UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2016

 

or

 

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

 

For the transition period from _____to_____.

 

Commission File Number 000-55682

 

Dynamic Enviro, Inc.

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

 

FLORIDA		47-2239835
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

9100 Kiln Waveland Cutoff Road

Waveland, Mississippi 39520

(Address of principal executive offices)

 

(228) 231-1187

(Company’s telephone number, including area code)

 

Indicate by check mark whether the registrant (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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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 filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

 

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

 

The Company has 76,943,320 shares outstanding as of November 9, 2016

 

 

  

TABLE OF CONTENTS

 

		Page
	PART I — Financial Information	F-1
Item 1.	Consolidated Financial Statements (unaudited)	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative  and Qualitative Disclosures about Market Risk	7
Item 4.	Controls and Procedures	7
	PART II — Other Information	8
Item 1.	Legal Proceedings	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Defaults Upon Senior Securities	8
Item 4.	Mine Safety Disclosures	8
Item 5.	Other Information	8
Item 6.	Exhibits	8
	Signatures	9

 

  

PART I – FINANCIAL INFORMATION

 

DYNAMIC ENVIRO, INC.

Consolidated Balance Sheets

(Unaudited)

 

		September 30,				December 31,
		2016				2015
ASSETS
Current Assets
Cash		$	45,771			$	23,845
Accounts receivable			246,731				53,326
Subscriptions receivable			-				11,000
Prepaid expenses			3,600				3,600
Total Current Assets			296,102				91,771
Deposit			18,000				18,000
Property and equipment; net of accumulated amortization of $270,063 and $247,678, respectively			47,913				50,932
Total Assets		$	362,015			$	160,703
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		$	287,561			$	48,773
Notes payable			15,651				22,151
Due to related party			38,382				38,030
Total Current Liabilities			341,594				108,954
Notes payable – related party			-				-
Total Liabilities			341,594				108,954
Stockholders’ Equity
Preferred Stock
Authorized: 30,000,000 shares, no par value Issued and Outstanding: nil shares			–				–
Common Stock
Authorized: 200,000,000 shares, $0.0001 par value Issued and Outstanding: 76,943,320 and 76,133,320 shares, respectively			7,694				7,613
Additional Paid-in Capital			219,068				178,649
Deficit			(206,341	)			(134,513	)
Total Stockholders’ Equity			20,421				51,749
Total Liabilities and Stockholders’ Equity		$	362,015			$	160,703

 

(The accompanying notes are an integral part of these unaudited consolidated financial statements)

 

 

DYNAMIC ENVIRO, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

		For the				For the
		Nine Months				Nine Months
		Ended				Ended
		September 30,				September 30,
		2016				2015
Cash Flows from Operating Activities
Net loss		$	(71,828	)		$	(151,980	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation			22,385				28,181
Stock issued for services			16,500				131,398
Changes in operating assets and liabilities:
Accounts receivable			(193,405	)			(136,836	)
Accounts payable and accrued expense			238,788				129,864
Net Cash Provided by Operating Activities			12,440				627
Cash Flows from Investing Activities
Purchase of property and equipment			(6,000	)			-
Net Cash Used in Investing Activities			(6,000	)			-
Cash Flows from Financing Activities
Proceeds from collection of subscription receivable			11,000				–
Proceeds received from issuance of common stock			24,000				18,500
Repayment of note payable			(6,500	)			(13,335	)
Repayment to related party			(13,014	)			–
Advance from related party			–				16,345
Net Cash Provided by Financing Activities			15,486				21,510
Net Increase in Cash			21,926				22,137
Cash - Beginning of Period			23,845				18,434
Cash - End of Period			45,771			$	40,571
		$
Non-cash transactions:
Stock issued for subscriptions receivable
Note payable issued for vehicle acquired from related party		$	–			$	22,000
			13,366				–
Supplemental disclosures of cash flow information:
Interest paid
Income taxes paid		$	–			$	–
			–				–

 

(The accompanying notes are an integral part of these unaudited consolidated financial statements)

 

 

DYNAMIC ENVIRO, INC.

