Attached files

file filename
EX-31.1 - EXHIBIT 31.1 - DYNAMIC VENTURES CORP.exhibit31-1.htm
EX-32.1 - EXHIBIT 32.1 - DYNAMIC VENTURES CORP.exhibit32-1.htm
EX-31.2 - EXHIBIT 31.2 - DYNAMIC VENTURES CORP.exhibit31-2.htm
EX-32.2 - EXHIBIT 32.2 - DYNAMIC VENTURES CORP.exhibit32-2.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A

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

For the quarterly period ended June 30, 2012

OR

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from  ____________ to ____________

Commission File Number: 000-54340

DYNAMIC VENTURES CORP.
(Name of small business issuer in its charter)

Delaware
 
46-0521574
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification Number)
     
8776 E Shea Blvd.
   
Suite B3A-615, Scottsdale, AZ
 
85260
(Address of principal executive offices)
 
(Zip Code)

(480) 968-0207
Registrant’s telephone number, including area code


Indicate by check mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   x       No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, a non-accelerated file, or a smaller reporting company.  See the 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 August 9, 2012, the registrant had 58,804,127 shares of common stock outstanding.
 
 
 
Page - 1

 
 

DYNAMIC VENTURES CORP.
 
FORM 10-Q

TABLE OF CONTENTS

     
Page
 
PART I.—FINANCIAL INFORMATION
   
Item 1.
Financial Statements
   
 
Unaudited Condensed Consolidated Balance Sheet as of June 30, 2012 and Condensed Consolidated Balance Sheet as of December 31, 2011 
 
4
 
Unaudited Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2012 and 2011 and the Six Months Ended June 30, 2012 and 2011
 
5
 
Unaudited Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2012 and 2011
 
6
 
Unaudited Condensed  Consolidated Statement of Changes in Equity (Deficit) for the Six Months Ended June 30, 2012
 
7
Item 2.
Management’s Discussion and Analysis of Financial Information and Results of Operations
 
  18
Item 3.
Quantitative and Qualitative Disclosures About Market Risks
 
  22
Item 4.
Controls and Procedures
 
  22
       
 
PART II—OTHER INFORMATION
   
Item 1.
Legal Proceedings
 
  22
Item 1A.
Risk Factors
 
  22
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
  22
Item 3.
Defaults Upon Senior Securities
 
  23
Item 4.
Mine Safety Disclosures
 
  23
Item 5.
Other Information
 
  23
Item 6.
Exhibits
 
  23
SIGNATURE
    24
     

 

 
 
Page - 2

 

 
Explanatory Note
 
This Amendment to the Form 10Q for quarter ending June 30, 2012 is being filed to include disclosure regarding a subsequent litigation event that was inadvertently omitted from the prior filing.
 
 
 
Page - 3

 
 

PART I.—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


               
 
DYNAMIC VENTURES CORP AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
           
               
               
     
June 30,
   
December 31,
 
     
2012
   
2011
 
     
unaudited
   
audited
 
 
ASSETS
           
Current Assets:
             
Cash and cash equivalents
   
$
385,136
   
$
539,933
 
Accounts receivable, net
     
4,372,588
     
2,197,742
 
Inventory
     
4,821
     
9,422
 
Prepaid job costs
     
-
     
34,108
 
Contract in process
     
37,632
     
-
 
Deferred loan fees
     
303,993
     
110,638
 
Prepaid and other current assets
     
15,530
     
16,745
 
Total current assets
     
5,119,700
     
2,908,588
 
Deferred equity costs
     
160,000
     
160,000
 
Property and Equipment, net
     
75,984
     
80,148
 
Total Assets
   
$
5,355,684
   
$
3,148,736
 
                   
 
  LIABILITIES AND EQUITY (DEFICIT)
               
Current Liabilities:
                 
Accounts payable
   
$
4,385,071
   
$
2,491,520
 
Customer deposits
     
359,322
     
350,000
 
Accrued liabilities
     
33,147
     
29,395
 
Debenture payable
     
770,833
     
291,667
 
Note payable maturities within one year
     
100,000
     
100,000
 
Note payable – related party
     
303,442
     
303,442
 
Shares settled financing fees
     
375,000
     
200,000
 
       
-
         
Total current liabilities
     
6,326,815
     
3,766,024
 
                   
                   
Commitments and contingencies
     
-
     
-
 
                   
                   
Total Liabilities
     
6,326,815
     
3,766,024
 
                   
                   
Equity ( Deficit ):
                 
                   
Common stock, 0.0001 par value, 190,000,000 and 200,000,000 shares authorized at June 30, 2012 and December 31, 2011, respectively, 58,804,127  and 55,622,117 shares issued and outstanding at June 30,2012 and December 31, 2011, respectively
     
5,467
     
5,163
 
Preferred Stock, 0.0001 par value, 10,000,000 and 0 shares authorized at June 30, 2012 and December 31, 2011, respectively and 0 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively
     
-
     
-
 
Additional paid-in capital
     
603,586
     
214,764
 
Accumulated (deficit)
     
(1,580,184
)
   
(837,215
)
Total ( deficit )
     
(971,131
)
   
(617,288
)
Total Liabilities and Equity (Deficit )
   
$
5,355,684
   
$
3,148,736
 
                   
                   
The accompanying notes to financial statements are an integral part of these statements.
 
 
 
 
Page - 4

 
 

 
DYNAMIC VENTURES CORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
( unaudited )
       
                         
                         
   
For the Three Months Ended
   
For the Six Months Ended
 
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
REVENUE:
                       
  Contract revenue
 
$
4,588,340
   
$
1,039,990
   
$
8,854,588
   
$
1,317,101
 
    Total revenue
   
4,588,340
     
1,039,990
     
8,854,588
     
1,317,101
 
                                 
COST OF REVENUE:
                               
     Cost of contract revenue
   
4,327,595
     
961,639
     
8,314,375
     
1,130,051
 
          Total cost of revenue
   
432,7595
     
961,639
     
8,314,375
     
1,130,051
 
                                 
GROSS MARGIN
   
260,745
     
78,351
     
540,213
     
187,050
 
                                 
OPERATING COSTS:
                               
     General and administrative
   
424,049
     
278,663
     
866,860
     
490,505
 
     Depreciation and amortization
   
2,082
     
-
     
4,164
     
-
 
          Total operating expenses
   
426,131
     
278,663
     
871,024
     
490,505
 
                                 
(LOSS) FROM OPERATIONS
   
(165,386
)
   
(200,312
)
   
(330,811
)
   
(303,455
)
                                 
OTHER INCOME (EXPENSE)
   
(348,141
)
   
(10,028
)
   
(412,158
)
   
(13,363
)
                                 
 (LOSS) BEFORE TAXES
   
(513,527
)
   
(210,340
)
   
(742,969
)
   
(316,818
)
     Income tax expense
   
-
     
-
     
-
     
-
 
                                 
NET INCOME (LOSS)
 
$
(513,527
)
 
$
(210,340
)
 
$
(742,969
)
 
$
(316,818
)
                                 
NET INCOME (LOSS) PER COMMON SHARE FROM
                               
 OPERATIONS:
                               
Basic & Diluted
 
$
(0.01
)
 
$
(0.00
)
 
$
(0.01
)
 
$
(0.01
)
                                 
                                 
                                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
                               
Basic & Diluted
   
57,049,133
     
50,029,670
     
56,335,625
     
50,014,917
 
                                 
 
The accompanying notes to financial statements are an integral part of these statements.

 
 
 
Page - 5

 


 
 
DYNAMIC VENTURES CORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
( unaudited )
 

               
For the Six Months Ended
               
June 30,
               
2012
 
2011
                     
                     
CASH FLOWS FROM ACTIVITIES:
               
 
Net income (loss)
           
 $  (742,969)
 
 $  (316,818)
 
Adjustments to reconcile net income (loss) to net cash
           
 
provided by (used in ) operating activities:
             
   
Depreciation and amortization
     
          4,164
 
           -
   
Amortization of deferred loan fees
   
      127,395
 
           -
   
Amortization of stock award agreement
   
          8,335
 
           -
   
Stock issued for financing fees
     
     227,717
 
           -
   
 
Stock issued for services
     
        28,074
 
         4,501
                 
   
Changes in operating assets and liabilities:
         
     
Accounts receivable
     
 ( 2,174,846)
 
    (239,563)
     
Inventory
       
         4,601
 
       4,892
     
Prepaid job costs
     
       34,108
 
    (55,880)
     
Contracts in process
     
     (37,632)
 
          138
     
Deferred loan fees
     
     (20,750)
 
          -
     
Prepaid expenses and other assets
 
        1,215
 
       6,903
     
Accounts payable
     
  1,893,551
 
   372,303
     
Deferred income
     
         -
 
     (5,400)
     
Royalty payable - contracts
   
         -
 
   (29,181)
     
Customer deposits
     
        9,322
 
   348,411
     
Accrued liabilities
     
        3,752
 
     12,009
                     
                                     Net cash provided by  (used  in) operating activities
   
   (633,963)
 
