U.S. SECURITIES AND EXCHANGE
COMMISSION
 Washington, D.C.
20549
 FORM 10-K
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
ACT OF 1934
 
 For
the fiscal year ended December 31, 2008
 Commission
file number: 333-150652
 
 DYNAMIC APPLICATIONS
CORP.
 (Exact
name of registrant as specified in its charter)
 
 Delaware
                
                98-0573566(State
      of incorporation)
                
                (I.R.S.
      Employer Identification No.)
 
 c/o Asher
Zwebner
 216 Jaffa
Street
 Jerusalem
Israel
 (Address
of principal executive offices)
 
 972 - (2)
5021322
 (Registrant’s
telephone number, including area code)
 
 Securities
registered pursuant to Section 12(b) of the Exchange Act:
 None
 
 Securities
registered pursuant to Section 12(g) of the Exchange Act:
 Common
Stock, $0.001 par value
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes  ̈     No x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes  ̈     No x
 
 Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  ̈
 
 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
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  ̈  (Do
      not check if a smaller reporting company)
              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  ý No
 
 The
issuer’s revenues for its most recent fiscal year were$0___
 
 The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, based on the last sales price quoted on NASDAQ
Over-the-Counter Bulletin Board on September 30 , 2008, the last business day of
the registrant’s most recently completed second fiscal quarter, was
approximately $0___.
 
 The
number of shares of the issuer’s common stock issued and outstanding as of
January 26 2009 was 25,000,000shares.
 
 Documents
Incorporated By Reference:  None
  2
  TABLE
OF CONTENTS
 
 
 PagePART
      IItem
      1
                        
                        Business
                        
                        4Item
      1A
                        
                        Risk
      Factors
                        
                        7Item
      1B
                        
                        Unresolved
      Staff Comments
                        
                        13Item
      2
                        
                        Properties
                        
                        13Item
      3
                        
                        Legal
      Proceedings
                        
                        13Item
      4
                        
                        Submission
      of Matters to a Vote of Security Holders
                        
                        13PART
      IIItem
      5
                        
                        Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                        
                        13Item
      6
                        
                        Selected
      Financial Data
                        
                        14Item
      7
                        
                        Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
                        
                        14Item
      7A
                        
                        Quantitative
      and Qualitative Disclosures About Market Risk.Item
      8
                        
                        Financial
      Statements and Supplementary Data.
                        
                        18Item
      9
                        
                        Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
                        
                        18Item
      9A
                        
                        Controls
      and Procedures
                        
                        18Item
      9B
                        
                        Other
      Information
                        
                        19PART
      IIIItem
      10
                        
                        Directors,
      Executive Officers and Corporate Governance
                        
                        19Item
      11
                        
                        Executive
      Compensation
                        
                        21Item
      12
                        
                        Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                        
                        22Item
      13
                        
                        Certain
      Relationships and Related Transactions, and Director
      Independence
                        
                        22Item
      14
                        
                        Principal
      Accountant Fees and Services
                        
                        23PART
      IVItem
      15
                        
                        Exhibits,
      Financial Statement Schedules
                        
                        23SIGNATURES
                        
                        25
  3
  PART
I
 
 Item
1.  Business.
 
 As used
in this Annual Report on Form 10-K (this “Report”), references to the “Company,”
the “Registrant,” “we,” “our” or “us” refer to Dynamic Applications Corp.,
unless the context otherwise indicates.
 
 Forward-Looking
Statements
 
 This
Report contains forward-looking statements.  For this purpose, any
statements contained in this Report that are not statements of historical fact
may be deemed to be forward-looking statements. Forward-looking information
includes statements relating to future actions, prospective products, future
performance or results of current or anticipated products, sales and marketing
efforts, costs and expenses, interest rates, outcome of contingencies, financial
condition, results of operations, liquidity, business strategies, cost savings,
objectives of management, and other matters. You can identify forward-looking
statements by those that are not historical in nature, particularly those that
use terminology such as “may,” “will,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,”  “believes,” “plans,” “projected,”
“predicts,” “potential,” or “continue” or the negative of these similar
terms.  The Private Securities Litigation Reform Act of 1995 provides
a “safe harbor” for forward-looking information to encourage companies to
provide prospective information about themselves without fear of litigation so
long as that information is identified as forward-looking and is accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in the
information.
 
 These
forward-looking statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that we cannot predict. In evaluating these
forward-looking statements, you should consider various factors, including the
following: (a) those risks and uncertainties related to general economic
conditions, (b) whether we are able to manage our planned growth efficiently and
operate profitable operations, (c) whether we are able to generate sufficient
revenues or obtain financing to sustain and grow our operations, (d) whether we
are able to successfully fulfill our primary requirements for cash, which are
explained below under “Liquidity and Capital Resources”.  We assume no
obligation to update forward-looking statements, except as otherwise required
under the applicable federal securities laws.
 
 Corporate
Background
 
 We were incorporated in Delaware on March 7, 2008 and are
a development stage company. On March 27, 2008, we entered into an exclusive
worldwide patent sale agreement (the "Patent Transfer and Sale Agreement ") with
Appelfeld Zer Fisher, in relation to a patented technology (Patent Number:
5497555). The technology presents the design and development of an
electromagnetic percussion machine whose striking piston is made of a single
monolithic block of material and which is, as result, more durable and rugged
than heretofore comparable device in exchange for a commitment to pay Appelfeld
Zer Fisher US $17,000 (Seventeen thousand United States Dollars), according to
the condition specified in the Patent Transfer and Sale Agreement related to the
Patent Number: 5497555.
  4
  The
Dynamic Applications’ invention relates to percussion machines and, more
particularly, to electromagnetic percussion hammers and related devices. The
electromagnetic percussion device is comprised of the following: (a) a housing;
(b) an instrument connected to, and extending beyond, the housing; (c) a driving
member reciprocatable within the housing, the driving member including an
intermediate region of a first diameter and an enlarged anterior head of a
second diameter, the second diameter being larger than the first diameter; (d) a
piston body reciprocatable within the housing and adapted to impact the
instrument, the piston body including a coupling element for slidably
accommodating the head of the driving member, thereby coupling the driving
member and the piston body together, the coupling element including a plurality
of leaves which enclose and confine the head of the driving member when the
coupling element is within the housing but which can be moved apart when the
coupling element is outside the housing to allow the head of the driving member
to be inserted into, or removed from, the coupling element; (e) an
electromagnetically active body connected to the driving member; and (f) an
electromagnetic coil connected to the housing, the coil operationally coupled to
the electromagnetically active body so as to cause the reciprocation of the
driving member.
  The
present invention involves a unique design in which the positions of the
electromagnetic coil and electromagnetically active body are reversed.
Therefore, the present invention successfully addresses the shortcomings of the
presently known configurations by providing an electromagnetic percussion
machine whose striking piston is made of a single monolithic block of material
and which is, as result, more durable and rugged than heretofore comparable
devices.
 
 Third-Party
Manufacturers
  We will
rely on third parties to develop a prototype and to work with us to manufacture
the product. If our manufacturing and distribution agreements are not
satisfactory, we may not be able to develop or commercialize our device as
planned. In addition, we may not be able to contract with third parties to
manufacture our device in an economical manner. Furthermore, third-party
manufacturers may not adequately perform their obligations, which may impair our
competitive position. If a manufacturer fails to perform, we could experience
significant time delays or we may be unable to commercialize or continue to
market our electromagnetic percussion system.
  Intellectual
Property
  On March
27, 2008, we signed a Patent Transfer and Sale Agreement with Appelfeld Zer
Fisher, the original owners of the technology, licensing all rights, title and
interest in, the electromagnetic percussion device. On April 13, 2008, the
patent assignment was recorded in the United States Patent and Trademark
Office.
 
 Competition
  There are
several companies in the electromagnetic percussion field, including major
international manufacturers. We are not, however, aware of any other company
that has developed, manufactured, and/or marketed a device of a similar nature
that incorporates a design in which the positions of the electromagnetic coil
and electromagnetically active body are reversed.
  A typical
percussion machine includes a hollow housing through which a piston is
reciprocated. The piston periodically impacts an instrument, such as a suitable
chisel-like member, which extends beyond the housing. To operate a percussion
machine, the distal tip of the instrument is brought into contact with the work
piece to be impacted and the percussion machine is activated, causing the piston
to reciprocate within the housing and to impact the instrument which transits
the shock to the work piece.
  Various
methods for causing the piston to reciprocate within the housing are available.
These include various pneumatic systems which use air pressure to cause the
reciprocation of the piston within the housing. A disadvantage of pneumatic
percussion hammers is that they must include, or be directly connected to, a
source of high pressure air, typically a compressor with its attendant motor.
This renders the unit bulky and difficult to transport and thus less versatile
in many applications where it is desired to move the unit
frequently.
  5
  Another
common method used by our competitors involves a design whereby the piston unit
wherein the piston body forms a confined region through which the annular
permanent magnet can travel requires that the piston body be made of at least
two portions. This non-monolithic construction is undesirable since the piston
body is, as a result, susceptible to failure upon repeated impacts.
 
