Attached files

file filename
EX-31.1 - Dynamic Enviro Inc.ex31_1.htm
EX-32.2 - Dynamic Enviro Inc.ex32_2.htm
EX-32.1 - Dynamic Enviro Inc.ex32_1.htm
EX-31.2 - Dynamic Enviro Inc.ex31_2.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2017
 
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   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   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
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No 
 
The Company has 76,978,320 shares outstanding as of May 11, 2017
 
1

 
  
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
 
 
2

 
  
PART I – FINANCIAL INFORMATION
 
F-1

  
 
DYNAMIC ENVIRO, INC.
Balance Sheets
(Unaudited)

 
March 31,
   
December 31,
 
   
2017
   
2016
 
   
   
 
ASSETS
 
   
 
 
 
   
 
Current Assets
 
   
 
 
 
   
 
Cash
 
$
8,297
   
$
6,359
 
Accounts receivable
   
51,007
     
212,346
 
Prepaid expenses
   
16,250
     
23,640
 
 
               
Total Current Assets
   
75,554
     
242,345
 
 
               
Property and equipment; net of accumulated amortization of $276,059 and $272,728, respectively
   
98,092
     
45,248
 
 
               
Total Assets
 
$
173,646
   
$
287,593
 
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
               
 
               
Current Liabilities
               
 
               
Accounts payable
 
$
167,893
   
$
156,568
 
Accrued expenses
   
196,445
     
193,261
 
Line of credit
   
97,505
     
100,561
 
Notes payable
   
15,651
     
15,651
 
Capital lease obligation
   
8,619
     
-
 
Due to related party
   
31,099
     
30,085
 
                 
Total Current Liabilities
   
517,212
     
496,126
 
                 
Long Term Liabilities
               
Due to related party
   
7,283
     
8,297
 
Capital lease obligation
   
41,007
     
-
 
     
565,502
     
504,423
 
Stockholders' Deficit
               
                 
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:76,978,320 and 76,978,320 shares as of March 31, 2017 and December 31, 2016, respectively
   
7,698
     
7,698
 
Additional Paid-in Capital
   
222,564
     
222,564
 
Accumulated deficit
   
(622,118
)
   
(447,092
)
                 
Total Stockholders' Deficit
   
(391,856
)
   
(216,830
)
                 
Total Liabilities and stockholders' deficit
 
$
173,646
   
$
287,593
 
 
(The accompanying notes are an integral part of these unaudited financial statements)
 
F-2
 

 

DYNAMIC ENVIRO, INC.
Statements of Operations
(Unaudited)

   
For the Three Months Ended March 31,
 
   
2017
   
2016
 
   
   
 
Revenue
 
$
186,199
   
$
149,922
 
 
               
Cost of Revenue
   
155,750
     
113,664
 
 
               
Gross Profit
   
30,449
     
36,258
 
 
               
Operating Expenses
               
Depreciation expense
   
3,331
     
6,079
 
General and administrative
   
201,185
     
101,462
 
 
               
Total Operating Expenses
   
204,516
     
107,541
 
 
               
Operating Loss
   
(174,067
)
   
(71,283
)
 
               
Other Expenses
               
Interest expense
   
(959
)
   
-
 
 
               
Total Other Expenses
   
(959
)
   
-
 
Net Loss
 
$
(175,026
)
 
$
(71,283
)
 
               
Net Loss Per Share, Basic and Diluted
 
$
(0.00
)
 
$
(0.00
)
Weighted Average Shares Outstanding, Basic and Diluted
   
76,978,320
     
76,359,913
 

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

F-3

DYNAMIC ENVIRO, INC.
Statements of Cash Flows
(Unaudited)


 
For The Tree Months Ended March 31,
 
   
2017
   
2016
 
   
   
 
Cash Flows from Operating Activities
 
   
 
         
Net loss
 
$
(175,026
)
 
$
(71,283
)
                 
Adjustments to reconcile net loss to net cash used in operating activities:
               
   Depreciation expense
   
3,331
     
6,079
 
Changes in operating assets and liabilities:
               
Accounts receivable
   
161,339
     
(52,624
)
Prepaid expenses
   
7,390
     
-
 
Accounts payable and accrued expense
   
14,509
     
67,742
 
 
               
Net Cash (Used in) Provided by Operating Activities
   
11,543
     
(50,086
)
 
               
                 
Cash Flows from Investing Activities
               
                 
   Purchase of property and equipment
   
(6,549
)
   
-
 
                 
Net Cash Used in Investing Activities
   
(6,549
)
   
-
 
                 
 
               
Cash Flows from Financing Activities
               
   Repayments from credit lines
   
(12,556
)
   
-
 
   Proceeds from credit lines
   
9,500
     
-
 
   Proceeds received from subscription receivable
   
-
     
10,000
 
   Proceeds received from issuance of common stock
   
-
     
24,000
 
                 
Net Cash Provided by (Used in) Financing Activities
   
(3,056
)
   
34,000
 
                 
Net change in Cash
   
1,938
     
(16,086
)
                 
Cash - Beginning of Year
   
6,359
     
23,845
 
                 
Cash - End of Year
 
$
8,297
   
$
7,759
 
                 
Supplemental disclosures of cash flow information:
               
Interest paid
 
$
959
   
$
-
 
Income taxes paid
 
$
   
$
 
 
               
Noncash investing and financing activities:
               
Vehicle acquired through capital lease
 
$
49,626
   
$
 

(The accompanying notes are an integral part of these unaudited financial statements)
 
F-4
 

DYNAMIC ENVIRO, INC.
Notes to the Financial Statements
March 31, 2017  
 
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 under common control 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 transfer of the business from Dynamic Environmental, Inc. to the Company was accomplished solely through the transfer of the net assets of Dynamic Environmental to the Company and did not involve a merger, business combination, exchange of shares or other transaction under ASC 805. The transaction was accounted for as a transfer of a business between entities under common control and the financial statements included herein are presented as a retrospective combination of the entities for all periods presented as if the combination had been in effect since the inception of common control in accordance with ASC 805-50-45. 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 March 31, 2017, and for the three months ended March 31, 2017 and 2016, 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, 2016 and 2015.