   102,315
                     
CASH FLOWS FROM INVESTING ACTIVITIES:
             
 
Purchases of property and equipment
       
        -
 
   (24,980)
                     
                                    Net cash  used in investing activities
     
        -
 
   (24,980)
                     
CASH FLOWS FROM FINANCING ACTIVITIES:
             
 
 
Proceeds from issuance of convertible debt
         
        -
 
  120,000
 
Proceeds from issuance of debenture
       
  750,000
 
        -
 
Payment on debenture principal
         
 (270,834)
 
        -
                     
                                    Net cash provided by financing activities
     
  479,166
 
  120,000
                                    Net increase (decrease) in cash and cash equivalents
   
 (154,797)
 
  197,335
                     
CASH AND CASH EQUIVALENTS, beginning of period
       
  539,933
 
 155,513
CASH AND CASH EQUIVALENTS, end of period
       
$385,136
 
$352,848
                     
                     
SUPPLEMENTAL CASH FLOW DISCLOSURE:
             
                     
 
Stock issued for services
         
 $   28,074
 
 $ 4,501
 
Stock issued for financing fees
       
 $ 227,717
 
 $     -
 
 
Stock to be settled for deferred loan fees
       
 $ 300,000
 
 $   -
 
Stock issued for deferred loan fees
           
 $ 125,000
 
$    -
 
Cash used for interest expense
         
 $  45,139
 
$    -
                     
The accompanying notes to financial statements are an integral part of these statements.
 
 
 
Page - 6

 

 

 
DYNAMIC VENTURES CORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ( DEFICIT )
For The Six Months Ended June 30, 2012
(unaudited)
 
       
                               
                               
   
Common Stock
                         
   
Shares
   
Value
   
Contributed Capital
   
Retained Earnings
   
Total
 
                               
                               
     December 31, 2011
   
51,620,479
   
$
5,163
   
$
214,764
   
$
( 837,215
)
 
$
(617,288
)
                                         
     Amortization of director's stock award agreement
                   
8,335
             
8,335
 
                                         
     Stock issued for services
   
325,000
     
32
     
28,042
             
28,074
 
     Stock issued for deferred loan fees
   
963,020
     
96
     
124,904
             
125,000
 
     Stock issued for financing fees
   
1,754,372
     
176
     
227,541
             
227,717
 
         Net loss for the six months ended
                                       
     June 30, 2012
                           
(742,969
)
   
(742,969
)
                                         
STOCKHOLDERS' EQUITY BALANCE as of
                                       
     June 30, 2012
   
54,662,871
   
$
5,467
   
$
603,586
   
$
(1,580,184
)
 
$
(971,131
)
                                         
The accompanying notes to financial statements are an integral part of these statements

 
 
Page - 7

 

 
DYNAMIC VENTURES CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 
OrganizationDynamic Ventures Corp. (the "Company") was incorporated in the State of Delaware on December 22, 2008. The Company initially intended to engage in the manufacturing and distribution of a non-powered toothbrush with longitudinal to lateral motion conversion.  This never materialized and the Company became a shell public company.
 
Bundled  Builder Solutions Inc. ("Bundled Builder" also "BBSI")  was incorporated  on August 29, 2008 under the laws of the state of Delaware.  Bundled Builder was formed to provide construction services through the combination of trade contractors and management integrated into one organization.  It acquired Floor Art, LLC ("Floor Art") and Builder Design Center, LLC ("BDC") in an asset purchase transaction effective March 31, 2010. These companies had common ownership and all significant intercompany accounts and transactions have been eliminated in presenting the combined results prior to the acquisition on March 31, 2010 and consolidated results after the acquisition on March 31, 2010.  Floor Art's primary business is installation of flooring. BDC develops software for use by builders and designers. Both subsidiaries have been in business for over five years.
 
Additionally, Bundled Builder provides construction management services and general contracting for residential and commercial construction for land owners throughout the United States and Native American communities
 
Bundled  Builder  also  provides  construction  management  for  engineered  systems  including  structured insulated panels' construction (SIPS) for commercial projects throughout the United States.
 
On October 25, 2011, the Company through its wholly owned subsidiary Bundled Builder Solutions, Inc. (BBSI) together with its unaffiliated joint venture partner, Builders Investment Group, LLC (BIG I), formed Builders Investment  Group  II, LLC (BIG II), an Arizona limited liability  company for the purposes of holding, owning,  protecting, maintaining, developing, enhancing, rehabilitating, and selling residential real estate. Each member of the LLC receives 50% of the profits or losses.  BIG II did not generate any revenue from inception through June 30, 2012.
 
On  August  2,  2010,  the  Company entered  into  a share  exchange  agreement  with BBSI  whereby  the Company  obtained  all of the issued and outstanding  shares of  BBSI,  in exchange  for the issuance  of 22,500,000  shares of common stock of the Company (originally 4,500,000 shares adjusted for a 5:1 stock split). The transaction resulted in BBSI becoming a wholly owned subsidiary of the Company.  As a result of the share exchange, the Company has carried on the business of BBSI as the primary business. Prior to the closing of the share exchange, there were no options or warrants to purchase shares of capital stock of the Company or BBSI outstanding.
 
On January 20, 2012 the Company received approval by written consent in lieu of a special meeting, of the holders of a majority of our common stock for (i) the Dynamic Ventures 2012 Stock Incentive Plan (the "2012 Stock Incentive Plan") which reserves 7,500,000 shares of common stock for grants that may be made under the 2012 Stock Incentive Plan and (ii) an amendment to our Certificate of Incorporation (the "Amendment") to authorize the creation of 10,000,000 of the Dynamic Ventures 200,000,000 authorized shares as "blank check" preferred stock to be designated in such series or classes as the board of directors of the Company shall determine.  See Schedule 14C Information Statement filed with the Securities and Exchange Commission on February 21, 2012.
 
Basis of Presentation  -While legally the Company acquired BBSI, for financial presentation purposes this  is  considered  a  "reverse  acquisition"  where  BBSI  is  considered  the  acquirer.  Therefore   the accompanying condensed consolidated financial statements include the activity for BBSI on a combined basis prior to March 31, 2010 and on a consolidated basis after that date.
 
The 2011 and the 2012 financial information including BIG II is reflected as consolidated.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and consequently do not include all disclosures normally required by U.S. generally accepted accounting principles.   However, in the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2012 and December 31, 2011, and the results of their operations for the three month and six month periods ended June 30, 2012 and June 30, 2011 and their cash flows for the six month periods ended June 30, 2012, and June 30, 2011, respectively.   These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2012. These condensed consolidated financial statements have been prepared on the assumption that the Company is a going concern, meaning the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.    Continuation as a going concern is dependent upon the Company’s ability to re-achieve profitable operations and generate funds from there, and/or raise equity capital or borrowings sufficient to meet current and future obligations which may take the next year to fully realize.  The Company plans to raise equity financings over the next twelve months to finance operations. There is no guarantee that the Company will be able to complete any of these objectives.
 
 
 
Page - 8

 
 
 
Certain information and note disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC.  These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011.
 
Principles  of Combination - The interim, condensed consolidated financial statements  include the  accounts of  the Company, its subsidiaries and BIG II.  There has been no activity in BIG II through June 30, 2012. All significant inter-company accounts and transactions have been eliminated in consolidation.
 
Fair Value -  The accounting framework for determining fair value includes a hierarchy for ranking the quality and reliability of the information used to measure fair value, which enables the reader of the financial statements to assess the inputs used to develop those measurements. The fair value hierarchy consists of three tiers as follows: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities and Level 3, defined as unobservable inputs that are not corroborated by market data.
 
We measure property, plant and equipment, at fair value on a nonrecurring basis.  No impairments on property, plant and equipment were taken during the period.  The Company’s financial instruments consist of notes and debenture payable and shares settled financing fees. The fair value of financial instruments is determined at Level 3 by using an income approach with a discount  factor of zero since the instruments are short term.
 
Use of Estimates - The  preparation of  financial  statements  in  conformity  with  accounting  principles generally  accepted  in  the  United  States  of  America  requires  management  to  make  estimates  and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from these estimates.
 
Cash and Cash  Equivalents - The Company considers  all highly-liquid  investments  purchased  with an original  maturity of three months or less on the purchase date to be cash equivalents.   Deposits at each institution are insured in limited amounts by the Federal Deposit Insurance Corporation (FDIC). At times, cash and cash equivalents may exceed amounts insured by the FDIC
 
Valuation of Accounts Receivable -The Company accrues for revenue based on the completion of work. Billings are due within 30 days.  Accounts receivable are reviewed to determine which are doubtful of collection.  In making the determination of the appropriate allowance for doubtful accounts, the Company considers specific accounts, analysis of accounts receivable agings, changes in customer payment terms, historical  write-offs,  changes  in customer  demand  and  relationships,  concentrations  of  credit risk  and customer  credit  worthiness.   The allowance  for  doubtful  accounts  totaled  $8,250  at June 30, 2012 and $8,250 at December 31, 2011.  No accounts were written off against the allowance for doubtful accounts during the three month and six month periods ended June 30, 2012. Accounts totaling $26,750 were written off against the allowance for doubtful accounts during the year ended December 31, 2011.  See Notes 9 and 10 below.
 