 By
contrast, we believe our present invention successfully addresses the
shortcomings of the presently known configurations by providing an
electromagnetic percussion machine whose striking piston is made of a single
monolithic block of material and which is, as result, more durable and rugged
than heretofore comparable devices.
  Existing
Or Probable Government Regulations
  We may be
subject to the provisions of the Federal Consumer Product Safety Act and the
Federal Hazardous Substances Act, among other laws. These acts empower the CPSC
to protect the public against unreasonable risks of injury associated with
consumer products. The CPSC has the authority to exclude from the market
articles that are found to be hazardous and can require a manufacturer to repair
or repurchase such devices under certain circumstances. Any such determination
by the CPSC is subject to court review. Violations of these acts may also result
in civil and criminal penalties. Similar laws exist in some states and cities in
the U.S. and in many jurisdictions throughout the world.
  Employees
  Other
than our current Directors and officers, we have no other full time or part-time
employees. If and when we develop the prototype for our electromagnetic
percussion system, and are able to begin manufacturing and marketing, we may
need additional employees for such operations. We do not foresee any significant
changes in the number of employees or consultants we will have over the next
twelve months.
  Recent Developments
 
 Effective
November 1, 2008, the Company entered into an Employment Agreement with Mr. Amir
Elbaz (“Elbaz Agreement”), which engaged Mr. Elbaz on a full time basis as its
President and Chief Executive Officer, who will supervise and manage all aspects
of the Company’s operations. Pursuant to Elbaz Agreement, Mr. Elbaz will receive
an annual salary of $180,000 during the three-year term, commencing on November
1, 2008, payable in monthly installments on the last day of each
month.
 
 The
Company has agreed to issue to Mr. Elbaz, on or before January 7, 2009, two
million two hundred thousand shares of its common stock and an employee stock
option to purchase one million one hundred thousand shares of the Company’s
common stock at an exercise price of $.01 per share. Two hundred seventy five
thousand (275,000) shares granted by the employee stock option will vest on the
first anniversary of the Elbaz Agreement and continue for three subsequent
anniversaries, subject to Elbaz’s continued employment at the end of each
anniversary. In the event of termination of Elbaz employment with the Company,
for any reason excluding termination for cause, the employee stock option will
be immediately vested in full and exercisable as of the date of
termination.
  6
 
 In
addition, the Company has agreed to issue to Mr. Elbaz, on or before January 7,
2009, an employee performance stock option to purchase one million one hundred
thousand shares of the Company’s common stock at an exercise price of $1.00 per
share. Two hundred seventy five thousand (275,000) shares granted by the
employee performance stock option will vest on the fifth anniversary of the
Elbaz Agreement and continue for three subsequent anniversaries, subject to
Elbaz’s continued employment at the end of each anniversary. In the event of
termination of Elbaz employment with the Company, for any reason excluding
termination for cause, all employee performance option will be immediately
vested in full and exercisable as of the date of termination.
 
 In the
event of change of control of the Company during Elbaz’s employment with the
Company, the employee performance stock option will be accelerated and become
vested in full and exercisable as of the date of signing a definitive agreement
for the acquisition of the Company.
 
 Effective
on November 1, 2008, the Company entered into an Executive Employment Agreement
with Mr. Asher Zwebner (“Zwebner Agreement”), which engaged Mr. Zwebner as its
Chief Financial Officer who will perform the operational and financial
management of the Company. Pursuant to the Agreement, Mr. Zwebner will receive
$2,000 per month during the one-year term, commencing on November 1, 2008 and
ending on October 31, 2009. If the Agreement is terminated for any reason by
either party during the term, Mr. Zwebner will be entitled to the base salary as
if the Agreement expired at the end of the one year term.
 
 Item
1A  Risk Factors
 
 1.
              We
      are a development stage company with no operating history and may never be
      able to carry out our business plan or achieve any revenues or
      profitability; at this stage of our business, even with our good faith
      efforts, potential investors have a high probability of losing their
      entire investment.
 
 We are
subject to all of the risks inherent in the establishment of a new business
enterprise. We were established on March 6, 2008, for the purpose of engaging in
the development, manufacture, and sale of an electromagnetic percussion device
which uses a patented technology for an electromagnetic percussion machine whose
striking piston is made of a single monolithic block of material. We have not
generated any revenues nor have we realized a profit from our operations to
date, and there is little likelihood that we will generate any revenues or
realize any profits in the short term. Any profitability in the future from our
business will be dependent upon the successful development of an electromagnetic
percussion machine prototype, which itself is subject to numerous
industry-related risk factors as set forth herein. We may not be able to
successfully carry out our business. There can be no assurance that we will ever
achieve any revenues or profitability. Accordingly, our prospects must be
considered in light of the risks, expenses, and difficulties frequently
encountered in establishing a new business in our industry, and our Company is a
highly speculative venture involving significant financial risk.
 
 2.
              We
      expect to incur operating losses in the next twelve months because we have
      no plan to generate revenues unless and until we successfully develop a
      valid prototype of our electromagnetic percussion
  device.
 
 We have
never generated revenues. We intend to engage in the manufacture and
distribution of a new and improved electromagnetic percussion system. We own the
right to exploit the technology and patent for a new and improved
electromagnetic percussion system. However, our electromagnetic percussion
system is not currently available for sale. We intend to develop a fully
workable prototype, which can then be used to develop and manufacture the actual
product. We will rely on third parties to develop workable prototypes and to
work with us to manufacture the product. We expect to incur operating losses
over the next twelve months because we have no source of revenues unless and
until we are successful in developing a workable prototype of our
electromagnetic percussion system. We cannot guarantee that we will ever be
successful in developing a workable prototype or in generating revenues in the
future. We recognize that if we are unable to generate revenues, we will not be
able to earn profits or continue operations. We can provide investors with no
assurance that we will generate any operating revenues or ever achieve
profitable operations.
  7
 
 3.
              We
      do not have sufficient cash to fund our operating expenses for the next
      twelve months, and we will require additional funds through the sale of
      our common stock, which requires favorable market conditions and interest
      in our activities by investors. We may not be able to sell our common
      stock and funding may not be available for continued
      operations.
 
 The
Company has completed a capital formation activity in accordance with a
Registration Statement on Form S-1 submitted to the SEC to register and sell in
a self-directed offering 2,000,000 shares of newly issued common stock at an
offering price of $0.04 per share for proceeds of $80,000. The Company had
incurred $20,000 of deferred offering costs related to this capital formation
activity. There is not enough cash on hand to fund our administrative expenses
and operating expenses or our proposed research and development program for the
next twelve months. In addition, we will require substantial additional capital
following the development of a valid workable prototype for our electromagnetic
percussion system in order to market, arrange for the manufacturing of, and sell
our product. Because we do not expect to have any cash flow from operations
within the next twelve months, we will need to raise additional capital, which
may be in the form of loans from current stockholders and/or from public and
private equity offerings. Our ability to access capital will depend on our
success in implementing our business plan. It will also depend upon the status
of the capital markets at the time such capital is sought. Should sufficient
capital not be available, the implementation of our business plan could be
delayed and, accordingly, the implementation of our business strategy would be
adversely affected. If we are unable to raise additional funds in the future, we
may have to cease all substantive operations. In such event it would not be
likely that investors would obtain a profitable return on their investment or a
return of their investment at all.
 
 4.
              Our
      auditors have expressed substantial doubt about our ability to continue as
      a going concern, we may have to suspend or cease operations within twelve
      months.
 
 Our
audited financial statements for the period from March 7, 2008 (inception)
through December 31, 2008, were prepared using the assumption that we will
continue our operations as a going concern. We were incorporated on March 7,
2008, and do not have a history of earnings. As a result, our independent
accountants in their audit report have expressed substantial doubt about our
ability to continue as a going concern. Continued operations are dependent on
our ability to complete equity or debt financing activities or to generate
profitable operations. Such capital formation activities may not be available or
may not be available on reasonable terms. Our financial statements do not
include any adjustments that may result from the outcome of this
uncertainty.  The Company has completed a capital formation activity
in accordance with a Registration Statement on Form S-1 submitted to the SEC to
register and sell in a self-directed offering 2,000,000 shares of newly issued
common stock at an offering price of $0.04 per share for proceeds of $80,000.
The Company had incurred $20,000 of deferred offering costs related to this
capital formation activity. There is not enough cash on hand to fund our
administrative expenses and operating expenses or our proposed research and
development program for the next twelve months. Therefore, we may be unable to
continue operations in the future as a going concern. If we cannot continue as a
viable entity, our stockholders may lose some or all of their investment in the
Company.
  8
 
 5.
              We
      have no track record that would provide a basis for assessing our ability
      to conduct successful business activities. We may not be successful in
      carrying out our business
objectives.
 
 The
revenue and income potential of our proposed business and operations are
unproven as the lack of operating history makes it difficult to evaluate the
future prospects of our business. There is nothing at this time on which to base
an assumption that our business operations will prove to be successful or that
we will ever be able to operate profitably. Accordingly, we have no track record
of successful business activities, strategic decision-making by management,
fund-raising ability, and other factors that would allow an investor to assess
the likelihood that we will be successful in developing a valid workable
prototype of our product and thereafter making it available for sale. There is a
substantial risk that we will not be successful in implementing our business
plan, or if initially successful, in thereafter generating any operating
revenues or in achieving profitable operations.
 
 6.
              As a development stage company,
      we may experience substantial cost overruns in developing our prototype
      and creating a strategy for future stages such as manufacturing and
      marketing our product, and we may not have sufficient capital to
      successfully complete the development and marketing of our
      product.
  We may
experience substantial cost overruns in manufacturing and marketing our
prototype and then the product itself, and may not have sufficient capital to
successfully complete our project. We may not be able to manufacture or market
our product because of industry conditions, general economic conditions, and/or
competition from potential manufacturers and distributors. In addition, the
commercial success of any product is often dependent upon factors beyond the
control of the company attempting to market the product, including, but not
limited to, market acceptance of the product and whether or not third parties
promote the products through prominent marketing channels and/or other methods
of promotion.
  7.
              We will rely on third parties
      to develop a prototype and to manufacture our proposed
      product.
 