Consolidated Statements of Operations

(Unaudited)

 

 

										For the				For the
		For the				For the				Three				Three
		Nine Months				Nine Months				Months				Months
		Ended				Ended				Ended				Ended
		September 30,				September 30,				September 30,				September 30,
		2016				2015				2016				2015
Revenue		$	1,127,072			$	1,825,343			$	432,341			$	914,631
Cost of Revenue			786,798				1,148,527				344,518				876,505
Gross Profit			340,274				676,816				87,823				38,126
Operating Expenses
Depreciation expense			22,385				28,181				9,473				10,675
General and administrative			389,717				799,911				104,601				638,923
Total Operating Expenses			412,102				828,092				114,074				649,598
Operating Loss			(71,828	)			(151,276	)			(26,251	)			(611,472	)
Other Expenses
Interest income/(expense)			-				(704	)			-				957
Total Other Income(Expense)			-				(704	)			–				957
Net Loss		$	(71,828	)		$	(151,980	)		$	(26,251	)		$	(610,515	)
Net Loss Per Share, Basic and Diluted		$	(0.00	)		$	(0.02	)		$	(0.00	)		$	(0.04	)
Weighted Average Shares Outstanding, Basic and Diluted			76,656,605				8,676,850				76,884,896				15,560,000

 

(The accompanying notes are an integral part of these unaudited consolidated financial statements)

 

 

DYNAMIC ENVIRO, INC.

Notes to Unaudited Consolidated Financial Statements

 

1.

Nature of Operations

 

Dynamic Enviro, Inc. (the “Company”), was incorporated in the state of Florida on October 28, 2014. In January 2015, the Company assumed the principal business operations of Dynamic Environmental, Inc., a related company with the same sole director as the Company, by continuing the principal business while Dynamic Environmental, Inc. ceased operations of its principal business. Therefore, the Company is considered a continuation of Dynamic Environmental, Inc. The Company’s principal business is the provision of environmental and disaster response services.

 

2.

Basis of Presentation

 

a)

Interim Financial Statements

 

The interim unaudited financial statements as of September 30, 2016, and for the three months and nine months ended September 30, 2016 and 2015, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the years ended December 31, 2015 and 2014.

 

b)

Going Concern

 

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. The Company has a working capital deficit of $45,492 as at September 30, 2016 and has suffered net losses. The Company has funded activities to date from debt financings and earnings. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and public issuance of common stock. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund its operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that it will succeed in its future operations.

 

3.

Property and Equipment

 

		Equipment $				Vehicles $				Total $
Cost:
Balance, December 31, 2015			93,080				205,530				298,610
Additions			–				19,366				19,366
Balance, September 30, 2016			93,080				224,896				317,976
Accumulated amortization:
Balance, December 31, 2015			66,578				181,100				247,678
Additions			4,829				17,556				22,385
Balance, September 30, 2016			71,407				198,656				270,063
Carrying amounts:
Balance, December 31, 2015			26,502				24,430				50,932
Balance, September 30, 2016			21,673				26,240				47,913

 

 

4.

Purchase Agreement

 

On September 1, 2015, the Company entered into a Purchase Agreement to purchase a building for a price of $150,000. Per the Agreement, the Company made a down payment $18,000 upon signing the agreement and the remaining $132,000 is due on the closing date of the Agreement. The closing date is to be 1 year after the date of the Agreement, with an option to extend the closing date for an additional 6 months. As at September 30, 2016, the Agreement has not closed and the Company does not own the building.

 

5.

Related Party Transactions

 

a)

As at September 30, 2016, the Company owes the President of the Company $26,030 (December 31, 2015 - $38,030) for advances payable to the fund Company. The amount is unsecured, non-interest bearing and due on demand.

 

b)

On April 13, 2016, the Company purchased a vehicle from the President of the Company for a total purchase price of $19,366. The $19,366 will be paid by a $6,000 down payment followed by monthly payments of $338 until the total balance is paid off. As at September 30, 2016, the Company owes the President of the Company $12,352 for the purchase of the vehicle.

 

6.

Notes Payable

 

During the year ended December 31, 2013, the Company entered a loan agreement with a non-related third party for $32,651. The loan is unsecured, non-interest bearing and due on demand. As of September 30, 2016, the Company owed $15,651 (December 31, 2015 - $22,151).

 

7.

Stockholders’ Equity

 

During the nine months ended September 30, 2016, the Company issued 480,000 shares of common stock at $0.05 per share for cash proceeds of $24,000.

 

During the months ended September 30, 2016, the Company received cash proceeds of $11,000 from the collection of a subscription receivable.

 

During the nine months ended September 30, 2016, the Company issued 5,000 shares of common stock with a fair value of $250 to a new board member as compensation for consulting services.

 

During the nine months ended September 30, 2016, the Company issued 200,000 shares of common stock with a fair value of $10,000 to a non-related third party as compensation for marketing services.