Property and EquipmentProperty and equipment are stated at cost and depreciated using the straight-line method over estimated useful lives of three to seven years.  Upon retirement or sale, the costs of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized.  Repairs and maintenance charges are expensed as incurred. The Company recorded $2,082 and $0 of depreciation for the three months ended June 30, 2012 and 2011, respectively.  The Company recorded $4,164 and $0 of depreciation for the six months ended June 30, 2012 and 2011, respectively.
 
InventoryInventory consists of carpet and carpet pad which are valued at the lower of cost or market. There was no allowance for inventory obsolescence at June 30, 2012 and December 31, 2011.
 
 
 
Page - 9

 

 
Long-Lived AssetsThe Company evaluates potential impairment of long-lived assets, in accordance with Financial  Accounting  Standards   Board  (FASB)  Accounting  Standards   Codification  (ASC)  360-10, Accounting for the Impairment or Disposal of Long-Lived Assets , which requires the Company to (a) recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and (b) measure an impairment loss as the difference between the carrying amount and fair value of the asset. The Company believes that long-lived assets in the accompanying balance sheets are appropriately valued at June 30, 2012 and December 31, 2011, and no impairment has been recorded for the three month or six month periods ended June 30, 2012 and 2011.
 
Revenue Recognition - The Company derives revenue from BBSI and its subsidiaries for their specific line of business.
 
The Company recognizes revenue for Floor Art in accordance with ASU 605-35-50, Accounting for Performance of Construction-Type and Certain Product-Type Contracts.  Under this rule, the Company can perform work under a fixed-price contract or a time-and-materials contract.  As these jobs are short in nature, revenue is recognized at the completion of the project.  For contracts in progress but not completed, costs incurred are accumulated until completion of the contract.  These costs consist of labor and materials.  At June 30, 2012 and December 31, 2011, costs incurred on projects in progress were $0 and $0, respectively.
 
BDC is providing a software resource for builders and designers to use in the design center selection process.  To access the software, there is a fee billed at the beginning of the contract period which extends, generally, a period of six months. As the billing and collection of fees are collected up front, the Company records deferred revenue for the portion of revenue received, but not earned. Revenue is recognized on a straight-line basis over the term of the contract.  There was no deferred revenue as of June 30, 2012 and December 31, 2011.
 
The Company recognizes revenue for BBSI construction management projects in Native American communities and for general contracting in accordance with ASU 605-35-50, Accounting for Performance of Construction-Type  and Certain  Product-Type Contracts.  Under this rule, the Company can perform work under a fixed-price contract or a time-and-materials contract.   As these jobs are longer in nature, revenue is recognized as a percentage of completion based on the percentage of costs paid on the total cost of the project.  For contracts in progress but not completed, costs incurred are charged to costs of contract revenues at the same time the revenues are recognized. The BBSI contract for the North Dakota project is a cost plus contract. Revenue is recognized equal to the costs incurred plus the related fee as the costs are incurred.  For the three months ended June 30, 2012, the Company had recorded revenues of $4,540,433 and costs of contract revenues of $4,291,878 for general contracting.  For the three months ended June 30, 2011, the Company had recorded revenues of $910,747 and costs of contract revenues of $872,148 for general contracting.  For the six months ended June 30, 2012, the Company had recorded revenues of $8,762,642 and costs of contract revenues of $8,240,235 for general contracting.  For the six months ended June 30, 2011, the Company had recorded revenues of $945,747 and costs of contract revenues of $872,149 for general contracting.  BBSI also performs general contracting for the installation of tenant improvements. As these jobs are short in nature, revenue is recognized at the completion of the project.  For contracts in progress but not completed, costs incurred are accumulated until completion of the contract.  These costs consist of labor and materials.  At June 30, 2012 and December 31, 2011, costs incurred on projects in progress were $37,632 and $0, respectively.
 
There was no construction activity in Native American communities for the three month and six month periods ended June 30, 2012 or June 30, 2011. There was no construction in progress for Native American communities at June 30, 2012 or December 31, 2011.
 
The Company recognizes revenue for BBSI engineered building systems' projects in accordance with ASU 605-35-50, Accounting for Performance of Construction-Type and Certain Product-Type Contracts.  Under this rule, the Company can perform work under a fixed-price contract or a time-and-materials contract.  As these  jobs  are  longer  in  nature,  revenue  is  recognized  as  a  percentage  of  completion  based  on  the percentage of costs paid on the total cost of the project. For contracts in progress, costs incurred but not yet expensed to cost of sales are reflected as contracts in progress. There was no construction activity in engineered systems for the three month or six month periods ended June 30, 2012 or June 30, 2011. There was no construction in progress for engineered systems at June 30, 2012 or December 31, 2011.
 
No revenue was recognized for BIG II for the three month or six month periods ended June 30, 2012 and 2011 as there has not yet been any activity in BIG II.
 
Income (Loss) per Common ShareBasic income (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period.  The 22,500,000  (adjusted for the 5:1  stock split) shares  issued  for the August 2, 2010 stock exchange described in Note 1 are considered outstanding for the entire three month and six month periods ended June 30, 2012  and  2011.  Dynamic Ventures Corp shares issued prior  to  the  stock  exchange agreement totaling 27,500,000 (adjusted for the 5:1 stock split) are considered outstanding from August 2, 2010, the effective date of the stock exchange agreement. 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 shares of common stock  that  would  have  been outstanding  if  the  potential common  shares  had  been  issued  and  if  the additional shares of common stock were dilutive.  There are 1,000,000 shares in the Restrictive Stock Award (See Note 2) that are dilutive shares at June  30, 2012.  These shares are antidilutive due to the net loss for the three month and six month periods ended June 30, 2012 and as such their effect has not been included in the calculation of diluted net loss per share.  There were no dilutive financial instruments issued or outstanding for the three month or six month periods ended June 30, 2011.
 
 
 
Page - 10

 
 
 
Income Taxes  -Income taxes are accounted for under the asset and liability method.  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.
 
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. The Company maintained a 100% valuation allowance with respect to net deferred tax assets for the three months ended June 30, 2012 and the year ended December 31, 2011. 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 net deferred tax asset.  Any change in the valuation allowance will be included in income in the year of the change in estimate.
 
The Financial Accounting Standards Board issued guidance on accounting for uncertainty in income taxes, effective for  the  year  ended  December  31,  2009.   Management evaluated  the  Company's   tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the condensed consolidated financial  statements  to comply  with the provisions  of this guidance.   The Company’s policy  is to recognize interest and penalties related to uncertain tax positions in income tax expense.  For the three month and six month periods ended June 30, 2012, and June 30, 2011, the Company made no provision for interest or penalties related to uncertain tax provisions.
 
The Company files income tax returns in the U.S. federal jurisdiction and Arizona.  There are currently no federal or state income tax examinations underway for these jurisdictions.  Given that the Company was newly formed in 2008, the Company is not subject to income tax examinations by the U.S. federal, state or local tax authorities for years before 2008.  Open years subject to examination are 2008 thru 2011.
 
Loans from Related Parties- Directors and Stockholders- As of June 30, 2012 and December 31, 2011, loans from related parties amounted to $303,442 and represented working capital advances from principal officers and directors who are also stockholders of the Company.  The loans are unsecured, non­ interest bearing, and due on demand.
 
2.  COMMON STOCK AND EQUITY
 
Common Stock  -
On July 31, 2011, the Company entered into a Securities Purchase Agreement with TCA Global Master Credit Fund.  LP (TCA) wherein TCA agreed to purchase certain senior secured redeemable debentures from the Company.   See Note 5 below.  As part of this agreement, the Company was required to pay a loan fee totaling $125,000 and as such issued 2,717,392 shares of restricted stock as payment for the fee based on a share price of $.046.  Terms of the agreement required the Company to issue additional shares on April 30, 2012, such that the total market value of the shares issued for the loan fee equals $125,000 on April 30, 2012, or pay TCA the difference between the April 30, 2012 value of the 2,717,392 shares and $125,000 in cash.  Terms of the agreement also required TCA to return shares to the Company if the value of shares issued to TCA exceeds $125,000 on April 30, 2012 such that the total value of shares retained  by TCA at April 30, 2012 is $125,000.   In accordance with the terms of the Securities Purchase Agreement with TCA, on April 30, 2012, the Company determined that 1,754,372 shares were to be returned to the Company. The value of these shares at April 30, 2012 was $227, 717. As part of the Second Amendment to Securities Purchase Agreement with TCA Global Credit Master Fund, LP( see below )  the Company   agreed  to waive the return of shares from TCA.  The $227,717 is expensed as loan fees for the three month and six month periods ended June 30, 2012, and included as equity on the balance sheet. At June 30, 2012, the 2,717,392 shares are treated as issued and outstanding and the $125,000 is included in equity on the balance sheet.
 