 
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 $441,658 at March 31, 2017 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.
 
F-5

3.
Property and Equipment
 
 
 
Equipment
$
 
 
Vehicles
$
 
 
Total
$
 
 
 
 
 
 
 
 
 
 
 
Cost:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2016
 
 
93,080
 
 
 
224,896
 
 
 
317,976
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additions
 
 
6,549
 
 
 
49,626
 
 
 
56,175
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, March 31, 2017
 
 
99,629
 
 
 
274,522
 
 
 
374,151
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated amortization:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2016
 
 
69,859
 
 
 
202,869
 
 
 
272,728
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additions
 
 
1,551
 
 
 
1,780
 
 
 
3,331
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, March 31, 2017
 
 
71,410
 
 
 
204,649
 
 
 
276,059
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carrying amounts:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2016
 
 
23,221
 
 
 
22,027
 
 
 
45,248
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, March 31, 2017
 
 
28,219
 
 
 
69,873
 
 
 
98,092
 
 
5.
Related Party Transactions
 
 
As of March 31, 2017 and December 31, 2016, the Company owes the President of the Company $26,030 for advances payable to the fund Company. The amount is unsecured, non-interest bearing and due on demand.
 
 
 
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. No Payments were made during the three months ended March 31, 2017. As of March 31, 2017 and December 31, 2016, the Company owes the President of the Company $12,352 for the purchase of the vehicle, of which $5,069 and 4,055 were classified as short term, respectively.
.
 
 
6.
Line of Credit

 
During the year ended December 31, 2016, the Company entered a credit line agreement with a non-related third party for $100,000. The loan is secured by certain assets of the Company, bears interest at a rate of 7.25% and is due on demand. As of March 31, 2017 and December 31, 2016 the Company has an outstanding balance of $97,505 and $100,561, respectively.

 
7.
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. During the year ended December 31, 2016, the Company made payments of $6,500 (2015 - $0), and no payments were made during the three month ended March 31, 2017. As of December 31, 2016 and March 31, 2017, the Company owed $15,651
 
In March 2017 the Company leased a new vehicle with a $0 dollar purchase option at the end of the lease term. The Company determined the lease qualified as capital lease. The purchase price of the vehicle was $49,626. The Company agreed to pay a total of $59,238 over the 60 month term of the lease.
 
F-6

 
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.
3

   
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.
 
 
4

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 $411,658 at March 31, 2017 and a net loss of $175,026 for the three months ended March 31, 2017. 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 3 MONTHS ENDED MARCH 31, 2017 AND MARCH 31, 2016 AND THE 3 MONTHS ENDED MARCH 31, 2017 AND MARCH 31, 2016
 
Results of Operations: For the 9 months ended March 31, 2016 and March 31, 2017
 
Revenues
 
Our revenues for the 3 months ended March 31, 2017 and 2016 were $186,199 and $149,922, respectively, reflecting increased revenues of $36,277. The increase in our revenues is attributable to additional remedial and emergency response projects.
 
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 increased revenues.
5

 
Operating Expenses
 
We incurred total operating expenses of $204,156 and $107,541 for the three months ended March 31, 2017 and 2016, reflecting an increase of $96,975 for the three months ending March 31, 2017. The increased three months ended March 31, 2017 is primarily attributable to additional employees being added and increased professional fees.

Net Loss
 
We had a net loss of $175,026 for the three months ended March 31, 2017 and a net loss of $71,283 for the three months ended March 31, 2016, reflecting increased losses of $103,743 for the 3 months ended March 31, 2017. The increased losses for the three months ended March 31, 2017 is primarily attributable to additional employees being added and increased professional fees.

Liquidity and Capital Resources
 
We had a working capital deficit of $441,658 for the fiscal 3 months ended March 31, 2017 and a working capital deficit of $253,781 for our fiscal year ended December 31, 2016, representing a $187,877 increase in working capital deficit, which is primarily attributable to decreased accounts receivable and increased accounts payable and accrued expensed during the 3 months ended March 31, 2017.

Our net cash provided by / (used in) operating activities was $11,543 for the three month period ended March 31, 2017, compared to $(50,086) for the three months ended March 31, 2016 reflecting increased operating activities of $61,629, which is primarily attributable to reduced accounts receivable and accounts payable which were partial offset by an increased loss.

Our net cash used in investing activities were $6,549 and $0, respectively, for the three months ended March 31, 2017 and 2016, the decrease is attributable to purchase of property and equipment.

Our net cash flows provided by financing activities was $(3,056) for the 3 months ended March 31, 2017 compared to $34,000 for the 3 months ended March 31, 2016, representing a $37,056 decrease in cash flows provided by operating activities mainly due to the repayment of credit lines during the three months ended March 31, 2017 compared to proceeds from the issuance of common stock during the three months ended March 31, 2016.


Going forward, our cash needs over the next 12 months from March 31, 2017, 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 March 31, 2017.
6

 
These estimated expenditures are based on expenses from fiscal year 2016 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.
  
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 March 31, 2017.
 
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.
7

 
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.
 
After the three months ended March 31, 2017, on April 5, 2017, we sold 15,000 common stock shares to Melissa Brenner at $0.10 per share for an aggregate investment of $ $5000.

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
 
 
 
 
8


  
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: May 15, 2017
 
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)
 
 
   
 
 
9