 

During the nine months ended September 30, 2016, the Company issued 125,000 shares of common stock with a fair value of $6,250 to a non-related third party as compensation for legal services.

 

 

8.

Concentrations

 

The Company’s receivables were concentrated among three customers as of September 30, 2016, and December 31, 2015:

 

Customer		Receivables  as at  September 30, 2016				Receivables  as at December 31, 2015
1			78	%			62	%
2			*	%			22	%
3			*	%			16	%

 

The Company’s revenues were concentrated among three customers during the nine months ended September 30, 2016, and 2015:

 

Customer		Revenue for the nine Months  Ended September  30, 2016				Revenue for the Nine Months Ended  September 30, 2015
1			39	%			48	%
2			31	%			43	%
3			17	%			*

 

* not greater than 10%

 

(The accompanying notes are an integral part of these unaudited consolidated financial statements)

 

  

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

FORWARD-LOOKING STATEMENTS

 

This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

 

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

 

Although we believe that the expectations reflected in any of our forward- looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

 

·

Our results are vulnerable to economic conditions;

 

·

Our ability to raise adequate working capital;

 

·

Loss of customers or sales weakness;

 

·

Inability to achieve sales levels or other operating results;

 

·

The unavailability of funds for capital expenditures;

 

·

Operational inefficiencies;

 

·

Increased competitive pressures from existing competitors and new entrants.

 

DESCRIPTION OF BUSINESS

 

Organization

 

We were incorporated in the state of Florida on October 31, 2014. We have never been the subject of a material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course. Further, we have never been the subject of a bankruptcy, receivership or similar proceeding.

 

Business

 

Our emergency response/emergency management services are available upon request in all 50 states. Based on our level of expertise we are commonly contracted to be present and assist with management and execution of environmental/emergency based situations throughout the USA. We currently have one regional service center, which is in Waveland, Mississippi and covers from Lafayette, Louisiana to Pensacola, Florida, which represents a 150-mile radius.

 

   

We provide services in 4 major categories, as follows:

 

(1)

Field and Industrial Services, i.e., above ground and underground storage tank (i.e. oil, chemical cleaning and removal)

 

(2)

Emergency Response and Disaster Recovery, i.e., oil spills, pipeline spills, avian bird flu

  

(3)

Waste Transportation and Disposal Services, i.e., disposal, landfill treatment, flood debris cleanup

 

(4)

Remediation and Construction Services, including site remediation and demolition

 

We intend to expand our business, as follows:

 

·

Secure agreements for our services in the industrial corridor between Lake Charles, Louisiana to Pensacola, Florida covering Louisiana, Mississippi, Alabama and Florida;

 

·

Build stronger relationships as a premier environmental contractor by securing client agreements leading to opening additional service centers;

 

·

Attempt to secure master service agreements with companies in need of environmental maintenance as well as an environmental responder if the need arises; and.

 

·

Establish Service Centers strategically located to cover an approximately 100-200-mile radius.

 

Service Center locations are a traditional format for conducting the environmental services business. Each Service Center will be a base of operations to provide environmental services for a radius of approximately 100 - 200 miles and will consist of a manager, foreman, multiple technicians, supplies and the necessary equipment to provide the environmental services. Our current headquarters in Waveland Mississippi is an active service center that will serve as a model for any new service centers. Our Chief Executive Officer will direct the establishment of each Service Center.

 

We plan on establishing our second Service Center in Northern, Florida to cover the territory from Lake Charges, Louisiana and Pensacola, Florida. Because this Service Center is contingent upon adequate funding and/or raising capital, we do not have a schedule for establishing this Service Center. Assuming we do receive adequate funds to establish the Northern, Florida Service Center, it will take approximately 3 months to become operational.

 

We intend to fund each Service Center through existing revenues and/or raising capital or a combination of the foregoing; however, there is no assurance that we will be successful in generating sufficient revenues or raising adequate capital.

 

Trends and Uncertainties

 

Our business is subject to the following trends and uncertainties:

 

·

The level of local, state and federal environmental regulation, which would positively or negatively affect the demand for our services;

 

·

The level of commercial and governmental business in the United States;

 

·

The political agenda of the Trump administration that will affect the level of environmental regulations and enforcement; and

 

·

Whether the level of our emergency response business will materially increase or decrease.