As a result of unknown value of this future valuation at December 31, 2011, the issued shares were reflected as issued and outstanding at December 31, 2011; however, the Company reflected the $125,000 as a liability and not equity on the balance sheet  at December 31, 2011.   Additionally, the statement of changes in equity does not reflect the 2,717,392 shares issued related to this transaction in the balances at December 31, 2011, but does reflect the shares as issued during the six months ended June 30, 2012.
 
Effective on April 30, 2012, the Company entered into the First Amendment to Securities Purchase Agreement with TCA Global Credit Master Fund, LP, (TCA) wherein TCA purchased an additional Seven Hundred Fifty Thousand Dollars ($750,000) of senior secured redeemable debenture.  As part of this agreement, the Company was required to pay a loan fee totaling $200,000 and as such issued 1,857,010 shares of Rule 144 stock as payment for the fee based on a share price of $.108. Terms of the agreement required the Company to issue additional shares on February 14, 2013, such that the total market value of the shares issued is $200,000; provided that if the share value on the Valuation Date exceeds $200,000, then the Company shall be entitled to a return of shares.  The share price at June 30, 2012 was $.05.  As a result of unknown value of this future valuation, the issued shares are reflected as issued and outstanding; however, the Company has reflected the $200,000 as a liability and not equity on the balance sheet as of June 30, 2012.  Additionally, the statement of changes in equity does not reflect the 1,857,010 shares issued related to this transaction.  See Note 5 below.
 
 
 
Page - 11

 
 
 
Effective on June 1, 2012,  the Company entered into the Second Amendment to Securities Purchase Agreement with TCA Global Credit Master Fund, LP,(TCA), wherein the Company issued to TCA a Combined, Amended and Restated Senior Secured Redeemable Debenture in the principal amount of $770,833.33 that combines, amends, restates and supersedes the Senior Secured Redeemable Debenture issued as of July 31, 2011 in the principal amount of $500,000 and the Senior Secured Redeemable Debenture issued as of April 30, 2012 in the principal amount of $750,000. As part of this agreement, the Company is required to pay a loan fee of $100,000. The Agreement provides that the Company issue restricted shares of its common stock having a value of $100,000 (2,000,000 shares of common stock in total based on the value of the shares of $.05 on the closing date), half on the closing date and half on any date that is sixty one days after the issuance of the first 1,000,000 shares. Terms of the agreement require the Company to issue additional shares on the twelve month anniversary of the issuance of the Debenture, such that the Buyer receives proceeds of the sale of the shares equal to $100,000; provided that if the share value on the valuation date exceeds $100,000, then the Company shall be entitled to a return of shares.  The Company has the right to redeem the shares for $100,000 less the amount of proceeds received by the Buyer for any previous sale of shares.  The share price at June 30, 2012 was $.05.  As a result of unknown value of this future valuation, the issued shares are reflected as issued and outstanding; however, the Company has reflected the $100,000 as a liability and not equity on the balance sheet as of June 30, 2012.  Additionally, the statement of changes in equity does not reflect the 1,000,000 shares issued related to this transaction.  See Note 5 below.
 
The Company entered into an Investment Agreement with Centurion Private Equity, LLC ("Centurion") on December 20, 2011 wherein Centurion committed to purchase up to $7,500,000 of the Company’s common stock, over a period of time terminating upon 36 months from the date of the Investment Agreement subject to an effective registration statement covering the resale of the common stock and subject to certain conditions and limitations set forth in the Investment Agreement, including limitations based upon the trading volume of  the  Company's   common  stock.  The  maximum  aggregate  number  of  shares  issuable  by  the Company and purchasable  by Centurion  under the Investment Agreement is that number  of shares of  common stock having an aggregate purchase price of $7,500,000.  In connection with the preparation of the Investment Agreement and the registration rights agreement, the Company issued Centurion 171,233 shares of restricted common stock as a document preparation fee having a value of $10,000 and 1,284,246 shares of restricted common stock as a commitment fee having a value of $75,000.  Additionally, as an additional commitment, fee 1,284,246 shares of restricted common stock having a value of $75,000 have been placed in escrow.  Terms of the escrow agreement require the Company to issue additional shares during the 36 month term such that the total market value of the shares issued for the loan fee equals $75,000 when the shares are required to be issued or pay Centurion the difference between issued 1,284,246 shares and $75,000 in cash  As a result of unknown value of these shares at the future release, the 1,284,246 shares are reflected as issued and outstanding; however, the Company has reflected the $75,000 as a liability and not equity on the balance sheet as of June 30, 2012 and December 31, 2011.  Additionally, the statement of changes in equity does not reflect the 1,284,246 shares issued related to this transaction.   The Deferred Equity Costs consisting of total preparation fee of $10,000 and commitment fee of $150,000 will be deferred until the put is exercised and then offset against the stock in equity on a pro rata basis. There was no expense recorded for the three month and six month periods ended June 30, 2012 and for the year ended December 31, 2011.
 
The Company also entered into a Registration Rights Agreement with Centurion pursuant to which the Company granted Centurion certain registration rights with respect to the shares issued to Centurion in accordance with the terms of the Investment Agreement as a commitment fee and document preparation fee as well as the shares to be issued in connection with a put. The Company also agreed to register the placement agent shares.  See Form 8-K filed with the Securities and Exchange Commission on December 27, 2011.
 
On April 3, 2012, the Company entered into a consulting agreement with DC Consulting LLC, which calls for DC Consulting to provide business advisory services, shareholder information services and public relations services.  Per the agreement, DC Consulting will be paid $4,000 per month and issued 300,000 shares of restricted stock per quarter in monthly installments of 100,000 shares. The agreement was scheduled to terminate on July 1, 2012. The Company issued DC consulting 200,000 shares of restricted common stock on April 20, 2012.  Market value at time of issuance was $.10 per share resulting in an expense of $ 20,000 which was recorded in second quarter of 2012.  The Company issued DC consulting 50,000 shares of restricted common stock on June 18, 2012.  Market value at time of issuance was $.049 per share resulting in an expense of $ 2,450 which was recorded in second quarter of 2012. The agreement has been terminated and no further shares are due to DC Consulting.
 
 
 
Page - 12

 
 
 
On May 17, 2012, the Company issued 75,000 shares of restricted common stock to Carpe DM, Inc. as part of the agreement dated April 15, 2011, for shareholder information services and public relations services. Market value at time of issuance was $.075 per share resulting in an expense of $ 5,625 which was recorded in second quarter of 2012.
 
On December 22, 2011 (Grant Date), the Company entered into a restricted stock award agreement with Laurence M. Luke, a director, for 1,000,000 shares as compensation for his services as a director.  The shares vest one third annually on each anniversary of the Grant Date. Fair market value of the grant at Grant Date was $50,000 based on a fair market value of a share at the Grant Date of $.05.   $4,167 was expensed during the three months ended June 30, 2012, and $8,335 was expensed during the six months ended June 30, 2012.  There were no vested shares at June 30, 2012 and December  31, 2011. The fair market value of the grant at June 30, 2012 was $50,000 based on a share price of $.05.
 
3. RELATED PARTY TRANSACTIONS
 
Related Party Transactions - As a result of BBSI’s buyout of Floor Art and BDC, there was a net deemed distribution to the majority owner of $448,173.  The transaction resulted in a note due to the majority owner of $303,442 for working capital advances. The balance due the majority owner as of June 30, 2012 and December 31, 2011 is $303,442.  This amount is unsecured, non-interest bearing, and due upon demand.
 
In August of 2010, the Company hired JENAL Consulting, Inc. to provide the Company with marketing of the engineered construction system.   The  owner  of  JENAL  is  the  wife  of  Al  Cain,  a stockholder. For the three month and six month periods ended June 30, 2012 the Company paid JENAL $0 and $9,375, respectively, for such services. The Company paid JENAL $55,496 and $83,496 for the three month and six month periods ended June 30, 2011, respectively, for such services.
 

 
Page - 13

 

 
4.  COMMITMENTS AND CONTINGENCIES
 
Commitments and contingenciesThe Company has an office space lease with a non-affiliated entity.  The lease is month-to-month and can be cancelled at anytime.  The total rent expense under this agreement was $10,500 and $21,000 for the three months and six months ended June 30, 2012, respectively.  The total rent expense under this agreement was $13,000 and $35,500 for the three months and six months ended June 30, 2011, respectively.
 
On June 6, 2012, the Company entered into a financing agreement for insurance premiums totaling $23,648.  The agreement calls for 11 monthly payments of $2,150 beginning August 1, 2012.
 
On January 12, 2012, the Company entered into an equipment lease calling for 60 monthly payments of $96 each plus applicable taxes and maintenance.  On February 17, 2012, the Company entered into an additional equipment lease calling for 60 monthly payment of $96.50 each plus applicable taxes and maintenance.  Total payments on these leases were $927 and $1,718, respectively, for the three and six month periods ended June 30, 2012.
 
