Annual Statements Open main menu

OWC Pharmaceutical Research Corp. - Quarter Report: 2009 June (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 June 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  July 31  2009 there were 86,145,000 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
 

 
2

 
 
PART I
FINANCIAL INFORMATION

Item 1. Financial Statements.
 
DYNAMIC APPLICATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
 
INDEX TO FINANCIAL STATEMENTS
JUNE 30, 2009
 
Financial Statements-
     
       
Balance Sheets as of June 30, 2009 and December 31, 2008
    F-2  
         
Statements of Operations for the Three Months and Six Months Ended
       
June 30, 2009 and 2008, and Cumulative from Inception
    F-3  
         
Statement of Stockholders’ Equity for the Period from Inception
       
Through June 30, 2009
    F-4  
         
Statements of Cash Flows for the Six Months Ended June 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 JUNE 30, 2009 AND DECEMBER 31, 2008
 
   
As of
   
As of
 
   
June 30,
   
December 31,
 
   
2009
   
2008
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
Current Assets:
           
Cash
  $ 14,243     $ 131,920  
Prepaid expenses
    9,500       20,000  
                 
Total current assets
    23,743       151,920  
                 
Other Assets:
               
Patent, net of accumulated amortization $4,675 and $2,805, respectively
    14,025       15,895  
                 
Total other assets
    14,025       15,895  
                 
Total Assets
  $ 37,768     $ 167,815  
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
               
                 
Current Liabilities:
               
Accounts payable and accrued liabilities
  $ 23,000     $ 17,000  
Loans from related parties - directors and stockholders  
    -       300  
                 
Total current liabilities
    23,000       17,300  
                 
Total liabilities
    23,000       17,300  
                 
Commitments and Contingencies
               
                 
Stockholders' Equity:
               
Common stock, par value $.0001 per share, 200,000,000 shares authorized; 86,145,000 and 75,000,000 shares issued and outstanding, respectively
    8,615       7,500  
Additional paid-in capital
    269,435       233,400  
Discount on common stock
    (600 )     (600 )
(Deficit) accumulated during the development stage
    (262,682 )     (89,785 )
                 
Total stockholders' equity
    14,768       150,515  
                 
Total Liabilities and Stockholders' Equity
  $ 37,768     $ 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 SIX MONTHS ENDED JUNE 30, 2009 AND 2008,
AND CUMULATIVE FROM INCEPTION (MARCH 7, 2008)
THROUGH JUNE 30, 2009
(Unaudited)
 
   
Three Months Ended
   
Six Months Ended
   
Cumulative
 
   
June 30,
   
June 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
    14,430       16,520       43,105       18,270       94,112  
Consulting
    23,056       -       25,056       -       49,625  
Officer's compensation
    43,015       -       52,035       -       56,035  
Amortization
    935       935       1,870       935       4,675  
Legal - incorporation
    -       -       -       2,050       2,050  
Other
    3,337       370       4,877       370       6,184  
                                         
Total general and administrative expenses
    84,773       17,825       171,943       21,625       257,681  
                                         
(Loss) from Operations
    (84,773 )     (17,825 )     (171,943 )     (21,625 )     (257,681 )
                                         
Other Income (Expense)
    -       -       (954 )     -       (5,001 )
                                         
Provision for income taxes
    -       -       -       -       -  
                                         
Net (Loss)
  $ (84,773 )   $ (17,825 )   $ (172,897 )   $ (21,625 )   $ (262,682 )
                                         
(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
    86,145,000       9,000,000       84,482,486       8,224,137          
 
The accompanying notes to financial statements are
an integral part of these statements.

 
F-3

 

DYNAMIC APPLICATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (MARCH 7, 2008)
THROUGH JUNE 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  
                                                 
Net (loss) for the period
    -       -       -       -       (172,897 )     (172,897 )
                                                 
Balance - June 30, 2009
    86,145,000     $ 8,615     $ 269,435     $ (600 )   $ (262,682 )   $ 14,768  

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 SIX MONTHS ENDED JUNE 30, 2009 AND 2008,
AND CUMULATIVE FROM INCEPTION (MARCH 7, 2008)
THROUGH JUNE 30, 2009
(Unaudited)

   
Six Months Ended
   
Cumulative
 
   
June 30,
   
From
 
   
2009
   
2008
   
Inception
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
Operating Activities:
                 
Net (loss)
  $ (172,897 )   $ (21,625 )   $ (262,682 )
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
                       
Amortization
    1,870       935       4,675  
Changes in net assets and liabilities-
                       
Prepaid expenses
    10,500       -       (9,500 )
Accounts payable and accrued liabilities
    6,000       9,320       23,000  
                         
Net Cash Used in Operating Activities
    (154,527 )     (11,370 )     (244,507 )
                         
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
    37,150       300       277,450  
Loans from related parties - directors and stockholders
    (300 )     30,200       -  
                         
Net Cash Provided by Financing Activities
    36,850       30,500       277,450  
                         
Net (Decrease) Increase in Cash
    (117,677 )     430       14,243  
                         
Cash - Beginning of Period
    131,920       -       -  
                         
Cash - End of Period
  $ 14,243     $ 430     $ 14,243  
                         
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 June 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 June 30, 2009, and the results of its operations and its cash flows for the periods ended June 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 June 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

 

DYNAMIC APPLICATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

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 June 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 June 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.

 
F-7

 

DYNAMIC APPLICATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

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 June 30, 2009, and expenses for the period ended June 30, 2009, and cumulative from inception. Actual results could differ from those estimates made by management.
 