 We will
rely on third parties to develop a prototype and to work with us to manufacture
the product. If we are unable to enter into manufacturing or distribution
agreements, or if our manufacturing and distribution agreements are not
satisfactory, we may not be able to develop or commercialize our product as
planned. In addition, we may not be able to contract with third parties to
manufacture our product in an economical manner. Furthermore, third-party
manufacturers may not adequately perform their obligations, which may impair our
competitive position. If a manufacturer fails to perform, we could experience
significant time delays or we may be unable to commercialize or continue to
market our electromagnetic percussion system, which would result in losses of
sales and goodwill.
 
 8.
              We
      are a small company with limited resources compared to some of our current
      and potential competitors and we may not be able to compete effectively
      and increase market share.
 
 The
electromagnetic percussion system industry is highly competitive and although we
believe our technology offers unique developments, we cannot guarantee that
these unique features are enough to effectively capture a significant enough
market share to successfully launch and sustain our product. Most of our current
and potential competitors have longer operating histories, significantly greater
resources and name recognition, and a larger base of distributors and customers
than we have. As a result, these competitors have greater name credibility with
our potential distributors and customers. Our competitors also may be able to
adopt more aggressive pricing policies and devote greater resources to the
development, promotion, and sale of their products and services than we can to
ours. To be competitive, we must continue to invest significant resources in
research and development, sales and marketing, and customer support. We may not
have sufficient resources to make these investments or to develop the
technological advances necessary to be competitive, which in turn will cause our
business to suffer and restrict our profitability potential.
  9
 
 9.
              Our
      success depends on third party distribution
  channels.
 
 We intend
to sell our product ourselves and through a series of resellers and
distributors. Our future revenue growth will depend in large part on sales of
our product through these relationships. We may not be successful in developing
distribution relationships. Entities that distribute our product may compete
with us. In addition, these distributors may not dedicate sufficient resources
or give sufficient priority to selling our product. Our failure to develop
distribution channels, the loss of a distribution relationship, or a decline in
the efforts of a material reseller or distributor could prevent us from
generating sufficient revenues to become profitable.
 
 10.
              Changing
      consumer preferences may negatively impact our
  business
  The
Company's success is dependent upon the ongoing need and appeal for an
electromagnetic percussion product. Consumer preferences with respect to
electromagnetic percussion systems are continuously changing and are difficult
to predict. As a result of changing consumer preferences, many percussion
systems are successfully marketed for a short period of time and then interest
or demand or consumer requirements change. We cannot assure you that our product
will achieve customer acceptance or will continue to be popular with consumers
for any significant period of time, or that new products will achieve an
acceptable degree of market acceptance, or that if such acceptance is achieved,
it will be maintained for any significant period of time. Our success is
dependent upon our ability to develop, introduce, and gain customer acceptance
of the Company’s electromagnetic percussion product and to do so in a reasonable
duration and cost-effective manner. The failure of our product to achieve and
sustain market acceptance and to produce acceptable margins could have a
material adverse effect on our financial condition and results of
operations.
  11.
              Because our Directors and
      officers have no experience in running a company that sells
      electromagnetic percussion systems, they may not be able to successfully
      operate such a business which could cause you to lose your
      investment.
  We are a
development stage company and we intend to manufacture, market, and sell an
electromagnetic percussion system. ,Our current directors and officers, have
effective control over all decisions regarding both policy and operations of our
Company with no oversight from other management. Our success is contingent upon
the ability of these individuals to make appropriate business decisions in these
areas. However, our directors and officers have no experience in operating a
company that sells electromagnetic percussion systems. It is possible that this
lack of relevant operational experience could prevent us from becoming a
profitable business and hinder an investor from obtaining a return on his
investment in us.
  12.
              Because
      directors and officers have other outside business activities and will
      only be devoting up to 10% of their time to our operations, our operations
      may be sporadic which may result in periodic interruptions or suspensions
      of our business activities.
  Our
directors and officers are only engaged in our business activities on a
part-time basis. This could cause the officers a conflict of interest between
the amount of time they devote to our business activities and the amount of time
required to be devoted to their other activities. Our current directors and
officers, intend to devote only approximately 5 hours per week to our business
activities. Subsequent to the completion of this offering, we intend to increase
our business activities in terms of research, development, marketing and sales.
This increase in business activities may require that either our directors and
officers engage in our business activities on a full-time basis or that we hire
additional employees; however, at this time, we do not have sufficient funds to
pursue either option.
  10
 
 13.
              If
      our intellectual property protection is inadequate, competitors may gain
      access to our technology and undermine our competitive
      position.
  We regard
our current and future intellectual property as important to our success, and we
rely on patent law to protect our proprietary rights. Despite our precautions,
unauthorized third parties may copy certain portions of our product or reverse
engineer or obtain and use information that we regard as proprietary. We have
been granted one patent in the United States and we may seek additional patents
in the future. We do not know if any future patent application will be issued
with the scope of the claims we seek, if at all, or whether any patents we
receive will be challenged or invalidated. Thus, we cannot assure you that our
intellectual property rights can be successfully asserted in the future or that
they will not be invalidated, circumvented or challenged. In addition, the laws
of some foreign countries do not protect proprietary rights to the same extent
as do the laws of the United States. Our means of protecting our proprietary
rights in the United States or abroad may not be adequate and competitors may
independently develop similar technology. Any failure to protect our proprietary
information and any successful intellectual property challenges or infringement
proceedings against us could have a material adverse affect on our business,
financial condition, or results of operations.
 
 14.
              We
      may be subject to intellectual property litigation, such as patent
      infringement claims, which could adversely affect our
      business.
  Our
success will also depend in part on our ability to develop a commercially viable
product without infringing the proprietary rights of others. Although we have
not been notified of any infringement claims, other patents could exist or could
be filed which would prohibit or limit our ability to develop and market our
electromagnetic percussion system in the future. In the event of an intellectual
property dispute, we may be forced to litigate. Intellectual property litigation
would divert management's attention from developing our product and would force
us to incur substantial costs regardless of whether or not we are successful. An
adverse outcome could subject us to significant liabilities to third parties,
and force us to cease operations.
 
 15.
              You
      will experience difficulties in attempting to enforce liabilities based
      upon U.S. federal securities laws against our non-U.S. resident Directors
      and officers.
  Our
operations are in Israel. Our Directors and executive officers are foreign
citizens and do not reside in the United States. It may be difficult for courts
in the United States to obtain jurisdiction over our foreign assets or persons
and as a result, it may be difficult or impossible for you to enforce judgments
rendered against us or our Directors or executive officers in United States
courts. In addition, the courts in the country where we are located (Israel) may
not permit lawsuits for the enforcement of judgments arising out of the United
States and state securities or similar laws. Thus, should any situation arise in
the future in which you have a cause of action against these persons or us, you
are at greater risk in investing in our Company rather than a domestic company
because of greater potential difficulties in bringing lawsuits or, if
successful, in collecting judgments against these persons as opposed to domestic
persons or entities.
  11
  16.
              If
      and when we sell our products, we may be liable for product liability
      claims and we presently do not maintain product liability
      insurance.
 
 The
electromagnetic percussion product that we are developing may expose us to
potential liability from personal injury or property damage claims by end-users
of the product. We currently have no product liability insurance to protect us
against the risk that in the future a product liability claim or product recall
could materially and adversely affect our business. Inability to obtain
sufficient insurance coverage at an acceptable cost or otherwise to protect
against potential product liability claims could prevent or inhibit the
commercialization of our product. We cannot assure you that when we commence
distribution of our product that we will be able to obtain or maintain adequate
coverage on acceptable terms, or that such insurance will provide adequate
coverage against all potential claims. Moreover, even if we maintain adequate
insurance, any successful claim could materially and adversely affect our
reputation and prospects, and divert management’s time and attention. If we are
sued for any injury allegedly caused by our future products our liability could
exceed our total assets and our ability to pay the liability.
  RISKS
RELATING TO OUR COMMON STOCK
  17.
              We
      may in the future issue additional shares of our common stock which would
      reduce investors’ ownership interests in the Company and which may dilute
      our share value. We do not need stockholder approval to issue additional
      shares.
  Our
certificate of incorporation authorizes the issuance of 200,000,000 shares of
common stock, par value $0.0001 per share. The future issuance of all or part of
our remaining authorized common stock may result in substantial dilution in the
percentage of our common stock held by our then existing stockholders. We may
value any common stock issued in the future on an arbitrary basis. The issuance
of common stock for future services or acquisitions or other corporate actions
may have the effect of diluting the value of the shares held by our investors,
and might have an adverse effect on any trading market for our common
stock.
  18.
              Our
      common stock is subject to the "penny stock" rules of the SEC and the
      trading market in our securities is limited, which makes transactions in
      our stock cumbersome and may reduce the value of an investment in our
      stock.
  The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must: (i) obtain financial
information and investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Security and Exchange Commission
relating to the penny stock market, which, in highlight form: (i) sets forth the
basis on which the broker or dealer made the suitability determination; and (ii)
that the broker or dealer received a signed, written agreement from the investor
prior to the transaction.
  Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.
  Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
  12
  Because
we do not intend to pay any cash dividends on our shares of common stock, our
stockholders will not be able to receive a return on their shares unless they
sell them.
  We intend
to retain any future earnings to finance the development and expansion of our
business. We do not anticipate paying any cash dividends on our common stock in
the foreseeable future. Unless we pay dividends, our stockholders will not be
able to receive a return on their shares unless they sell them at a price higher
than that which they initially paid for such shares.
 
