30, 2009, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2009. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2008, filed with the SEC, for additional information, including significant accounting policies.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition

The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended September 30, 2009.

Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income Taxes (“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

F-6

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of September 30, 2009, the carrying value of accrued liabilities, and loans from directors and stockholders approximated fair value due to the short-term nature and maturity of these instruments.

Patent and Intellectual Property

The Company capitalizes the costs associated with obtaining a Patent or other intellectual property associated with its intended business plan. Such costs are amortized over the estimated useful lives of the related assets.

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. For the period ended September 30, 2009, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are expensed as incurred.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of September 30, 2009, and expenses for the period ended September 30, 2009, and cumulative from inception. Actual results could differ from those estimates made by management.

F-7

Subsequent events

The Company evaluated events occurring between the balance sheet date and October 30 , 2009 , the date the financial statements were issued.

Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company does not expect that the adoption of this standard will have a material impact on the Company's financial statements.

In June 2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with variable interest entities and to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. SFAS 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company does not expect that the adoption of this standard will have a material impact on the Company's financial statements.

In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS 168. All other accounting literature not included in the Codification is non-authoritative. The Company does not expect that the adoption of this standard will have a material impact on the Company's financial statements.

On May 28, 2009, the Financial Accounting Standards Board issued Subsequent Events ("SFAS No. 165"). SFAS No. 165 provides guidance on management's assessment of subsequent events and requires additional disclosure about the timing of management's assessment of subsequent events. SFAS No. 165 does not significantly change the accounting requirements for the reporting of subsequent events. SFAS No. 165 is effective for interim or annual financial periods ending after June 15, 2009. The Company adopted SFAS No. 165 as of September 30, 2009.

In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009.

F-8

(2) Development Stage Activities and Going Concern

The Company is currently in the development stage, The Company has commenced activity in the carbon credit market.

The Company has completed a capital formation activity in accordance with a Registration Statement on Form S-1 submitted to the SEC to register and sell in a self-directed offering 6,000,000 (post forward stock split) shares of newly issued common stock at an offering price of $0.04 per share for proceeds of $80,000. The Company had incurred $20,000 of deferred offering costs related to this capital formation activity.

As of December 10, 2008 the Company raised $200,000 and issued 60,000,000 (post forward stock split) shares of its common stock pursuant to a private placement offering of 28,000,000 shares, at a purchase price of $0.01 per share. The Company received proceeds of $200,000. The Company incurred $20,000 of deferred offering costs related to this capital formation activity.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of September 30, 2009, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(3) Patent

In March 2008, the Company entered into a Patent Transfer and Sale Agreement whereby the Company acquired all of the rights, title and interest in the patent known as the “Electromagnetic percussion device” for consideration of $17,000 plus legal fees of $1,700. The United States Patent Application 5,497,555 was granted on March 12, 1996. Under the terms of the Patent Transfer and Sale Agreement, the Company was assigned rights to the patent free of any liens, claims, royalties, licenses, security interests or other encumbrances. The assignment of the patent was recorded at the U.S. Patent and Trademark Office on April 13, 2008. The cost of obtaining the patent ($17,000) and related legal fees ($1,700) have been capitalized by the Company. The historical cost of the Patent will be amortized over its remaining useful life, which is estimated to be 5 years.

(4) Loans from Related Parties - Directors and Stockholders

As of September 30, 2009, loans from directors and stockholders amounted to $12,000 and represented working capital advances from Directors who are also stockholders of the Company. The loans are unsecured, non-interest bearing, and due on demand.

(5) Common Stock

On March 17, 2008, the Company issued 9,000,000 (post forward stock split) shares of its common stock to two individuals who are Directors and officers for proceeds of $300.

The Company has completed a capital formation activity in accordance with a Registration Statement on Form S-1 submitted to the SEC to register and sell in a self-directed offering 6,000,000 (post forward stock split) shares of newly issued common stock at an offering price of $0.04 per share for proceeds of $80,000. The Registration Statement on Form S-1 was filed with the SEC on May 6, 2008 and declared effective on May 15, 2008. The Company had incurred $20,000 of deferred offering costs related to this capital formation activity.

F-9

On February 5, 2009, the Company implemented a 3 for 1 forward stock split on its issued and outstanding shares of common stock to the holders of record as of February 5, 2009. As a result of the split, each holder of record on the record date automatically received two additional shares of the Company’s common stock. After the split, the number of shares of common stock issued and outstanding were 86,145,000 shares. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.