Recent Accounting Pronouncements
 
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.  The Company does not expect that the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operations.

In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active.  FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued.  The adoption of FSP FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.”  This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities.  This FSP is effective beginning with the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged.  The Company adopted this FSP effective January 1, 2009.  The adoption of the FSP had no impact on the Company’s results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”).  FSP FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157.  Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009.  The Company does not expect that the adoption of FSP FAS 132(R)-1 will have a material impact on its financial condition or results of operations.

In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments of Liabilities,” and  FASB  Interpretation 46 (revised December 2003), “Consolidation of  Variable  Interest Entities − an interpretation of ARB  No. 51,” as well as other modifications.  While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements.  The changes would be effective March 1, 2010, on a prospective basis.

 
F-8

 

DYNAMIC APPLICATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The Company is not required to adopt FSP EITF 03-6-1; nor does the Company believe that FSP EITF 03-6-1 would have material effect on its financial position and results of operations if adopted.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. SFAS No. 161 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

 In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

 
F-9

 


DYNAMIC APPLICATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.  This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements.  It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

(2)  Development Stage Activities and Going Concern

The Company is currently in the development stage, and has no operations. The Company is planning to focus its activities in the clean tech industry and is considering various initiatives.

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 June 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.

 
F-10

 

DYNAMIC APPLICATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

(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 December 31, 2008, loans from directors and stockholders amounted to $300 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. These loans were paid back to the related parties through June 30, 2009. 

(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.

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.

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 are 86,145,000 shares. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.

 
F-11

 

DYNAMIC APPLICATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

(6)  Income Taxes

The provision (benefit) for income taxes for the period ended June 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
  $ 39,766     $ 4,974  
Change in valuation allowance
    (39,766 )     (4,974 )
                 
Total deferred tax provision
  $ -     $ -  

The Company had deferred income tax assets as of June 30, 2009 and December 31, 2008, as follows:
   
2009
   
2008
 
             
Loss carryforwards
  $ 60,417     $ 20,651  
Less - Valuation allowance
    (60,417 )     (20,651 )
                 
Total net deferred tax assets
  $ -     $ -  

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

As of June 30, 2009, the Company had approximately $262,682 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 June 30, 2009, there were no loans owed to Directors, officers, and principal stockholders of the Company for working capital loans.

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. 

 
F-12

 

DYNAMIC APPLICATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

(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.

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.

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.

(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-13

 
 
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.
 
3

 
 
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

On February 2, 2009, Amir Elbaz resigned from his positions as President and Chief Executive Officer of the Company effective as of such date. On February 2, 2009, Eliran Almog resigned from his position as director of the Company. Simultaneously with the acceptance of the Messrs. Elbaz and Almog’s resignations, the Board of Directors of the Company appointed Ori Goore as the Chief Executive Officer and a director of the Company, to serve at the discretion of the Board, until his successor is duly appointed and qualified.

The Board of Directors also appointed Eli Gonen as Chairman and a director of the Company, to serve at the discretion of the Board, until his successor is duly appointed and qualified, and Asher Zwebner, the current Chief Financial Officer of the Company, as a director as well.

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

In order to fully evaluate the emerging opportunity in the clean technology industry, the Company has investigated the market potential for the Kenaf crop. The Kenaf crop, originated in Africa (USDA web site). It is a natural green row material that grows much faster than comparable crops and offers a broad range of environmental advantages, including the extraordinary capacity to absorb and store huge quantities of CO2 – the most abundant global warming gas, thus providing a substantial mean to cope with global warming (MNN web site).

Traditionally, the Kenaf crop has been used for the production of ropes, bags and similar products. However, in recent years a wide range of new applications have emerged, with Kenaf proving to be an excellent source of pulp for paper production (vision paper - web site). According to public sources a growing number of paper related companies wishing to use environmental friendly row materials are shifting to Kenaf.

 
4

 

Kenaf is also used as a green raw material for the bioplastic industry and has been used extensively in the auto industry by companies like Toyota (Toyota web site) and others.
Kenaf is also used by electronic companies such as NEC, Panasonic (NEC and Panasonic web sites) and others.
 
The Company has decided to enter the carbon credit market. Under the Kyoto protocol recognized by the US greenhouse, gases that are emitted from various sources, eg, land fields, coal mines, can be traded in the free market, whereby our Company sees a great potential in this growing market and is seeking to capture a share in the related industry.
 
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 2,000,000 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.  
 
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 June 30, 2009, we had $14,243 in cash and incurred net losses of $172,897 during the period ending June 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.

 
5

 

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.

As of the end of the period covered by this report,  we conducted an evaluation, under the supervision and with the  participation of our Chief Executive Officer and Chief  Financial  Officer,  of our  disclosure  controls and  procedures (as defined in Rules  13a-15(e)  and  15d-15(e)  under the 1934 Act).  Based on this evaluation,  the Chief Executive Officer and Chief Financial  Officer concluded that our  disclosure  controls  and  procedures  are  effective  to ensure  that information  required to be  disclosed  by us in reports  that we file or submit under the 1934 Act is recorded,  processed,  summarized and reported  within the time periods  specified in the  Securities  and  Exchange  Commission  rules and forms.

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.

 
6

 

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

The Company issued 11,145,000 shares of restricted common stock ( post forward 1-3 split ) in exchange of $37,150 during the six months ended June 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 six months  ended June 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)

 
7

 

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: July 31, 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)

 
8