 Item
1B.  Unresolved Staff Comments
 
 There are
no unresolved staff comments.
 
 Item 2.  Properties
 
 Our
Principal executive offices are located at,c/o Asher Zwebner 216 Jaffa Street
Jerusalem  Israel. This location is the office of the
CFO   and we have been allowed to operate out of such location at
no cost to the Company. We believe that this space is adequate for our current
and immediately foreseeable operating needs. We do not have any policies
regarding investments in real estate, securities, or other forms of
property.
 
 Item
3.  Legal Proceedings
 
 There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company's property is not the subject of any pending
legal proceedings.
 
 Item
4.  Submission of Matters to a Vote of Security Holders
  No matter
was submitted to a vote of the security holders, through the solicitation of
proxies or otherwise, during the fiscal year ended December 31,
2008.
 
 PART II
  Item 5.  Market For Common Equity and Related
Stockholder Matters
 
 Market
Information
 
 Our
common stock has been eligible to be traded on the Over-The-Counter Bulletin
Board since October , 2008 under the ticker symbol DYAP. There has been no
active trading in the Company’s securities, and there has been no bid or ask
prices quoted.
 
 On
January 26  2009, there were approximately 59
holders of record of the Company's common stock.
  13
 
 Dividends
 
 We have
not declared or paid any cash dividends on our common stock nor do we anticipate
paying any in the foreseeable future. Furthermore, we expect to retain any
future earnings to finance its operations and expansion. The payment of cash
dividends in the future will be at the discretion of our Board of Directors and
will depend upon our earnings levels, capital requirements, any restrictive loan
covenants and other factors the Board considers relevant.
 
 Securities
authorized for issuance under equity compensation plans
 
 We do not
have any equity compensation plans.
 
 Recent
Sales of Unregistered Securities; Use of Proceeds from Registered
Securities
 
 On
December 10, 2008 the Company raised $200,000 and issued 20,000,000 shares of
its common stock, at a purchase price of $0.01 per share. The Company received
proceeds of $200,000. The Company had incurred $20,000 of deferred offering
costs related to this capital formation activity.
 
 Purchases
of equity securities by the issuer and affiliated purchasers
 
 We have
not repurchased any shares of our common stock during the fiscal year ended
December 31, 2008.
 
 Item 6.Selected Financial
Data.
 
 Not
applicable.
 
 Item
7.  Management’s Discussion and Analysis of Financial Condition and Results
of Operation
 
 You
should read the following plan of operation together with our audited financial
statements and related notes appearing elsewhere in this prospectus. This plan
of operation contains forward-looking statements that involve risks,
uncertainties, and assumptions. The actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including, but not limited to, those presented under "Risk Factors" on
elsewhere in this prospectus.
  Plan
of Operation
  We are a
development stage company that has licensed the technology and received a patent
for an electromagnetic percussion system. The system
includes:
  (a) a
housing;
  (b) an
instrument connected to, and extending beyond, said housing;
  (c) a
piston body reciprocatable within said housing and adapted to impact said
instrument, said piston body including an intermediate region of a first
diameter and an enlarged posterior head of a second diameter, said second
diameter being larger than said first diameter;
  14
  (d) a
driving member reciprocable within said housing, said driving member including a
coupling element for slidably accommodating said head of said piston body,
thereby coupling said driving member and said piston body together, said
coupling element including a plurality of leaves which enclose and confine said
head of said piston body when said coupling element is within said housing but
which can be moved apart when said coupling element is outside said housing to
allow said head of said piston body to be inserted into, or removed from, said
coupling element;
  (e) an
electromagnetically active body connected to said driving member;
and
  (f) an
electromagnetic coil connected to said housing, said coil operationally coupled
to said electromagnetically active body so as to cause the reciprocation of said
driving member.
  The
product can be used for a variety of purposes, including use as a chisel, a
cutting tool, a magnet, a coil, etc.
 
 Although
we have not yet engaged a manufacturer to develop a fully operational prototype
of the electromagnetic percussion system, based on our preliminary discussions
with certain manufacturing vendors, we believe that it will take approximately
three to four months to construct a basic valid prototype of our product. If and
when we have a viable prototype, depending on the availability of funds, we
estimate that we would need approximately an additional four to six months to
bring this product to market. Our objective is to manufacture the product
ourselves through third party sub-contractors and market the product as an
off-the-shelf device, and/or to license the manufacturing rights to product and
related technology to third party manufacturers who would then assume
responsibility for marketing and sales.
 
 The
Company has completed a capital formation activity in accordance with a
Registration Statement on Form S-1 submitted to the SEC to register and sell in
a self-directed offering 2,000,000 shares of newly issued common stock at an
offering price of $0.04 per share for proceeds of $80,000. The Company had
incurred $20,000 of deferred offering costs related to this capital formation
activity. We intend to use the funds to execute our plan of
operation.
  Our
auditors have issued an opinion on our financial statements which includes a
statement describing our going concern status. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills and meet our
other financial obligations. This is because we have not generated any revenues
and no revenues are anticipated until we begin marketing the product.
Accordingly, we must raise capital from sources other than the actual sale of
the product. We must raise capital to implement our project and stay in
business. Even if we raise the maximum amount of money in this offering, we do
not know how long the money will last, however, we do believe it will last at
least twelve months.
  General
Working Capital
  We may be
wrong in our estimates of funds required in order to proceed with developing a
prototype and executing our general business plan described herein. Should we
need additional funds, we would attempt to raise these funds through additional
private placements or by borrowing money. We do not have any arrangements with
potential investors or lenders to provide such funds and there is no assurance
that such additional financing will be available when required in order to
proceed with the business plan or that our ability to respond to competition or
changes in the market place or to exploit opportunities will not be limited by
lack of available capital financing. If we are unsuccessful in securing the
additional capital needed to continue operations within the time required, we
may not be in a position to continue operations.
  15
  
 Liquidity
and Capital Resources
 
 Our
balance sheet as of December 31, 2008 reflects cash in the amount of
$131,920.  . Cash and cash equivalents from inception to date have
been sufficient to provide the operating capital necessary to operate to
date.
 
 The
Company has completed a capital formation activity in accordance with a
Registration Statement on Form S-1 submitted to the SEC to register and sell in
a self-directed offering 2,000,000 shares of newly issued common stock at an
offering price of $0.04 per share for proceeds of $80,000. The Company had
incurred $20,000 of deferred offering costs related to this capital formation
activity. We intend to use the funds to execute our plan of
operation.
 
 On
December 10, 2008, the Company raised $200,000 and issued 20,000,000 shares of
its common stock, at a purchase price of $0.01 per share. The Company received
proceeds of $200,000. The Company had incurred $20,000 of deferred offering
costs related to this capital formation activity.
 
 We do not
have sufficient resources to effectuate our business plan. We expect to incur a
minimum of $200,000 in expenses during the next twelve months of operations. We
estimate that this will be comprised mostly of development and operating
expenses including; $50,000  towards the development of a working
protype, $$20,000 towards marketing materials and the remaining amount of
approximately $130,000 will be needed for general overhead expenses such as for
reimbursed expenses, corporate legal and accounting fees, office overhead and
general working capital. Accordingly, we will have to raise the funds to pay for
these expenses. We might do so through a private offering. We potentially will
have to issue debt or equity or enter into a strategic arrangement with a third
party. There can be no assurance that additional capital will be available to
us. We currently have no agreements, arrangements or understandings with any
person to obtain funds through bank loans, lines of credit or any other
sources
 
 Lack
of Insurance
 
 The
Company currently has no insurance in force for its office facilities and
operations and it cannot be certain that it can cover the risks associated with
such lack of insurance or that it will be able to obtain and/or maintain
insurance to cover these risks at economically feasible premiums.
 
 Going
Concern
 
 The
Company has not established any source of revenue to cover its operating costs,
and as such, has incurred an operating loss since inception. Further, as of
December 31, 2008, the cash resources of the Company were insufficient to meet
its current business plan, and the Company had negative working capital. These
and other factors raise substantial doubt about the Company’s ability to
continue as a going concern. The accompanying financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the Company to
continue as a going concern.
 
 Critical Accounting Policies and Estimates
 
 Recent
Accounting Pronouncements
 
 In June
2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position No. EITF No. 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF
No. 03-6-1”). According to FSP EITF No. 03-6-1, unvested share-based
payment awards that contain nonforfeitable rights to dividends or dividend
equivalents are considered participating securities under SFAS No. 128. As
such, they should be included in the computation of basic earnings per share
(“EPS”) using the two-class method. FSP EITF No. 03-6-1 is effective for
financial statements issued for fiscal years beginning after December 15,
2008, as well as interim periods within those years. Once effective, all
prior-period EPS data presented must be adjusted retrospectively. The Company
does not expect FSP EITF No. 03-6-1 to have a material impact on the
Company’s financial position or results of operations.
  16
 
 In March
2008, the FASB issued Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”, an amendment of FASB Statement No. 133
(“SFAS No. 161”). SFAS No. 161 applies to all derivative
instruments and nonderivative instruments that are designated and qualify as
hedging instruments and related hedged items accounted for under
SFAS No. 133. SFAS No. 161 requires entities to provide greater
transparency through additional disclosures about (a) how and why an entity
uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under SFAS No. 133 and its related
interpretations, and (c) how derivative instruments and related hedged
items affect an entity’s financial position, results of operations, and cash
flows. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. The
Company does not expect SFAS No. 161 to have a material impact on the
Company’s financial position or results of operations.
 