On August 9, 2009, the Company agreed to issue to each of Messrs. Palas, Keshet and Weinberg 7,178,750 shares of the common stock of the Company, which constituted an aggregate total of 21,538,250 of such shares in connection with the execution of a Cooperation and Partnership Agreement with GBH, pursuant to which, among other things, GBH agreed to contribute, convey, assign and transfer to the Company all of GBH's rights title and interest in specified carbon credit projects.These share issuances are subject to the prior finalization and approval of a stock plan relating to the common stock under applicable Israeli law by the Company and/or its Israeli subsidiary, which finalization and approval remains pending.

On September 16, 2009, the Company raised $15,000 and issued 300,000 (post forward stock split) shares of its common stock pursuant to a private placement offering, at a purchase price of $0.05 per share.

On October 13, 2009 Dynamic Applications Corp. entered into an amendment to the Executive Employment Agreement between the Company and Mr. Asher Zwebner, the Company's chief financial officer. Under the Amendment, Mr. Zwebner's term of employment is extended until October 31, 2010 and in lieu of the existing employment compensation set forth in the employment agreement, Mr. Zwebner will be entitled to receive 500,000 shares of common stock in the Company. This restricted stock vests in 12 equal monthly installments at the end of each month beginning in October 1, 2009 for so long as Mr. Zwebner has not been terminated or ceases employment with the Company.

(6) Income Taxes

The provision (benefit) for income taxes for the period ended September 30, 2009 and 2008, was as follows (assuming a 23% effective tax rate):

	2009			2008

Current Tax Provision:
Federal-
Taxable income	$	-		$	-

Total current tax provision	$	-		$	-

Deferred Tax Provision:
Federal-
Loss carryforwards	$	48,417		$	7,298
Change in valuation allowance		(48,417	)		(7,298	)

Total deferred tax provision	$	-		$	-

The Company had deferred income tax assets as of September 30, 2009 and December 31, 2008, as follows:

	2009			2008

Loss carryforwards	$	69,067		$	20,651
Less - Valuation allowance		(69,067	)		(20,651	)

Total net deferred tax assets	$	-		$	-

The Company provided a valuation allowance equal to the deferred income tax assets for the period ended September 30, 2009, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of September 30, 2009, the Company had approximately $300,292 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and which expire through the year 2029.

(7) Related Party Transactions

As described in Note 4, as of September 30, 2009, the Company owed $12,000 to Directors, officers, and principal stockholders of the Company for working capital loans.

F-10

As described in Note 5, on March 17, 2008, the Company issued 9,000,000 (post forward stock split) shares of its common stock to Directors and officers for proceeds of $300.

Effective February 1, 2009, Dynamic Applications entered into a consulting agreement with Go Alfa Ltd. and designating Eli Gonen, one of the Company's directors, as the person to perform the services on behalf of Go Alfa Ltd. The term of the agreement is from the commencement of Mr. Gonen's/Go Alfa's services to the Company and until ninety days after either the Company or Mr. Goore provide notice of termination (unless a longer period is specified in such notice or upon immediate termination by the Company "for cause"). This consulting agreement provides for a monthly fee of $5,000 from the commencement of the agreement until July 31. As of August 1, the monthly fee is $8,000 per month. Mr Gonen is entitled to receive an aggregate amount of 6 million ordinary shares of the Company. These shares shall vest in four equal annual installments, commencing as of the consummation of 12 months from May 1, 2009 provided that on each vesting date the agreement with Go Alfa is still in effect.

(8) Commitments

Effective on November 1, 2008, the Company entered into an Executive Employment Agreement with Mr. Asher Zwebner (“Zwebner Agreement”), which engaged Mr. Zwebner as its Chief Financial Officer who will perform the operational and financial management of the Company. Pursuant to the Agreement, Mr. Zwebner will receive $2,000 per month during the one-year term, commencing on November 1, 2008 and ending on October 31, 2009. If the Agreement is terminated for any reason by either party during the term, Mr. Zwebner will be entitled to the base salary as if the Agreement expired at the end of the one year term. On October 13, 2009 Dynamic Applications Corp. entered into an amendment to the Executive Employment Agreement between the Company and Mr. Asher Zwebner, the Company's chief financial officer. Under the Amendment, Mr. Zwebner's term of employment is extended until October 31, 2010 and in lieu of the existing employment compensation set forth in the employment agreement, Mr. Zwebner will be entitled to receive 500,000 shares of common stock in the Company. This restricted stock vests in 12 equal monthly installments at the end of each month beginning in October 1, 2009 for so long as Mr. Zwebner has not been terminated or ceases employment with the Company.