 

Going Concern

 

Our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. We had a working capital deficit of $45,492 at September 30, 2016 and a net loss of $71,828 for the nine months ended September 30, 2016. We have funded our activities to date from debt financings and earnings. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our management intends to finance operating costs over the next twelve months with existing cash on hand and public issuance of common stock. While we believe that we will be successful in obtaining the necessary financing and generating revenue to fund our operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that we will succeed in our future operations.

 

We will attempt to overcome the going concern opinion by increasing our revenues, as follows:

 

  

·

Expansion of our business by securing agreements for our services;

 

·

Build stronger relationships by securing client agreements leading to opening additional service centers;

 

·

Secure master service agreements;

 

·

Establish a service center in Northern Florida;

 

·

Marketing services; and

 

·

Obtaining financing.

 

Our attempt to overcome the going concern opinion may fail since all of the above will lead to increased expenses and possible net losses.

 

COMPARATIVE RESULTS FOR THE 9 MONTHS ENDED SEPTEMBER 30, 2016 AND SEPTEMBER 30, 2015 AND THE 3 MONTHS ENDED SEPTEMBER 30, 2016 AND SEPTEMBER 30, 2015

 

Results of Operations: For the 9 months ended September 30, 2015 and September 30, 2016

 

Liquidity and Capital Resources

 

Revenues

 

Our revenues for the nine months ended September 30, 2016 and 2015 were $1,127,072 and $1,825,343, respectively, reflecting decreased revenues of $698,271. The $698,271 decrease in our revenues is attributable to fewer needs for our services for the 9 months ended September 30, 2015 compared to the 9 months ended September 30, 2016.

 

As an emergency response company, our revenues have historically been contingent upon the occurrence of emergency incidents and the corresponding need for our services. Apart from whether the level of our emergency response business will materially increase or decrease contingent upon the occurrence of such emergency incidents, there are no known trends and uncertainties that are attributable to our decreased revenues or revenues in the immediate future. Additionally, there have been no increased prices or introduction of new services that were factors in our decreased revenues.

  

Net Loss

 

We had a net loss of $71,828 for the nine months ended September 30, 2016 and a net loss of $151,980 for the nine months ended September 30, 2015, reflecting decreased losses of $80,152 for the 9 months ended September 30, 2016. The 80,152 of decreased losses for the 9 months ended September 30, 2016 is primarily attributable to decreased general and administrative expenses of $410,194 and decreased cost of sales of $361,729 for the 9 months ended September 30, 2016.

 

We had a working capital deficit of $45,492 for the fiscal 9 months ended September 30, 2016 and a working capital deficit of $17,183 for our fiscal year ended December 31, 2015 representing a $28,309 increase in working capital deficit, which is primarily attributable to an increase of $238,788 in accounts payable, and offset by increase of $193,405 in accounts receivable during the 9 months ended September 30, 2016.

 

Our net cash flows provided by operating activities was $12,440 for the 9 months ended September 30, 2016 compared to $627 for the 9 months ended September 30, 2015, representing a $11,813 increase in cash flows provided by operating activities.

  

Operating Expenses

 

We incurred total operating expenses of $412,102 and $828,092 for the 9 months ended September 30, 2016 and 2015, reflecting a decrease of $415,990 for the nine months ending September 30, 2016. The primary components of this $415,990 primarily is attributable to a $410,194 decrease in general and administrative expenses for the 9 months ended September 30, 2016 stemming from increased demand for our emergency response services and corresponding general and administrative expenses for the 9 months ended September 30, 2016.

 

Our net cash used in investing activities were $6,000 and $0, respectively, for the nine months ended September 30, 2016 and 2015, the increase is solely attributable to $6,000 for purchase of property and equipment during the 9-month period ending September 30, 2016, with no entry for purchase of property and equipment for the 9-month period ending September 30, 2015.

 

Our net cash provided by financing activities was $15,486 for the 9-month period ended September 30, 2016, compared to $21,510 for the nine months ended September 30, 2015 reflecting decreased financing activities of $6,024.

 

Liquidity and Capital Resources

 

Going forward, our cash needs over the next 12 months from September 30, 2016, include the following estimated expenditures:

 

1)

Payroll, $788,440

2)

Insurances, $57,000

3)

Equipment Rentals, $84,000

4)

Lodging for our permanent and/or part-time employees and contractors for projects beyond approximately 65 miles of our current Waveland, Mississippi service center, $122,000

5)

New Service Center in Northern Florida, $351,000

 

Separate and apart from the above expenses, we estimate that we will incur approximately $57,000 of marketing expenses that we anticipate over the next 12 months from September 30, 2016.