 In
December 2007, the FASB issued Statement No. 141 (revised), “Business
Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R)
significantly changes the accounting for business combinations and establishes
principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed
and any noncontrolling interest in the acquiree and recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase.
SFAS No. 141(R) applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008.
 
 In
December 2007, the FASB issued Statement No. 160, “Noncontrolling Interests
in Consolidated Financial Statements” - an amendment of ARB No. 51
(“SFAS No. 160”). SFAS No. 160 changes the accounting for
noncontrolling (minority) interests in consolidated financial statements
including the requirements to classify noncontrolling interests as a component
of consolidated shareholders’ equity, the elimination of “minority interest”
accounting in results of operations and changes in the accounting for both
increases and decreases in a parent’s controlling ownership interest.
SFAS No. 160 is effective for fiscal years beginning after
December 15, 2008, and early adoption is prohibited. The Company does not
expect SFAS No. 160 to have a material impact on the Company’s
financial position or results of operations.
 
 In
February 2007, the FASB issued Statement No. 159 “The Fair Value Option for
Financial Assets and Financial Liabilities” including an amendment of FASB
Statement No. 115 (“SFAS No. 159”), which allows an entity the
irrevocable option to elect fair value for the initial and subsequent
measurement for certain financial assets and liabilities under an
instrument-by-instrument election. If the fair value option is elected for an
instrument, subsequent changes in fair value for that instrument will be
recognized in earnings. SFAS No. 159 also establishes additional
disclosure requirements and is effective for fiscal years beginning after
November 15, 2007, with early adoption permitted provided that the entity
also adopts Statement No. 157, “Fair Value Measurements”
(“SFAS No. 157”). SFAS No. 159 is not expected to have a
material impact on its results of operations or financial position.
  17
 
 In
September 2006, the FASB issued SFAS No. 157 which defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS No. 157 applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. In February 2008, the FASB issued FASB Staff Position
No. SFAS No. 157-2, Effective Date of FASB Statement No. 157,
which provides a one-year deferral of the effective date of
SFAS No. 157 for non-financial assets and non-financial liabilities,
except those that are recognized or disclosed in the financial statements at
fair value on a recurring basis (at least annually). The adoption of
SFAS No. 157 for financial assets and financial liabilities is not
expected to have a material impact on the Company’s results of operations or
financial position.
 
 Off
Balance Sheet Arrangements
 
 None.
 
 Item 8.  Financial Statements and Supplementary
Data
 
 The
Company’s audited financial statements for the periods from March 7, 2008
(inception) to December 31, 2008 are attached hereto in item 15 .
 
 Item 9.  Changes In and Disagreements with Accountants on
Financial Disclosure
 
 None
 
 Item
9A.  Controls and Procedures
 
 Disclosure
Controls and Procedures
 
 Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the SEC. Our Chief Executive
Officer and Chief Financial Officer have reviewed the effectiveness of our
“disclosure controls and procedures” (as defined in the Securities Exchange Act
of 1934 Rules 13a-14(c) and 15d-14(c)) during the period covered by this report
and have concluded that the disclosure controls and procedures are effective to
ensure that material information relating to us is recorded, processed,
summarized, and reported in a timely manner. There were no significant changes
in our internal controls or in other factors that could significantly affect
these controls subsequent to the last day they were evaluated by our Chief
Executive Officer and Chief Financial Officer.
 
 Internal
Controls Over Financial Reporting
 
 During
the quarter ended December 31, 2008, there was no change in internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.
 
 Dynamic
Applications’ management, including the chief executive officer and chief
financial officer, do not expect that its disclosure controls or internal
controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. In addition, the
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or
mistake.
  18
 
 Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management’s override of the control. The
design of any systems of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions. Over time, control may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of these inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
Individual persons perform multiple tasks which normally would be allocated to
separate persons and therefore extra diligence must be exercised during the
period these tasks are combined. It is also recognized Dynamic Applications’ has
not designated an audit committee and no member of the board of directors has
been designated or qualifies as a financial expert. The Company should address
these concerns at the earliest possible opportunity.
 
 Item 9B.  Other Information
 
 None.
  PART
III
  Item10.  Directors, Executive Officers, Promoters, and Control
Persons; Compliance with Section 16(a) of the Exchange Act
 
 Directors,
Executive Officers, Promoters, and Control Persons
 
 Each of
our directors serves for a term of one year or until the successor is elected at
our annual shareholders' meeting and is qualified, subject to removal by our
shareholders. Each officer serves, at the pleasure of our board of directors,
for a term of one year and until the successor is elected at the annual meeting
of the board of directors and is qualified.
 
 Set forth
below is the name, age and present principal occupation or employment, and
material occupations, positions, offices or employments for the past five years
of our current directors and executive officers.
 
 Name
                
                Age
                
                Position
      and Officer HeldAmir
      Elbaz
                
                32
                
                President
      and Chief Executive Officer and DirectorAsher
      Zwebner
                
                45
                
                Chief
      Financial Officer and DirectorEliran
      Almog
                
                32
                
                Director
 
 Amir Elbaz,age 32,served as the Executive
Vice President & Chief Financial Officer of Lithium Technology Corporation
(LTC) until October 2008. Mr. Elbaz joined LTC in 2006 to oversee the finances,
reporting, as well as business ventures.
 
 Prior to
LTC, Mr. Elbaz served as a director of Prime Capital Investments, BV, a Dutch
venture firm (2005-2006), during which he took an active management role and
business development at DreamTank LLC and UVU, Inc.
  19
 
 From 2004
to 2005, Mr. Elbaz served as Vice President of Corporate Finance at Cornell
Capital Partners, LP. In that position Mr. Elbaz sourced, structured and managed
investments in more than dozen public and private companies. Previous to joining
Cornell Capital, Mr. Elbaz served for several years as an Analyst with the
Economic Department in the Procurement Mission of the Israeli Ministry of
Defense in New York City. In that capacity Mr. Elbaz co-headed multi-million
dollar negotiations with first tier technology companies, and was in charge of
the financial aspects of the day-to-day operations.
 
 Mr. Elbaz
holds B.A. from the University of Haifa, Israel, and an MBA in Finance &
Investments from Bernard Baruch College, CUNY, New York. Mr. Elbaz is a member
of the board of directors of LTC and served in the boards of few technology
companies.
 
 Asher Zwebner, age 45, has
served as the chief financial officer of PCMT Corporation since October 18,
2007. PCMT Corporation is a Delaware corporation and a development stage company
that executed an agreement, on April 30, 2008, pursuant to which it will acquire
all of the share capital of Suspect Detection Systems, Ltd., an Israeli
developer of proprietary technologies for law enforcement and border control.
Since January 1, 2007 Mr. Zwebner has also served as the chief financial officer
of SinoBiomed Inc., a Delaware corporation that is engaged in the Chinese
biopharmaceutical industry. PCMT Corporation and SinoBiomed Inc. are not
affiliated with the Company. Mr. Zwebner served as a director of SinoBiomed Inc.
from November 2004 until October 2006. Since May 2002 Mr. Zwebner has also
served as the chief financial officer of ForexManage Ltd., a private hi-tech
developer of Internet-based foreign exchange and risk management solutions based
in Israel. Prior to that, Mr. Zwebner served as the chief financial officer of
SMC Ventures.com and Britannica.com, both private companies located in Israel.
From 2000 through 2002, Mr. Zwebner served as a consultant for SMC Ventures, a
strategic services firm which provides business consulting services for startup
and established companies. From 1995 through 2000 Mr. Zwebner was a senior
manager at Kost Forer & Gabbay (a member of Ernst and Young Global). Mr.
Zwebner is a certified public accountant in Israel and in the United States, and
received a bachelor's degree in accounting and finance from Touro College in
1988.
 
 Eliran Almog,age 32,a former Israeli Air
Force pilot with over 10 years of organizational leadership experience in Israel
and the United States, is currently a member of our Board of
Directors.Currently, Mr. Almog serves as a Marketing Manager in ooVoo, a video
chat company based in NYC. Prior to joining ooVoo in 2008, he served as a Vice
President of Business Development in Didiom (2007), a mobile music early stage
start-up, responsible for new market and licensing initiatives, as well as for
identifying, expanding and overseeing Didiom's strategic partnerships worldwide.
In 2006, Mr. Almog held a senior role with the procurement department of the
Israeli Ministry of Defense in New York. He was responsible for government
contracts, multi-million dollar purchasing deals, vendor management, market
research and financial modeling. Prior to relocating to the United States in
late 2005, Eliran served in the capacity of deputy squadron commander in the
Israeli Air Force (1996-2005) holding a rank of a Major. During which time he
supervised over 200 officers and soldiers while managing day-to-day operations
and training programs with sizeable annual budgets. Mr. Almog earned an MBA from
the Babson Graduate School of Business in Massachusetts, and a B.Sc. in
Political Science and Geography from Haifa University in Israel.
 