In 2011, the Company entered into a contract with Annabelle to provide construction for residential and commercial projects.  Under the terms of the contract the Company is required provide a warranty for construction on completed construction for one year from completion.  There were no charges incurred during the three month and six month periods ended June 30, 2012 and 2011 under this warranty program.
 
Litigation - On July 16, 2012, BBSI issued demand letters to Annabelle Homes, LLC, Annabelle Tioga, LLC, and Annabelle Commercial B, LLC for payments overdue for various work performed by BBSI and BBSI’s subcontractors.  As a consequence of Annabelle Homes, LLC, Annabelle Tioga, LLC, and Annabelle Commercial B, LLC not making payments in response to the demand letters, work was suspended on the projects on July 23, 2012.  On August 13, 2012, BBSI received a summons and complaint filed by Annabelle Homes, LLC, Annabelle Stanley, LLC, Annabelle Tioga, LLC and Annabelle Commercial B, LLC (collectively, “Annabelle”) in District Court, Cass County, State of North Dakota  alleging that BBSI breached its contract with Annabelle by not timely providing accounting information and not paying subcontractors seeking damages in the amount of $1,217,676 plus costs and expenses. BBSI  believes Annabelle’s claims are wholly without merit and intends to vigorously defend itself against this lawsuit.  In that litigation, or by separate means, BBSI also intends to pursue all legal remedies to collect the receivables owed to it from Annabelle , which includes currently filing liens on properties for which work was performed by BBSI and for which payment has not been received.  While this process may result in temporary short term cash flow effects, management believes BBSI will ultimately collect the funds due to BBSI.  Any failure to collect these amounts would likely have a material adverse effect on the Company. After reviewing the summons and complaint with counsel, in management’s opinion the outcome is not probable and in accordance with FASB ASC 450, Contingencies, no accrual has been made in the accompanying condensed consolidated financial statements.  Except as noted herein, the Company is not aware of any other legal proceedings or claims that will have, individually or in the aggregate, a material effect on the Company's financial condition, results of operations or cash flows.
 
5.  NOTES PAYABLE
 
The Company entered into the following notes payable for working capital with a bank: on August 27, 2010 for $50,000; on October 29, 2010 for $25,000; and on November 17, 2010 for $25,000. Terms of the notes call for repayment by August 27, 2012, with interest accrued at 18% per year.  Interest expense for the three and six month periods ended June 30, 2012 and 2011 was $4,500 and $9,000, respectively.   The Principal due August 27, 2012 is $100,000.
 
Debenture payable - On July 31, 2011, the Company entered into a Securities Purchase Agreement with TCA Global Master Credit Fund LP ( TCA) wherein TCA agreed to purchase up to $1,000,000 of certain senior secured redeemable debentures from the Company for a period of 12 months at 12% per annum.  Per this agreement, the Company issued a senior secured redeemable debenture in the amount of $500,000 on July 31, 2011 with a maturity date of August 1, 2012.   As part of this agreement, the Company was required to pay a loan fee totaling $125,000 and as such issued 2,717,392 shares of restricted stock as payment for the fee. See Note 2 above.  The loan fee is expensed to interest expense on a straight line basis over 12 months.
 
Effective on April 30, 2012,  the Company entered into the First Amendment to Securities Purchase Agreement with TCA Global Credit Master Fund, LP, (TCA) wherein TCA purchased an additional Seven Hundred Fifty Thousand Dollars ($750,000) of senior secured redeemable debenture. The debenture bears interest at a rate of twelve percent (12%) per annum, matures on April 30, 2013 and monthly payments of principal, interest and a redemption premium commence on May 30, 2012. As part of this agreement, the Company was required to pay a loan fee totaling $200,000 and as such issued 1,857,010 shares of restricted  stock as payment for the fee.  See Note 2 above. The loan fee is expensed to interest expense on a straight line basis over 12 months.
 
Effective on June 1, 2012,  the Company entered into the Second Amendment to Securities Purchase Agreement with TCA Global Credit Master Fund, LP,(TCA), wherein the Company issued to TCA a Combined, Amended and Restated Senior Secured Redeemable Debenture in the principal amount of $770,833.33 that combines, amends, restates and supersedes the Senior Secured Redeemable Debenture issued as of July 31, 2011 in the principal amount of $500,000, of which the Company had repaid $416,667, and the Senior Secured Redeemable Debenture issued as of April 30, 2012 in the principal amount of $750,000, of which the Company had repaid $62,500 . The Debenture bears interest at a rate of twelve percent (12%) per annum, matures on June 1, 2013 and monthly payments of principal, interest and a redemption premium commence on June 1, 2012.  As part of this agreement, the Company was required to pay a loan fee of $100,000.  The Company issued 1,000,000 shares of restricted stock as payment of one half of the fee.  As payment for the second half of the fee, the Company is required to issue an additional 1,000,000 shares of restricted stock on any date that is sixty one days after the issuance of the first 1,000,000 shares.  See Note 2 above. The loan fee is expensed to interest expense on a straight line basis over 12 months.
 
 
 
Page - 14

 
 
 
Interest expense including loan fee expense is $342,644 and $400,251, respectively, for the three and six month periods ended June 30, 2012.
 
6. LIQUIDITY
 
For the six months ended June 30, 2012, the Company incurred a net loss of $742,969, generated $154,797 of negative cash flow,   and  has an  accumulated  deficit of  $1,580,184.  For the six months ended June 30, 2011, the Company incurred a net loss of $316,818, generated $197,335 of positive cash flow, and had an accumulated deficit  of  $360,192.   Cash  on  hand  at  June   30,  2012  and  December 31, 2011  was  $ 385,136  and  $539,933, respectively.
 
Cash and borrowings from inception to date have been sufficient to provide the operating capital necessary to operate.  The Company has historically financed operations primarily by cash flows generated through operations and cash infusions from officers and outside investors in exchange for debt and/or common stock. The Company is currently not in good short-term financial standing. These condensed consolidated financial statements have been prepared on the assumption that the Company is a going concern, meaning the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.    Continuation as a going concern is dependent upon the Company’s ability to re-achieve profitable operations and generate funds from there, and/or raise equity capital or borrowings sufficient to meet current and future obligations which may take the next year to fully realize.  The Company plans to raise equity financings over the next twelve months to finance operations. There is no guarantee that the Company will be able to complete any of these objectives.
 
7.  PRODUCT LINE REPORTING
 
The Company has five active product lines:   Floor Art, Native American Housing, General Contracting, Engineered  Building Systems, and BDC.  Management evaluates operating performance of these product lines.  The Company does not identify and allocate operating costs to its product lines below the gross profit level.  Additionally, the product lines share many common costs, including, but not limited to: IT support, office and administrative expenses.  Therefore, the following table of operating results does not allocate costs to its product lines below the gross profit level:
 
                                           
         
Three Months Ended June 30, 2012
                   
   
Floor Art
   
Native American Housing
   
General Contracting
   
Engineered Building Systems
   
BDC
   
Unallocated
   
Consolidated
 
                                           
Revenues
 
$
47,907
   
$
-
   
$
4,540,433
   
$
-
   
$
-
   
$
-
   
$
4,588,340
 
Cost of revenues
   
37,938
     
-
     
4,289,657
     
-
     
-
     
-
     
4,327,595
 
Gross margin
   
9,969
     
-
     
250,776
     
-
     
-
     
-
     
260,745
 
Operating costs
   
-
     
-
     
-
     
-
     
-
     
426,131
     
426,131
 
Income (loss) from operations
   
9,969
     
-
     
256,776
     
-
     
-
     
(426,131
)
   
(165,386
)
Other income (expense)
   
-
     
-
     
-
     
-
     
-
     
(348,141
)
   
(348,141
)
Income (loss) before taxes
 
$
9,969
   
$
-
   
$
250,776
   
$
-
   
$
-
   
$
(774,272
)
 
$
(513,527
)

 
 
 
Page - 15

 
 
 
 
         
Three Months Ended June 30, 2011
             
   
Floor Art
   
Native American Housing
   
General Contracting
   
BDC
   
Unallocated
   
Consolidated
 
                                     
Revenues
 
$
116,543
   
$
-
   
$
910,747
   
$
12,700
   
$
-
   
$
1,039,990
 
Cost of revenues
   
89,491
     
-
     
872,148
     
-
     
-
     
961,639
 
Gross margin
   
27,052
     
-
     
38,599
     
12,700
     
-
     
78,351
 
Operating costs
   
-
     
-
     
-
     
-
     
278,663
     
278,663
 
Income (loss) from operations
   
27,052
     
-
     
38,599
     
12,700
     
( 278,663
)
   
(200,312
)
Other income (expense)
   
-
     
-
     
-
     
-
     
(10,028
)
   
(10,028
)
Income (loss) before taxes
 
$
27,052
   
$
-
   
$
38,599
   
$
12,700
   
$
(288,691
)
 
$
(210,340
)

 
         