In addition to his monthly salary, Mr. Zwebner is entitled to receive prompt reimbursements for all normal and reasonable expenses incurred while performing services as Chief Financial Officer of the Company. Effective February 1, 2009, Dynamic Applications entered into a consulting agreement with Go Alfa Ltd. and designating Eli Gonen, one of the Company's directors, as the person to perform the services on behalf of Go Alfa Ltd. The term of the agreement is from the commencement of Mr. Gonen's/Go Alfa's services to the Company and until ninety days after either the Company or Mr. Goore provide notice of termination (unless a longer period is specified in such notice or upon immediate termination by the Company "for cause"). This consulting agreement provides for a monthly fee of $5,000 from the commencement of the agreement until July 31. As of August 1, the monthly fee is $8,000 per month. Mr Gonen is entitled to receive an aggregate amount of 6 million ordinary shares of the Company. These shares shall vest in four equal annual installments, commencing as of the consummation of 12 months from May 1, 2009 provided that on each vesting date the agreement with Go Alfa is still in effect.

On June 9, 2009, Dynamic Applications Corp. (“Dynamic” or the "Company") entered into a management services agreement with Ori Goore, Dynamic’s principal executive officer and director. The agreement is dated as of June 9, 2009. The term of the agreement is from the commencement of Mr. Goore's services to the Company on March 1, 2009 until ninety days after either the Company or Mr. Goore provide notice of termination (unless a longer period is specified in such notice or upon immediate termination by the Company "for cause").

Mr. Goore’s agreement provides for a monthly salary of approximately $10,000 (35,639 New Israeli Shekels per month plus value added tax), an annual bonus equal to 5% of the annual profits of the Company above $1 million and reimbursement of specified expenses. Mr. Goore is also entitled to receive restricted common stock of the Company, which will vest in 1,722,900 share increments each 12 month period following the commencement of his employment, during a four year period. The agreement provides, in the event of a termination after 12 months of service to the Company, Mr. Goore will receive the monthly salary for each year of service including fractions thereof for service for less than the full year. The agreement also provides for Mr. Goore to receive any unpaid bonus awarded for the year prior to termination. The agreement imposes obligations on Mr. Goore relating to non-competition.

On August 9, 2009, the Company entered into a Cooperation and Partnership Agreement with Green Biofuels Holding Ltd., or GBH, an Israeli corporation. Under this agreement GBH agreed to contribute, convey, assign and transfer all of GBH's rights title and interest in specified Carbon Reduction Projects. As compensation, the Company agreed to pay GBH a compensation payment of 3% of the first six years of total gross income derived from an accepted project, from income paid to Dynamic or to any third party recruited by Dynamic to participate in such project or to any of its affiliated companies. The payment will apply only when the total gross income derived from the accepted project reaches 1 million Euros for the first time.

The Company further agreed to arrange financing of 44,000 Euro for a Fuxin Project by August 19, 2009, and 26,000 Euro for a coal mine and two projects in the Ukraine and Kazakhstan by August 27, 2009. In addition, the Company agreed to provide further financing for the benefit of these aforesaid projects in the amount of 100,000 Euro up until September 15, 2009 and 110,000 Euro up until October 1, 2009. The Company has not as of yet arranged for these financings but however is continuing to seek such financings thru the issuance of debt and/or equity securities whereby the agreements with GBH are still in effect and the delay on the financing has not had an adverse affect on the agreements.

(9) Concentration of Credit Risk

The Company’s cash and cash equivalents are invested in a major bank in Israel and are not insured. Management believes that the financial institution that holds the Company’s investments is financially sound and accordingly, minimal credit risk exists with respect to these investments.

F-11

Item 2. Management’s Discussion and Analysis or Plan of Operations.

As used in this Form 10-Q, references to the “Dynamic Applications,” Company,” “we,” “our” or “us” refer to Dynamic Applications Corp. unless the context otherwise indicates.

Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

For a description of such risks and uncertainties refer to our Registration Statement on Form S-1 and Form 10-K, filed with the Securities and Exchange Commission on May 6, 2008 and January 26, 2009, respectively. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Overview

We were incorporated in Delaware on March 7, 2008 and are a development stage company. Since inception we have had limited operations. On March 27, 2008, we entered into an exclusive worldwide patent sale agreement (the "Patent Transfer and Sale Agreement ") with Appelfeld Zer Fisher, in relation to a patented technology (Patent Number: 5497555). The technology presents the design and development of an electromagnetic percussion machine whose striking piston is made of a single monolithic block of material and which is, as result, more durable and rugged than heretofore comparable device in exchange for a commitment to pay Appelfeld Zer Fisher US $17,000 (Seventeen thousand United States Dollars), according to the condition specified in the Patent Transfer and Sale Agreement related to the Patent Number: 5497555.