 The Board
of Directors has not established an audit committee and does not have an audit
committee financial expert. The Board is of the opinion that an audit committee
is not necessary since the Company has only four directors, and to date such
directors have been performing the functions of an audit committee.
  20
 
 Code
of Ethics
 
 We do not
currently have a Code of Ethics applicable to our principal executive, financial
or accounting officer.
 
 Compliance with Section 16(a) of the Exchange Act
 
 Section
16(a) of the Securities Exchange Act of 1934 requires officers and directors of
the Company and persons who own more than ten percent of a registered class of
the Company's equity securities to file reports of ownership and changes in
their ownership with the Securities and Exchange Commission, and forward copies
of such filings to the Company. We believe, based solely on our review of the
copies of such forms, that during the fiscal year ended December 31, 2008, all
reporting persons complied with all applicable Section 16(a) filing
requirements.
 
 Item 11.  Executive
Compensation
  Summary
Compensation
 
 We have
not paid, nor do we owe, any compensation to our executive officer. We have not
paid any compensation to our officers since our inception.
 
 We have
no employment agreements with any of our executive officers or
employees.
 
 Option/Sar
Grants
  We do not
currently have a stock option plan. No individual grants of stock options,
whether or not in tandem with stock appreciation rights known as SARs or
freestanding SARs have been made to any executive officer or any Director since
our inception; accordingly, no stock options have been granted or exercised by
any of the officers or Directors since we were founded.
  Long-Term
Incentive Plans and Awards
  We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance. No individual grants or agreements regarding
future payouts under non-stock price-based plans have been made to any executive
officer or any Director or any employee or consultant since our inception;
accordingly, no future payouts under non-stock price-based plans or agreements
have been granted or entered into or exercised by our officer or Director or
employees or consultants since we were founded.
 
 Compensation
Of Directors
 
 Effective
November 1, 2008, the Company entered into an Employment Agreement with Mr. Amir
Elbaz (“Elbaz Agreement”), which engaged Mr. Elbaz on a full time basis as its
President and Chief Executive Officer, who will supervise and manage all aspects
of the Company’s operations. Pursuant to Elbaz Agreement, Mr. Elbaz will receive
an annual salary of $180,000 during the three-year term, commencing on November
1, 2008, payable in monthly installments on the last day of each
month.
 
 There are
no arrangements other than the above pursuant to which our Directors will be
compensated in the future for any services provided as a Director.
  21
  Employment
Contracts, Termination Of Employment, Change-In-Control
Arrangements
  There are
currently no employment agreements or other contracts or arrangements with our
officers or Directors other than with the CEO Mr Elbaz .
  Item 12. 
Security Ownership of Certain Beneficial Owners and
Management
 
 The
following table lists, as of  January 26 2009 , the number of shares
of common stock beneficially owned by (i) each person or entity known to our
Company to be the beneficial owner of more than 5% of the outstanding common
stock; (ii) each officer and director of our Company; and (iii) all officers and
directors as a group. Information relating to beneficial ownership of common
stock by our principal shareholders and management is based upon information
furnished by each person using "beneficial ownership" concepts under the rules
of the Securities and Exchange Commission. Under these rules, a person is deemed
to be a beneficial owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest. Except as noted below, each person has sole
voting and investment power.
   Officers, Directors
      and 5% Stockholders
              No. of
    Shares
              Percentage
                Ownership
              %Ehud
    Barzily
              6,000,000
              24.00
              %Lazar
    Fruchter
              4,000,000
              16.00
              %Amir
    Rachmani
              1,250,000
              5.00
              %Spectrum
    Group
              7,000,000
              28.00
              %
  Item
13.  Certain Relationships and Related Transactions, and Director
Independence.
 
 Certain
Relationships and Related Transactions
 
 Other than the transactions discussed below, we
have not entered into any transaction nor are there any proposed transactions in
which our Director, executive officer, stockholders or any member of the
immediate family of the foregoing had or is to have a direct or indirect
material interest.
 
 On March
7, 2008, we subscribed 1,500,000 shares of our common stock to Mr. Eyal
Rosenberg, our former president and a former director, for a payment of $150. We
believe this issuance was deemed to be exempt under Regulation S of the
Securities Act. No advertising or general solicitation was employed in offering
the securities. The offering and sale were made only to a non-U.S. citizen, and
transfer was restricted by us in accordance with the requirements of the
Securities Act of 1933.
 
 On March
7, 2008, we subscribed 1,500,000 shares of our common stock to Mr. Eliezer
Broideh, our former secretary and a former Director, for a payment of $150. We
believe this issuance was deemed to be exempt under Regulation S of the
Securities Act. No advertising or general solicitation was employed in offering
the securities. The offering and sale were made only to a non-U.S. citizen, and
transfer was restricted by us in accordance with the requirements of the
Securities Act of 1933.
 
 As of
December 31, 2008, the Company owed $300 to Directors, officers, and principal
stockholders of the Company for working capital loans.
 
 Director
Independence
 
 We are
not subject to listing requirements of any national securities exchange or
national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of “independent
Directors.”
  22
 
 Item 14.  Principal Accountant
Fees and Services
 
 Our Board
of Directors unanimously approved 100% of the fees paid to the principal
accountant for audit-related, tax and other fees. Our Board of Directors
pre-approves all non-audit services to be performed by the
auditors.
 
 The
percentage of hours expended on the principal accountant's engagement to audit
our financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant's full-time,
permanent employees was $0.
  Audit
Fees
 
 Weinberg
& Associates LLC provided audit services to Dynamic Applications in
connection with its annual report for the period from March 8, 2008 (inception)
to December 31, 2008. The aggregate fees billed by Weinberg & Associates LLC
for the audit of Dynamic Applications annual financial statements during the
period March 8, 2008 (inception) to December 31, 2008 was $5,000.
 
 Audit Related Fees
 
 Weinberg
& Associates LLC billed $6,000 in fees in 2008 for professional services
rendered to Dynamic Applications that are reasonably related to the audit or
review of Dynamic Applications’ financial statements that are not disclosed in
“Audit Fees” above.
 
 Tax
Fees
 
 Weinberg
& Associates LLC billed no fees in 2008 for professional services rendered
to Dynamic Applications in connection with the preparation of Dynamic
Applications’ tax returns for the respective periods.
 
 All
Other Fees
 
 Weinberg
& Associates LLC billed no fees in 2008 for other professional services
rendered to Dynamic Applications or any other services not disclosed
above.
 
 Audit
Committee Pre-Approval
 
 Dynamic
Applications does not have a standing audit committee. Therefore, all services
provided to Dynamic Applications by Weinberg & Associates LLC as detailed
above, were pre-approved by Dynamic Applications’ board of
directors.
 
 Item
15.  Exhibits, Financial Statement Schedules
  EXHIBITNUMBER
                                                                    
                                                                    DESCRIPTION3.1
                                                                    
                                                                    Articles
      of Incorporation of the Company (filed as Exhibit 3.1 to Registration
      Statement on Form S-1, filed with the SEC on May 6, 2008 and declared
      effective on May 15, 2008).3.2
                                                                    
                                                                    By-Laws
      of the Company (filed as Exhibit 3.2 to Registration Statement on Form
      S-1, filed with the SEC on May 6, 2008 and declared effective on May 15,
      2008).
  23
 3.3
                                            
                                            Form
      of Common Stock Certificate of the Company (filed as Exhibit 3.3 to
      Registration Statement on Form S-1, filed with the SEC on May 6, 2008 and
      declared effective on May 15, 2008).5.1
                                            
                                            Opinion
      of Legal Counsel (filed as Exhibit 5.1 to Registration Statement on Form
      S-1, filed with the SEC on May 6, 2008 and declared effective on May 15,
      2008)10.1
                                            
                                            Patent
      Transfer and Sale Agreement dated March 27, 2008 and related Patent
      assignment  (filed as Exhibit 10.1 to Registration Statement on
      Form S-1, filed with the SEC on May 6, 2008 and declared effective on May
      15, 2008).10.2
                                            
                                            Stock
      Purchase Agreement dated October 10, 2008, by and among Eyal Rosenberg,
      Eliezer Broideh and Spectrum Group, Ltd. (Filed as Exhibit 10.1 to Current
      Report on Form 8-K, filed on October 15, 2008).10.3
                                            
                                            Employment
      Agreement dated November 1, 2008 by and between Dynamic Applications Corp
      and Amir Elbaz (Filed as Exhibit 10.2 to Current Report on Form 8-K on
      filed November 19, 2008).10.4
                                            
                                            Employment
      Agreement dated October 27, 2008, by and between Dynamic Applications Corp
      and Asher Zwebner (Filed as Exhibit 10.3 to Current Report on Form 8-K,
      filed on November 19, 2008)31.1
                                            
                                            Certification
      of the Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act (filed herewith)31.2
                                            
                                            Certification
      of the Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act (filed herewith)32.1
                                            
                                            Certification
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley (filed herewith32.2
                                            
                                            Certification
      of the Principal Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley (filed
herewith
  24
  DYNAMIC APPLICATIONS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
  INDEX
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008
  Report
      of Registered Independent Auditors
                            
                            F-2Financial
      Statements-Balance
      Sheet as of December 31, 2008
                            
                            F-3Statements
      of Operations for the Period EndedDecember 31, 2008, and
      Cumulative from Inception
                            
                            F-4Statement
      of Stockholders’ Equity for the Period from Inception Through
      December 31, 2008
                            