Six Months Ended June 30, 2012
                   
   
Floor Art
   
Native American Housing
   
General Contracting
   
Engineered Building Systems
   
BDC
   
Unallocated
   
Consolidated
 
                                           
Revenues
 
$
91,946
   
$
-
   
$
8,762,642
   
$
-
   
$
-
   
$
-
   
$
8,854,588
 
Cost of revenues
   
74,140
     
-
     
8,240,235
     
-
     
-
     
-
     
8,314,375
 
Gross margin
   
17,806
     
-
     
522,407
     
-
     
-
     
-
     
540,213
 
Operating costs
   
-
     
-
     
-
             
-
     
871,024
     
871,024
 
Income (loss) from operations
   
17,806
     
-
     
522,407
     
-
     
-
     
(871,024
)
   
(330,811
)
Other income (expense)
   
-
     
-
     
-
             
-
     
(412,158
)
   
(412,158
)
Income (loss) before taxes
 
$
17,806
   
$
-
   
$
522,407
   
$
-
   
$
-
   
$
(1,283,182
)
 
$
(742,969
)

 
         
Six Months Ended June 30, 2011
             
   
Floor Art
   
Native American Housing
   
General Contracting
   
BDC
   
Unallocated
   
Consolidated
 
                                     
Revenues
 
$
355,954
   
$
-
   
$
945,747
   
$
15,400
   
$
-
   
$
1,317,101
 
Cost of revenues
   
257,902
     
-
     
872,149
     
-
     
-
     
1,130,051
 
Gross margin
   
98,052
     
-
     
73,598
     
15,400
     
-
     
187,050
 
Operating costs
   
-
     
-
     
-
     
-
     
490,505
     
490,505
 
Income (loss) from operations
   
98,052
     
-
     
73,598
     
15,400
     
(490,505
)
   
(303,455
)
Other income (expense)
   
-
     
-
     
-
     
-
     
(13,363
)
   
(13,363
)
Income (loss) before taxes
 
$
98,052
   
$
-
   
$
73,598
   
$
15,400
   
$
(503,868
)
 
$
(316,818
)
 
 
The Company has yet to allocate its assets to each respective product line.  The Company is currently unable  to  provide  asset  information  with respect  to each of its  product lines.
 
 
8.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
In December  2011,  the FASB  issued Accounting Standards Update ("ASU")  No. 2011-11,  Disclosures about  Offsetting  Assets  and  Liabilities  to  facilitate  comparisons  between  entities  preparing  financial statements on the basis of U.S.GAAP and entities preparing financial statements on the basis of IFRS.  The amendments in this update are effective for annual reporting periods beginning on or after January 1, 2013. The Company does not have derivatives, financial assets, and financial liabilities that are covered by this update and the adoption of this update is not expected to have a significant  impact  on the Company's consolidated financial statements.
 
 
 
Page - 16

 
 
 
 In September 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-09, Compensation­ Retirement Benefits- Multiemployer Plans to increase disclosures about an employer's participation in a multiemployer plan.   The amendments in this update are effective for annual fiscal years ending after December 15, 2011.  The Company does not have a multiemployer plan and the adoption of this update is not expected to have a significant impact on the Company's consolidated financial statements
 
The Company has implemented all new accounting pronouncements that are in effect that are applicable.   These pronouncements did not have any material  impact  on the consolidated  financial  statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
 
9.  CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
 
The Company's customers are U.S. customers, for  which  the  Company  performs   ongoing  credit evaluations but generally does not require collateral to support receivables.  General Contracting has one customer which began operations in March of 2011.  Accounts receivable for this customer were $4,310,636 at June 30, 2012. The Company has received a deposit from this customer of $350,000.  This customer accounted for 99% of the total Company revenue for the six months ended June 30, 2012 and 72% of the total Company revenue for the six months ended June 30, 2011.  The contract and work for this customer has been terminated.  See Note 10 below.  Loss of this major customer will have a significant impact on the Company’s financial statements.  Floor Art has one major customer which accounted for 68% ( $65,420 ) of Floor Art's revenues for the six months ended June 30, 2012 and four major customers which accounted for 60% ($218,519 )of Floor Art's revenue for the six months ended June 30, 2011.   Accounts receivable for Floor Art's major customer were $7,649 at June 30, 2012 and accounts receivable for Floor Art’s four major customers were $14,739 at June 30, 2011. There were no revenues in Engineered Building Systems, Native American Housing, or BDC for the six months ended June 30, 2012. Loss of major customers would have a significant impact on the Company’s financial statements.
 
We are subject to concentrations of credit risk from our cash and cash equivalents.   Our cash in bank deposit accounts from time to time may exceed federally insured limits.
 
 
10.  SUBSEQUENT EVENTS

On July 16, 2012, BBSI issued demand letters to Annabelle Homes, LLC, Annabelle Tioga, LLC, and Annabelle Commercial B, LLC for payments overdue for various work performed by BBSI and BBSI’s subcontractors.  As a consequence of Annabelle Homes, LLC, Annabelle Tioga, LLC, and Annabelle Commercial B, LLC not making payments in response to the demand letters, work was suspended on the projects on July 23, 2012.  On August 13, 2012, BBSI received a summons and complaint filed by Annabelle Homes, LLC, Annabelle Stanley, LLC, Annabelle Tioga, LLC and Annabelle Commercial B, LLC (collectively, “Annabelle”) in District Court, Cass County, State of North Dakota  alleging that BBSI breached its contract with Annabelle by not timely providing accounting information and not paying subcontractors seeking damages in the amount of $1,217,676 plus costs and expenses. BBSI  believes Annabelle’s claims are wholly without merit and intends to vigorously defend itself against this lawsuit.  In that litigation, or by separate means, BBSI also intends to pursue all legal remedies to collect the receivables owed to it from Annabelle , which includes currently filing liens on properties for which work was performed by BBSI and for which payment has not been received.  While this process may result in temporary short term cash flow effects, management believes BBSI will ultimately collect the funds due to BBSI.  Any failure to collect these amounts would likely have a material adverse effect on the Company.  After reviewing the summons and complaint with counsel, in management’s opinion the outcome is not probable and in accordance with FASB ASC 450, Contingencies,  no accrual has been made in the accompanying condensed consolidated financial statements.
 
 
 
Page - 17

 

 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL INFORMATION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our 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 those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Liquidity and Capital Resources

Our balance sheet as of June 30, 2012 reflects cash in the amount of $385,136.   Cash from operations, issuance of stock and borrowings from inception to date have been sufficient to provide necessary operating capital to date.  The net loss for the six months ended June 30, 2012 amounted to $742,969.  As of June 30, 2012 our accumulated deficit was $1,580,184.

Cash decreased for the six months ended June 30, 2012 by $154,797 as a result of cash used by operating activities of $633,963 and  cash provided by financing  activities of $479,166 generated by obtaining additional debenture financing of $750,000 less payments on outstanding debentures of $270,834.    The net loss for the six months ended June 30, 2012 of $742,969 included $395,685 of non-cash expenses.  The remaining loss of $347,284 was covered by cash balances available at the beginning of the period of $539,933. Cash increased for the six months ended June 30, 2011, by $197,335 as a result of cash provided by operating activities of $102,315, , and cash provided by financing activities of $120,000 from proceeds of convertible notes offset by cash used in investing activities of $24,980.  The net loss for the six months ended June 30, 2011 of $316,818 was covered by activity on the North Dakota project which generated an increase in customers’ deposits and an increase in accounts payable in excess of the increase in accounts receivable.
  
We expect to require a total of approximately $2,900,000 to fully carry out our business plan over the next 12 months as set out in this table:
 
Description
 
Estimated Expense
 
Marketing our services
  $ 100,000  
Payment of notes payable and accrued liabilities
  $ 900,000  
General and administrative expenses 
  $ 1,700,000  
Professional fees 
  $ 150,000  
Investor relations expenses
  $ 50,000  
Total
  $ 2,900,000  

 We intend to meet our cash requirements for the next 12 months through operations and external sources: a combination of debt financing and equity financing through private placements.  We are currently not in good short-term financial standing and have a working capital  deficit caused primarily from our outstanding debt obligations owed to subcontractors that performed services on the Annabelle homes. On July 16, 2012, we issued demand letters to Annabelle Homes, LLC, Annabelle Tioga, LLC , and Annabelle Commercial B, LLC for payments due for work performed by us and our subcontractors.  Work was suspended on the projects on July 23, 2012, and the contract has been terminated.  We are currently  pursuing legal remedies to collect receivables owed to us from Annabelle Homes which include  the  filing of liens on properties for which work was performed by us and for which payment has not been received.  We have been informed that Annabelle has made certain payment directly to subcontractors, reducing our obligation, the amounts of which have been undisclosed.  While this process may result in temporary short term cash flow effects, management believes we will collect the funds due to us. The failure to collect such amounts is expected to have a material adverse effect on our financial condition.
 
 
 
Page - 18

 
 
 
These condensed consolidated financial statements have been prepared on the assumption that we are a going concern, meaning we will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.  Different bases of measurement may be appropriate when a company is not expected to continue operations for the foreseeable future.  Our continuation as a going concern is dependent upon our ability to re-achieve profitable operations and generate funds therefrom, and/or raise equity capital or borrowings sufficient to meet current and future obligations which may take the next year to fully realize.  Management plans to raise equity financings over the next twelve months to finance operations. There is no guarantee that we will be able to complete any of these objectives.   