The Company has currently ceased to pursue the development of the patent.

On March 23, the Company announced that it is exploring an emerging opportunity in the clean technology industry and is considering various other initiatives. The Company believes that the clean technology industry can play a major role in providing solutions to some of the most acute challenges the world faces today. By entering the clean technology industry, The Company intends to contribute to both improving world environmental conditions and creating value for its shareholders.

Change in Management

NONE

Forward Stock Split

Effective as of February 5, 2009, the Company implemented a 3 to 1 forward stock split of its issued and outstanding shares of common stock. Pursuant to the split, the 27,715,000 shares of common stock issued and outstanding prior to said date were increased to 86,145,000 shares. The payment date was on February 12, 2009. On such date, 2 additional shares were mailed to the shareholders without any further action on the part of the shareholders.

Plan of Operations

We were incorporated in Delaware on March 7, 2008 and are a development stage company. Since inception we have had limited operations.

On March 23, 2009, the Company announced that it is exploring an emerging opportunity in the clean technology industry and is considering various other initiatives. The Company believes that the clean technology industry can play a major role in providing solutions to some of the most acute challenges the world faces today. By entering the clean technology industry, the Company intends to contribute to both improving world environmental conditions and creating value for its shareholders. The Company's current focus in the clean technology industry include activity in the carbon credit markets. The Company has also started an initiative regarding the industrial application of the Kenaf crop and completed a market research of the Kenaf market in China.

On June 10, 2009, the Company announced it had started initial negotiation discussions with coal mines in China for the purpose of tailoring a carbon credit deal. On August 9, 2009, the Company entered into a Cooperation and Partnership Agreement with Green Biofuels Holding Ltd., or GBH, an Israeli corporation. Under this agreement GBH agreed to contribute, convey, assign and transfer all of GBH's rights title and interest in specified carbon credit projects. The Company has been in the process of developing and arranging financing for the development of these projects.

Going Concern Consideration

The Company is a development stage company and has not commenced planned principal operations. The Company had no revenues and incurred a net loss of $172,897 for the six months ended June 30, 2009, and a net loss of $84,733 for the three months then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements for the period ending December 31, 2008, contain additional note disclosures describing the circumstances that lead to this disclosure by our registered independent auditors.

Liquidity and Capital Resources

As of September 30 , 2009, we had $68 in cash and incurred net losses of $210,507 during the period ending September 30 , 2009.

The Company does not believe that its available funds will be sufficient to fund its expenses over the next 12 months. There can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements, or understandings with any person to obtain funds through bank loans, lines of credit, or any other sources other than advances from certain shareholders for working capital purposes. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company. The Company is however seeking additional equity financing from certain financial institutions to enable its continuance with its proposed business plan.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 4 Controls and Procedures.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officers have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive officer and principal financial and accounting officers.

Item 4(T) Controls and Procedures.

There have been no changes in the Company’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 Company’s last fiscal quarter that has materially affected, or is reasonable likely to materially affect, the Company internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The Company issued 300,000 shares of restricted common stock ( post forward 1-3 split ) in exchange of $15,000 during the nine months ended September 30 2009 .

Purchases of equity securities by the issuer and affiliated purchasers

None.

Use of Proceeds

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

There was no matter submitted to a vote of security holders during the nine months ended September 30, 2009.

Item 5. Other Information.

None

Item 6. Exhibits

Exhibit No.		Description
31.1		Rule 13a-14(a)/15d14(a) Certifications of Ori Goore, Chief Executive Officer and Director (attached hereto)

31.2		Rule 13a-14(a)/15d14(a) Certifications of Asher Zwebner, Chief Financial Officer and Director(attached hereto)

32.1		Section 1350 Certifications of Ori Goore, Chief Executive Officer and Director(attached hereto)

32.2		Section 1350 Certifications of Asher Zwebner, Chief Financial Officer and Director(attached hereto)

SIGNATURES

In accordance with to requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DYNAMIC APPLICATIONS CORP .

Dated: November 5, 2009	By:	/s/ Ori Goore,
	Name:	Ori Goore
	Title:	Chief Executive Officer and Director (Principal Executive Officer)

	By:	/s/ Asher Zwebner
	Name:	Asher Zwebner
	Title:	Chief Financial Officer and Director
		(Principal Financial and Accounting
		Officer)