 

These estimated expenditures are based on expenses from fiscal year 2015 and our increased emergency response projects over the last 2 years. These numbers will be drastically affected by whether we are successful in establishing a new service center and the volume of work; therefore, if we are unsuccessful in establishing a new service center and/or if workload happens to decrease our expenditures will correspondingly decrease.

 

We plan on meeting our cash needs, including SEC reporting costs, by: (a) attempting to increase our revenues through increased marketing; (b) securing additional master service agreements; and (c) obtaining financing through a debt or equity offering.

 

There is no assurance that we will secure additional capital. There currently are no agreements, arrangements, or understandings that would enable us to obtain funds through bank loans, lines of credit, or any other source.

 

Results of Operations: For the 3 months ended September 30, 2015 and September 30, 2016

 

Revenues

 

Our revenues for the 3-month period ended September 30, 2016 and 2015 were $432,341 and 914,631, respectively, reflecting decreased revenues of $482,290. The $482,290 of decreased revenues is primarily attributable to a higher demand for our services and corresponding increased amount of projects for the 3 months ended September 30, 2015 compared to the 3-month period ending September 30, 2016.

 

As an emergency response company, our revenues have historically been contingent upon the occurrence of emergency incidents and the corresponding need for our services. Apart from whether the level of our emergency response business will materially increase or decrease contingent upon the occurrence of such emergency incidents, there are no known trends and uncertainties that are attributable to our decreased revenues or are revenues in the immediate future. Additionally, there have been no increased prices or introduction of new services that were factors in our decreased revenues.

 

Net Loss

 

We had a net loss of $26,251 and $610,515 for the 3-month ended September 30, 2016 and 2015, respectively, reflecting decreased net losses of $584,264 comparing the 3-month period ended September 30, 2015 to the three-month period ended September 30, 2016. The $584,264 decrease in net loss is primarily attributable to a $534,322 decrease in general and administrative expenses, $531,987 decrease in cost of revenue and decreased revenues of $482,290 for the 3 months ended September 30, 2016 when comparing the 3 months ended September 30, 2015.

 

Operating Expenses

 

We incurred total operating expenses of $114,074 and $649,598, respectively, for the 3-month period ended September 30, 2016 and 2015, reflecting a decrease of $535,524 for the 3 months ended September 30, 2016. The primary components of this $535,524 decrease are primarily attributable to a $534,322 decrease in general and administrative expenses.

 

  

Off-Balance sheet arrangements

 

None.

 

Item 3.   Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable

 

Item 4.   Controls and Procedures.

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’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 for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

As required by SEC Rule 15d-15(b), 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 the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2016.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  We will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.

 

  

PART II – OTHER INFORMATION

 

Item 1.   Legal Proceedings.

 

We know of no material pending legal proceedings to which our company or our subsidiary is a party or of which any of our properties, or the properties of our subsidiary, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

 

We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or our subsidiary or has a material interest adverse to our company or our subsidiary.

 

Item 1A.   Risk Factors

 

As a smaller reporting company, we are not required to provide risk factors; however, you may review risk factors in our S-1 Registration Statement beginning at page 7, at the following link: https://www.sec.gov/Archives/edgar/data/1643930/000114420416117507/v446392_s1a5.htm.

 

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

 

During the nine months ended September 30, 2016, we:

  

a)

Issued 480,000 shares of common stock at $0.05 per share for cash proceeds of $24,000.

 

b)

Received cash proceeds of $11,000 from the collection of a subscription receivable.

 

c)

Issued 5,000 shares of common stock for an aggregate value of 250 to a new board member as compensation for consulting services.

 

d)

Issued 200,000 shares of common stock with a fair value of $10,000 to a non-related third party as compensation.

 

(e)

Issued 125,000 shares of common stock to our corporate and securities counsel for one year of legal services.

 

Item 3.   Defaults Upon Senior Securities

 

None

 

Item 4.   Mine Safety Disclosures.

 

None

 

Item 5.   Other information

 

None.

 

Item 6.   Exhibits.

 

EXHIBIT INDEX

 

Exhibit Number		Description
31.1		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

 

  

SIGNATURES

 

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, thereunto duly authorized.

 

Date: November 14, 2016

 

DYNAMIC ENVIRO, INC.
By:       /s/ Brant Cochran
Name: Brant Cochran
Chief Executive Officer
(Principal Executive Officer & Chief Executive Officer)

  

By:       /s/ Alfred Chisholm
Name: Alfred Chisholm
Chief Financial Officer
(Chief Financial Officer/Chief Accounting Officer)