We have historically financed our operations primarily by cash flows generated through operations and cash infusions from officers and outside investors in exchange for debt and/or common stock. In July of 2011, we entered into a $1,000,000 Securities Purchase Agreement for debenture financing.  As of July 31,2011, we  issued $500,000 of debentures applicable to this agreement.  Effective April 30, 2012, we amended this debenture agreement and issued an additional $750,000 of debentures applicable to this amended agreement.  Effective on June 1, 2012,  the Company entered into the Second Amendment to Securities Purchase Agreement wherein the Company issued  a Combined, Amended and Restated Senior Secured Redeemable Debenture in the principal amount of $770,833.33 that combines, amends, restates and supersedes the Senior Secured Redeemable Debenture issued as of July 31, 2011 in the principal amount of $500,000 and the Senior Secured Redeemable Debenture issued as of April 30, 2012 in the principal amount of $750,000. (See Note 5 to the notes to condensed consolidated financial statements for the six months ended June 30, 2012). The notes are secured by a lien on all of our assets and guaranteed by BBSI.

 In December of 2011, we entered into a $7,500,000 equity financing agreement. (See Note 2 to the notes to condensed consolidated financial statements for the six months ended June 30, 2012). However, prior to making any draw down on the equity line we must meet certain conditions and there is no assurance that any such conditions will be met.  There is no guarantee that we will be successful in raising any additional capital.  There can be no assurance that we will be able to raise these funds on terms acceptable to us, if at all.

Operating Results for the Three Months Ended June 30, 2012 versus June 30, 2011

After the Share Exchange Agreement, BBSI became the primary operating company.

Total sales increased 341% for the three months ended June 30, 2012 compared to the three months ended June 30, 2011. For the three months ended June 30, 2012, BBSI had sales of $4,588,340 as follows: Floor Art  - $47,907, representing approximately 1% of the revenue, and General Contracting  - $4,540,433, representing approximately 99% of the revenue.  There was a gross margin of $260,745 (5.7%) as follows: Floor Art  - $9,969 (20.8%) and General Contracting  - $250,776 (5.5%).  There were expenses of $774,272 and a net loss of $513,527.  There were no revenues or costs of sales for Engineered Building Systems or Native American Housing for the three months ended June 30, 2012 as there were no units under construction during this period. BDC had no sales activity or costs of sales during the three months ended June 30, 2012.

Results for the comparable three months ended June 30, 2011, were sales of $1,039,990 as follows: Floor Art  - $116,543, representing approximately 11% of the revenue, General Contracting  - $910,747, representing approximately 88% of the revenue, and BDC  - $12,700, representing approximately 1% of the revenue.  There was a gross margin of $78,351 (7.5%) as follows: Floor Art  - $27,052 (23.2%), General Contracting - $38,599 (4.2%) and BDC - $12,700 (100%).  There were expenses of $288,691 and a net loss of $210,340.  In the second quarter of 2011, Native American Housing  had no activity  and Engineered Building Systems had not yet begun operations.
 
Activity began in March of 2011 on the North Dakota project, which generated the sales in General Contracting.  Start up activity continued in second quarter of 2011 which is reflected in the lower sales for second quarter 2011 versus sales in second quarter of 2012 when operations were at activity levels beyond start up mode.  Both Floor Art and BDC are focused in the homebuilding market.  Floor Art’s and BDC’s decrease in sales for the three months ended June 30, 2012 compared to the three months ended June 30, 2011, is due to the decline in the homebuilding market for this time period.    There were no new projects for the Native American housing during the three month periods ended June  30, 2012 and 2011.

Floor Art’s margins were comparable in the three months ended June 30, 2011 versus the three months ended June 30, 2012, as the product mix among  insurance company projects and custom projects  versus homebuilder clients was comparable.  The gross profit for General Contracting comes from the cost plus contract for the North Dakota project.

Expenses, including other income and expenses, increased 168% for the three months ended June 30, 2012 versus the three months ended June 30, 2011 to $774,272 from $288,691 due to increased payroll costs and additional operational costs related to operating a second office to cover the North Dakota project which was just starting up during the second quarter of 2011, increased  consulting expenses and increased financing expenses. . Our general and administrative expenses consist of payroll and related payroll taxes, employer’s portion of employee health insurance costs, legal and accounting fees, bank charges, travel, meals and entertainment, office rent and maintenance, communication expenses (internet, fax, and telephone), courier, postage costs, office supplies.
 
 
 
Page - 19

 
 
 
Operating Results for the Six Months Ended June 30, 2012 versus June 30, 2011


After the Share Exchange Agreement, BBSI became the primary operating company.

Total sales increased 572% for the six months ended June 30, 2012 compared to the six months ended June 30, 2011.  For the six months ended June 30, 2012, BBSI had sales of $8,854,588 as follows: Floor Art - $91,946 representing approximately 1% of the revenue, and General Contracting - $8,762,642 representing approximately 99% of the revenue.  There was a gross margin of $540,213 (6.1%) as follows: Floor Art - $17,806 (19.4%) and General Contracting - $522,407 (6.0%).  There were expenses of $1,283,182 and a net loss of $742,969.  There were no revenues or costs of sales for Engineered Building Systems or Native American Housing for the six months ended June 30, 2012 as there were no units under construction during this period. BDC had no sales activity or costs of sales during the six months ended June 30, 2012.

Results for the comparable six months ended June 30, 2011, were sales of $1,317,101 as follows: Floor Art - $355,954, representing approximately 27% of the revenue, General Contracting  - $945,747, representing approximately 72% of the revenue, and BDC  - $15,400, representing approximately 1% of the revenue.  There was a gross margin of $187,050 (14.2%) as follows: Floor Art - $98,052 (27.5%), General Contracting - $73,598 (7.8%) and BDC - $15,400 (100%).  There were expenses of $503,868 and a net loss of $316,818.  In the first half of 2011, Native American Housing had no activity and Engineered Building Systems had not yet begun operations..
 
Activity began in March of 2011 on the North Dakota project, which generated the sales in General Contracting.  Start up activity continued in second quarter of 2011 which is reflected in the lower sales for the six months ended June 30, 2011 versus sales for the six months ended June 30, 2012, when operations were at activity levels beyond start up mode.  Both Floor Art and BDC are focused in the homebuilding market.  Floor Art’s and BDC’s decrease in sales for the six months ended June 30, 2012 compared to the six months ended June 30, 2011, is due to the decline in the homebuilding market for this time period.    There were no new projects for the Native American housing during the six month periods ended June 30, 2012 and 2011. Engineered Building Systems did not begin activity in July of 2011.

Floor Art’s margins decreased from 27.5% in the six months ended June 30, 2011 to 19.4% in the six months ended June 30, 2012.  Revenues attributable to insurance company projects and custom projects which generate higher margins decreased as a percent of revenues while revenues from homebuilder clients which generate lower margins increased as a percent of revenues.  The gross profit for General Contracting comes from the cost plus contract for the North Dakota project.  The Company’s gross margin decreased from 14.2% for the six months ended June 30, 2011 to 6.1% for the six months ended June 30, 2012, due to the increase in revenues generated by General Contracting as a percent of Company revenues versus Floor Art.

Expenses, including other income and expenses, increased 155% for the six months ended June 30, 2012 versus the six months ended June 30, 2011 to $1,283,182 from $503,868 due to increased payroll costs and additional operational costs related to operating a second office to cover the North Dakota project which was just starting up during the second quarter of 2011, increased consulting expenses and increased financing expenses. Our general and administrative expenses consist of payroll and related payroll taxes, employer’s portion of employee health insurance costs, legal and accounting fees, bank charges, travel, meals and entertainment, office rent and maintenance, communication expenses (internet, fax, and telephone), courier, postage costs, office supplies.
 
Related Party Transactions
 
In August of 2010, the Company hired JENAL Consulting, Inc. to provide the Company with marketing of the engineered construction system.   The  owner  of  JENAL  is  the  wife  of  Al  Cain,  a stockholder. For the three month and six month periods ended June 30, 2012 the Company paid JENAL $0 and $9,375, respectively, for such services. The Company paid JENAL $55,496 and $83,496 for the three month and six month periods ended June 30, 2011, respectively, for such services.

 
 
Page - 20

 
 
Quarterly Developments

See PART II ITEM 2 below.
 
Subsequent Developments
 
On July 16, 2012, BBSI issued demand letters to Annabelle Homes, LLC, Annabelle Tioga, LLC, and Annabelle Commercial B, LLC for payments overdue for various work performed by BBSI and BBSI’s subcontractors.  As a consequence of Annabelle Homes, LLC, Annabelle Tioga, LLC, and Annabelle Commercial B, LLC not making payments in response to the demand letters, work was suspended on the projects on July 23, 2012.  On August 13, 2012, BBSI received a summons and complaint filed by Annabelle Homes, LLC, Annabelle Stanley, LLC, Annabelle Tioga, LLC and Annabelle Commercial B, LLC (collectively, “Annabelle”) in District Court, Cass County, State of North Dakota  alleging that BBSI breached its contract with Annabelle by not timely providing accounting information and not paying subcontractors seeking damages in the amount of $1,217,676 plus costs and expenses. BBSI  believes Annabelle’s claims are wholly without merit and intends to vigorously defend itself against this lawsuit.  In that litigation, or by separate means, BBSI also intends to pursue all legal remedies to collect the receivables owed to it from Annabelle , which includes currently filing liens on properties for which work was performed by BBSI and for which payment has not been received.  While this process may result in temporary short term cash flow effects, management believes BBSI will ultimately collect the funds due to BBSI.  Any failure to collect these amounts would likely have a material adverse effect on the Company.  After reviewing the summons and complaint with counsel, in management’s opinion the outcome is not probable and in accordance with FASB ASC 450, Contingencies, no accrual has been made in the accompanying condensed consolidated financial statements.

 Off-Balance Sheet Arrangements

We have no significant 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 stockholders.

Future Financings

We will continue to rely on equity sales of our common shares and sales of debt in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
 
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements included in our Form 10-K for the year ended December 31, 2011, and our quarterly filings of Forms 10-Q for first quarter of 2012.  In general, management's estimates are based on historical experience, information from third party professionals, and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management

Recently Issued Accounting Pronouncements

In December  2011,  the FASB  issued Accounting Standards Update ("ASU")  No. 2011-11,  Disclosures about  Offsetting  Assets  and  Liabilities  to  facilitate  comparisons  between  entities  preparing  financial statements on the basis of U.S.GAAP and entities preparing financial statements on the basis of IFRS.  The amendments in this update are effective for annual reporting periods beginning on or after January 1, 2013. The Company does not have derivatives, financial assets, and financial liabilities that are covered by this update and the adoption  of this update is not expected to have a significant  impact  on the Company's consolidated financial statements.
 
 In September 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-09, Compensation­ Retirement Benefits- Multiemployer Plans to increase disclosures about an employer's  participation in a multiemployer plan.   The amendments in this update are effective for annual fiscal years ending after December 15, 2011.  The Company does not have a multiemployer plan and the adoption of this update is not expected to have a significant impact on the Company's consolidated financial statements
 
The Company  has implemented all new accounting pronouncements that are in effect that are applicable.   These pronouncements did not have any  material  impact  on the condensed consolidated  financial  statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
 
 
 
Page - 21

 
 
 
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.   CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2012. Based on the evaluation of these disclosure controls and procedures our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are  effective.

Changes in Internal Control and Financial Reporting
 
Our management, including our Chief Executive Officer and Chief Financial Officer, has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
 
 
PART II - OTHER INFORMATION
 

ITEM 1.  LEGAL PROCEEDINGS

On July 16, 2012, BBSI issued demand letters to Annabelle Homes, LLC, Annabelle Tioga, LLC, and Annabelle Commercial B, LLC for payments overdue for various work performed by BBSI and BBSI’s subcontractors.  As a consequence of Annabelle Homes, LLC, Annabelle Tioga, LLC, and Annabelle Commercial B, LLC not making payments in response to the demand letters, work was suspended on the projects on July 23, 2012.  On August 13, 2012, BBSI received a summons and complaint filed by Annabelle Homes, LLC, Annabelle Stanley, LLC, Annabelle Tioga, LLC and Annabelle Commercial B, LLC (collectively, “Annabelle”) in District Court, Cass County, State of North Dakota  alleging that BBSI breached its contract with Annabelle by not timely providing accounting information and not paying subcontractors seeking damages in the amount of $1,217,676 plus costs and expenses. BBSI  believes Annabelle’s claims are wholly without merit and intends to vigorously defend itself against this lawsuit.  In that litigation, or by separate means, BBSI also intends to pursue all legal remedies to collect the receivables owed to it from Annabelle, which includes currently filing liens on properties for which work was performed by BBSI and for which payment has not been received.  While this process may result in temporary short term cash flow effects, management believes BBSI will ultimately collect the funds due to BBSI.  Any failure to collect these amounts would likely have a material adverse effect on the Company.  After reviewing the summons and complaint with counsel, in management’s opinion the outcome is not probable and in accordance with FASB ASC 450, Contingencies, no accrual has been made in the accompanying condensed consolidated financial statements.  Except as noted herein, the Company is not aware of any other legal proceedings or claims that will have, individually or in the aggregate, a material effect on the Company's financial condition, results of operations or cash flows.
 
ITEM 1A.  RISK FACTORS
 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 20, 2012 we issued 200,000 shares of restricted Rule 144 common stock to an advisor for advisory services.  On June 18, 2012 we  issued an additional 50,000 shares of restricted Rule 144 common stock to this advisor.   We are obligated to issue to the advisor 300,000 shares of our common stock per quarter in monthly installments of 100,000 shares of common stock during the term of the agreement which commenced in April 2012 and terminates July 1, 2012. The agreement was terminated for an agreed total of shares issued of 250,000, which were previously issued. The issuance was not a public offering as defined in Section 4(2) of the Securities Act of 1933 because the issuance was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investor had the necessary investment intent as required by Section 4(2) since it agreed to, and received, securities bearing a legend stating that such securities are restricted. This restriction ensured that these securities will not be immediately redistributed into the market and therefore be part of a public offering. This issuance was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

On May 17, 2012 we issued 75,000 shares of restricted Rule 144 common stock to an advisor for advisory services.  The issuance was not a public offering as defined in Section 4(2) of the Securities Act of 1933 because the issuance was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investor had the necessary investment intent as required by Section 4(2) since it agreed to, and received, securities bearing a legend stating that such securities are restricted. This restriction ensured that these securities will not be immediately redistributed into the market and therefore be part of a public offering. This issuance was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

 
 
Page - 22

 
 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

None

ITEM 5.  OTHER INFORMATION

ITEM 6. EXHIBITS
 
 
 31.1  Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) *
 31.2  Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) *
 32.1  Certification pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002 *
 32.2  Certification pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002 *
 *Filed herewith  
   
 ** Filing by amendment  
   **+101.INS XBRL Instance Document (15)
   **+101.SCH XBRL Taxonomy Extension Schema Document (15)
   **+101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (15)
   **+101.DEF XBRL Taxonomy Extension Definition Linkbase Document (15)
   **+101.LAB XBRL Taxonomy Extension Label Linkbase Document (15)
     **+101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (15)
 
 

 
Page - 23

 
 

 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.
 
 
DYNAMIC VENTURES CORP.
 
       
 
By:
/s/  Paul Kalkbrenner
 
   
Paul Kalkbrenner
 
   
Chief Executive Officer
 
   
(Principal Executive Officer)
 
 
   
Date: August 20, 2012
 
 
 
   
     
 
By:
/s/  Mark Summers
   
Mark Summers
   
Chief Financial Officer
   
(Principal Financial and Accounting Officer)
 
   
Date: August 20, 2012


 
 
Page - 24

 
 
 

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14 OR RULE 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 I, Paul Kalkbrenner, certify that:

1.
I have reviewed this quarterly report on Form 10-Q/A of Dynamic Ventures Corp.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that  material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c)
 Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b)
 Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: August 20, 2012
By:
/s/ Paul Kalkbrenner
   
Name: Paul Kalkbrenner
   
Title: Chief Executive Officer
   
 (Principal Executive Officer)

 

 
Page - 25

 
 
 

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14 OR RULE 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 I, Mark Summers, certify that:

1.
I have reviewed this quarterly report on Form 10-Q/A of Dynamic Ventures Corp.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that  material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)
 Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b)
 Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: August 20, 2012
By:
/s/ Mark Summers
   
Name: Mark Summers
   
Title: Chief Financial Officer
   
(Principal Financial and Accounting Officer)
 
 
 
Page - 26

 

EXHIBIT 32.1

CERTIFICATION PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Dynamic Ventures Corp. (the “Registrant”) hereby certifies, to such officer’s knowledge, that:

(1)
the accompanying Quarterly Report on Form 10-Q/A of the Registrant for the quarter ended June 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

 (2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 
Date: August 20, 2012
 
     
 
By:
/s/ Paul Kalkbrenner
   
Name: Paul Kalkbrenner
   
Title: Chief Executive Officer
   
(Principal Executive Officer)
 
 
 
 
Page - 27

 

 
EXHIBIT 32.2

CERTIFICATION PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, Mark Summer, the undersigned officer of Dynamic Ventures Corp. (the “Registrant”) hereby certifies, to such officer’s knowledge, that:

(1)
the accompanying Quarterly Report on Form 10-Q/A of the Registrant for the quarter ended June 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

 (2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 
Date: August 20, 2012
 
     
 
By:
/s/ Mark Summers
   
Name: Mark Summers
   
Title: Chief Financial Officer
   
(Principal Financial and Accounting Officer)

 


 
Page - 28