                            F-5Statements
      of Cash Flows for the Period Ended December 31, 2008, and
      Cumulative from Inception
                            
                            F-6Notes
      to Financial Statements
                            
                            F-7
  F-1
  REPORT
OF REGISTERED INDEPENDENT AUDITORS
  To the
Board of Directors and Stockholders
 of
Dynamic Applications Corp.:
 
 We have
audited the accompanying balance sheet of Dynamic Applications Corp. (a Delaware
corporation in the development stage) as of December 31, 2008, and the related
statements of operations, stockholders’ equity, and cash flows for period ended
December 31, 2008, and from inception (March 7, 2008) through December 31, 2008.
These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
 
 We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Dynamic Applications Corp. as of
December 31, 2008, and the results of its operations and its cash flows for the
period ended December 31, 2008, and from inception (March 7, 2008) through
December 31, 2008, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is in the development stage, and has not established any
source of revenue to cover its operating costs. As such, it has incurred an
operating loss since inception. Further, as of December 31, 2008, the cash
resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plan regarding these
matters is also described in Note 2 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 Respectfully
submitted,
 
 /s/ Alan
Weinberg CPA
 
 Weinberg
& Associates LLC
 Baltimore,
Maryland
 January
15, 2008
  F-2
 DYNAMIC
APPLICATIONS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEET (NOTE 2)
 AS
OF DECEMBER 31, 2008
  ASSETSCurrent
      Assets:Cash
                            
                            $
                            131,920Prepaid
      expenses
                            
                            
                            20,000Total
      current assets
                            
                            
                            151,920Other
      Assets:Patent,
      net of accumulated amortization $2,805
                            
                            
                            15,895Total
      other assets
                            
                            
                            15,895Total
      Assets
                            
                            $
                            167,815LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      Liabilities:Accounts
      payable and accrued liabilities
                            
                            $
                            17,000Loans
      from related parties - Directors and stockholders
                            
                            
                            300Total
      current liabilities
                            
                            
                            17,300Total
      liabilities
                            
                            
                            17,300Commitments
      and ContingenciesStockholders'
      Equity:Common
      stock, par value $.0001 per share, 200,000,000 shares authorized;
      25,000,000 shares issued and outstanding
                            
                            
                            2,500Additional
      paid-in capital
                            
                            
                            237,800(Deficit)
      accumulated during the development stage
                            
                            
                            (89,785
                            )Total
      stockholders' equity
                            
                            
                            150,515Total
      Liabilities and Stockholders' Equity
                            
                            $
                            167,815
 
 The
accompanying notes to financial statements
 are an
integral part of this balance sheet.
  F-3
  DYNAMIC
APPLICATIONS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS (NOTE 2)
 FOR
THE PERIOD ENDED DECEMBER 31, 2008,
 AND
CUMULATIVE FROM INCEPTION (MARCH 7, 2008)
 THROUGH
DECEMBER 31, 2008
  Period Ended
                            
                            
                            CumulativeDecember 31,
                            
                            
                            From2008
                            
                            
                            InceptionRevenues
                            
                            $
                            -
                            
                            
                            $
                            -Expenses:General
      and administrative-Professional
      fees
                            
                            
                            51,007
                            
                            
                            
                            51,007Consulting
                            
                            
                            28,570
                            
                            
                            
                            28,570Amortization
                            
                            
                            2,805
                            
                            
                            
                            2,805Legal
      - incorporation
                            
                            
                            2,050
                            
                            
                            
                            2,050Other
                            
                            
                            1,306
                            
                            
                            
                            1,306Total
      general and administrative expenses
                            
                            
                            85,738
                            
                            
                            
                            85,738(Loss)
      from Operations
                            
                            
                            (85,738
                            )
                            
                            
                            (85,738
                            )Other
      Income (Expense)Foreign
      currency transaction expense
                            
                            
                            (4,060
                            )
                            
                            
                            (4,060
                            )Interest
      income
                            
                            
                            13
                            
                            
                            
                            13Provision
      for income taxes
                            
                            
                            -
                            
                            
                            
                            -Net
      (Loss)
                            
                            $
                            (89,785
                            )
                            
                            $
                            (89,785
                            )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                            
                            $
                            (0.02
                            )Weighted
      Average Number of Common Shares Outstanding - Basic and
      Diluted
                            
                            
                            5,440,000
  The
accompanying notes to financial statements are
 an
integral part of these statements.
  F-4
  DYNAMIC
APPLICATIONS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT
OF STOCKHOLDERS' EQUITY (NOTE 2)
 FOR
THE PERIOD FROM INCEPTION (MARCH 7, 2008)
 THROUGH
DECEMBER 31, 2008
 
 (Deficit)AccumulatedAdditional
                        
                        
                        During
      theCommon stock
                        
                        
                        Paid-in
                        
                        
                        DevelopmentShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Stage
                        
                        
                        TotalsBalance
      - March 7, 2008
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Common
      stock issued for cash
                        
                        
                        3,000,000
                        
                        
                        
                        300
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        300Common
      stock issued for cash
                        
                        
                        2,000,000
                        
                        
                        
                        200
                        
                        
                        
                        59,800
                        
                        
                        
                        -
                        
                        
                        
                        60,000Common
      stock issued for cash
                        
                        
                        20,000,000
                        
                        
                        
                        2,000
                        
                        
                        
                        178,000
                        
                        
                        
                        -
                        
                        
                        
                        180,000Net
      (loss) for the period
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (89,785
                        )
                        
                        
                        (89,785
                        )Balance
      - December 31, 2008
                        
                        
                        25,000,000
                        
                        
                        $
                        2,500
                        
                        
                        $
                        237,800
                        
                        
                        $
                        (89,785
                        )
                        
                        $
                        150,515
 
 The
accompanying notes to financial statements are
 an
integral part of this statement.
  F-5
  DYNAMIC
APPLICATIONS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS (NOTE 2)
 FOR
THE PERIOD ENDED DECEMBER 31, 2008,
 AND
CUMULATIVE FROM INCEPTION (MARCH 7, 2008)
 THROUGH
DECEMBER 31, 2008
 
 Period Ended
                          
                          
                          CumulativeDecember 31,
                          
                          
                          From2008
                          
                          
                          InceptionOperating
      Activities:Net
      (loss)
                          
                          $
                          (89,785
                          )
                          
                          $
                          (89,785
                          )Adjustments
      to reconcile net (loss) to net cash (used in) operating
      activities:Amortization
                          
                          
                          2,805
                          
                          
                          
                          2,805Changes
      in net assets and liabilities-Prepaid
      expenses
                          
                          
                          (20,000
                          )
                          
                          
                          (20,000
                          )Accounts
      payable and accrued liabilites
                          
                          
                          17,000
                          
                          
                          
                          17,000Net
      Cash Used in Operating Activities
                          
                          
                          (89,980
                          )
                          
                          
                          (89,980
                          )Investing
      Activities:Acquisition
      and costs of patent
                          
                          
                          (18,700
                          )
                          
                          
                          (18,700
                          )Net
      Cash Used in Investing Activities
                          
                          
                          (18,700
                          )
                          
                          
                          (18,700
                          )Financing
      Activities:Common
      stock issued
                          
                          
                          280,300
                          
                          
                          
                          280,300Deferred
      offering costs applied
                          
                          
                          (40,000
                          )
                          
                          
                          (40,000
                          )Loans
      from related parties - Directors and stockholders
                          
                          
                          300
                          
                          
                          
                          300Net
      Cash Provided by Financing Activities
                          
                          
                          240,600
                          
                          
                          
                          240,600Net
      (Decrease) Increase in Cash
                          
                          
                          131,920
                          
                          
                          
                          131,920Cash
      - Beginning of Period
                          
                          
                          -
                          
                          
                          
                          -Cash
      - End of Period
                          
                          $
                          131,920
                          
                          
                          $
                          131,920Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for:Interest
                          
                          $
                          -
                          
                          
                          $
                          -Income
      taxes
                          
                          $
                          -
                          
                          
                          $
                          -
  The
accompanying notes to financial statements are
 an
integral part of these statements.
  F-6
  DYNAMIC
APPLICATIONS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
  (1)  Summary of Significant Accounting
Policies
 
 Basis
of Presentation and Organization
 
 Dynamic
Applications Corp. (“Dynamic Applications” or the “Company”) is a Delaware
corporation in the development stage and has not commenced operations. The
Company was incorporated under the laws of the State of Delaware on March 7,
2008. The business plan of the Company is to develop a commercial application of
the design in a patent of a “Electromagnetic percussion device” which is a
device intended to provide an electromagnetic percussion hammer. The Company
also intends to enhance the existing prototype, obtain approval of its patent
application, and manufacture and market the product and/or seek third party
entities interested in licensing the rights to manufacture and market the
device. The accompanying financial statements of Dynamic Applications were
prepared from the accounts of the Company under the accrual basis of
accounting.
 
 Cash and Cash
Equivalents
 
 For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
  Revenue
Recognition
 
 The
Company is in the development stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.
  Loss
per Common Share
 
 Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. There were no dilutive financial instruments issued or outstanding for
the period ended December 31, 2008.
  Income
Taxes
 
 The
Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income Taxes
(“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are determined
based on temporary differences between the bases of certain assets and
liabilities for income tax and financial reporting purposes. The deferred tax
assets and liabilities are classified according to the financial statement
classification of the assets and liabilities generating the
differences.
 
 The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the Federal tax
laws.
 
 Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
  F-7
  DYNAMIC
APPLICATIONS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 
 Fair
Value of Financial Instruments
 
 The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of December 31, 2008, the carrying value of accrued liabilities,
and loans from directors and stockholders approximated fair value due to the
short-term nature and maturity of these instruments.
  Patent
and Intellectual Property
 
 The
Company capitalizes the costs associated with obtaining a Patent or other
intellectual property associated with its intended business plan. Such costs are
amortized over the estimated useful lives of the related assets.
  Deferred
Offering Costs
 
 The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
 
 Impairment
of Long-Lived Assets
 
 The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the
period ended December 31, 2008, no events or circumstances occurred for which an
evaluation of the recoverability of long-lived assets was required.
  Common
Stock Registration Expenses
 
 The
Company considers incremental costs and expenses related to the registration of
equity securities with the SEC, whether by contractual arrangement as of a
certain date or by demand, to be unrelated to original issuance transactions. As
such, subsequent registration costs and expenses are expensed as
incurred.
  Estimates
 
 The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of December 31, 2008, and expenses for the period ended December
31, 2008, and cumulative from inception. Actual results could differ from those
estimates made by management.
  Fiscal
Year End
 
 The
Company has adopted a fiscal year end of December 31.
  F-8
  DYNAMIC
APPLICATIONS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 
 Recent Accounting
Pronouncements
  In June
2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position No. EITF No. 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF
No. 03-6-1”). According to FSP EITF No. 03-6-1, unvested share-based
payment awards that contain nonforfeitable rights to dividends or dividend
equivalents are considered participating securities under SFAS No. 128. As
such, they should be included in the computation of basic earnings per share
(“EPS”) using the two-class method. FSP EITF No. 03-6-1 is effective for
financial statements issued for fiscal years beginning after December 15,
2008, as well as interim periods within those years. Once effective, all
prior-period EPS data presented must be adjusted retrospectively. The Company
does not expect FSP EITF No. 03-6-1 to have a material impact on the
Company’s financial position or results of operations.
 
 In March
2008, the FASB issued Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”, an amendment of FASB Statement No. 133
(“SFAS No. 161”). SFAS No. 161 applies to all derivative
instruments and nonderivative instruments that are designated and qualify as
hedging instruments and related hedged items accounted for under
SFAS No. 133. SFAS No. 161 requires entities to provide greater
transparency through additional disclosures about (a) how and why an entity
uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under SFAS No. 133 and its related
interpretations, and (c) how derivative instruments and related hedged
items affect an entity’s financial position, results of operations, and cash
flows. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. The
Company does not expect SFAS No. 161 to have a material impact on the
Company’s financial position or results of operations.
 
 In
December 2007, the FASB issued Statement No. 141 (revised), “Business
Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R)
significantly changes the accounting for business combinations and establishes
principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed
and any noncontrolling interest in the acquiree and recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase.
SFAS No. 141(R) applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008.
 
 In
December 2007, the FASB issued Statement No. 160, “Noncontrolling Interests
in Consolidated Financial Statements” - an amendment of ARB No. 51
(“SFAS No. 160”). SFAS No. 160 changes the accounting for
noncontrolling (minority) interests in consolidated financial statements
including the requirements to classify noncontrolling interests as a component
of consolidated shareholders’ equity, the elimination of “minority interest”
accounting in results of operations and changes in the accounting for both
increases and decreases in a parent’s controlling ownership interest.
SFAS No. 160 is effective for fiscal years beginning after
December 15, 2008, and early adoption is prohibited. The Company does not
expect SFAS No. 160 to have a material impact on the Company’s
financial position or results of operations.
 
 In
February 2007, the FASB issued Statement No. 159 “The Fair Value Option for
Financial Assets and Financial Liabilities” including an amendment of FASB
Statement No. 115 (“SFAS No. 159”), which allows an entity the
irrevocable option to elect fair value for the initial and subsequent
measurement for certain financial assets and liabilities under an
instrument-by-instrument election. If the fair value option is elected for an
instrument, subsequent changes in fair value for that instrument will be
recognized in earnings. SFAS No. 159 also establishes additional
disclosure requirements and is effective for fiscal years beginning after
November 15, 2007, with early adoption permitted provided that the entity
also adopts Statement No. 157, “Fair Value Measurements”
(“SFAS No. 157”). SFAS No. 159 is not expected to have a
material impact on its results of operations or financial
position.
  F-9
 
 DYNAMIC
APPLICATIONS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 
 In
September 2006, the FASB issued SFAS No. 157 which defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS No. 157 applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. In February 2008, the FASB issued FASB Staff Position
No. SFAS No. 157-2, Effective Date of FASB Statement No. 157,
which provides a one-year deferral of the effective date of
SFAS No. 157 for non-financial assets and non-financial liabilities,
except those that are recognized or disclosed in the financial statements at
fair value on a recurring basis (at least annually). The adoption of
SFAS No. 157 for financial assets and financial liabilities is not
expected to have a material impact on the Company’s results of operations or
financial position.
 
 (2)  Development Stage Activities and
Going Concern
 
 The
Company is currently in the development stage, and has no operations. The
business plan of the Company is to develop a commercial application of the
design in a patent of a “Electromagnetic percussion device” which is a device
intended to provide an electromagnetic percussion hammer. The Company also
intends to enhance the existing prototype, obtain approval of its patent
application, and manufacture and market the product and/or seek third party
entities interested in licensing the rights to manufacture and market the
device.
 
 In March
2008, the Company entered into a Patent Transfer and Sale Agreement whereby the
Company acquired all of the right, title and interest in the patent known as the
“Electromagnetic percussion device” for consideration of $17,000 plus legal fees
of $1,700. The United States Patent Application 5,497,555 was granted on March
12, 1996.
 
 The Company has completed a capital
formation activity in accordance with a Registration Statement on Form S-1
submitted to the SEC to register and sell in a self-directed offering 2,000,000
shares of newly issued common stock at an offering price of $0.04 per share for
proceeds of $80,000. The Company had incurred $20,000 of deferred offering costs
related to this capital formation activity.
 
 As of
December 10, 2008 the Company raised $200,000 and issued 20,000,000 shares of
its common stock pursuant to a private placement offering of 28,000,000 shares,
at a purchase price of $0.01 per share. The Company received proceeds of
$200,000. The Company incurred $20,000 of deferred offering costs related to
this capital formation activity.
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has not
established any source of revenue to cover its operating costs, and as such, has
incurred an operating loss since inception. Further, as of December 31, 2008,
the cash resources of the Company were insufficient to meet its current business
plan, and the Company had negative working capital. These and other factors
raise substantial doubt about the Company’s ability to continue as a going
concern. The accompanying financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going
concern.
  F-10
  DYNAMIC
APPLICATIONS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 
 (3)  Patent
 
 In March
2008, the Company entered into a Patent Transfer and Sale Agreement whereby the
Company acquired all of the right, title and interest in the patent known as the
“Electromagnetic percussion device” for consideration of $17,000 plus legal fees
of $1,700. The United States Patent Application 5,497,555 was granted on March
12, 1996. Under the terms of the Patent Transfer and Sale Agreement, the Company
was assigned rights to the patent free of any liens, claims, royalties,
licenses, security interests or other encumbrances. The assignment of the patent
was recorded at the U.S. Patent and Trademark Office on April 13, 2008. The cost
of obtaining the patent ($17,000) and related legal fees ($1,700) have been
capitalized by the Company. The historical cost of the Patent will be amortized
over its remaining useful life, which is estimated to be 5 years.
 
 (4)  Loans from Related Parties -
Directors and Stockholders
 
 As of
December 31, 2008, loans from related parties - Directors and stockholders
amounted to $300 and represented working capital advances from Directors who are
also stockholders of the Company. The loans are unsecured, non-interest bearing,
and due on demand.
 
 (5)  Common Stock
 
 On March
17, 2008, the Company issued 3,000,000 shares of its common stock to two
individuals who are Directors and officers for proceeds of
$300.
  The Company has completed a capital
formation activity in accordance with a Registration Statement on Form S-1
submitted to the SEC to register and sell in a self-directed offering 2,000,000
shares of newly issued common stock at an offering price of $0.04 per share for
proceeds of $80,000. The Company had incurred $20,000 of deferred offering costs
related to this capital formation activity.
 
 As of
December 10, 2008 the Company raised $200,000 and issued 20,000,000 shares of
its common stock pursuant to a private placement offering of 28,000,000 shares,
at a purchase price of $0.01 per share. The Company received proceeds of
$200,000. The Company incurred $20,000 of deferred offering costs related to
this capital formation activity.
  F-11
  DYNAMIC
APPLICATIONS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 
 (6)  Income Taxes
 
 The
provision (benefit) for income taxes for the period ended December 31, 2008, was
as follows (assuming a 23% effective tax rate):
  2008Current
      Tax Provision:Federal
      and state-Taxable
      income
                                    
                                    $
                                    -Total
      current tax provision
                                    
                                    $
                                    -Deferred
      Tax Provision:Federal
      and state-Loss
      carryforwards
                                    
                                    $
                                    20,651Change
      in valuation allowance
                                    
                                    
                                    (20,651
                                    )Total
      deferred tax provision
                                    
                                    $
                                    -
 
 The
Company had deferred income tax assets as of December 31, 2008, as
follows:
  2008Loss
      carryforwards
                                
                                $
                                20,651Less
      - Valuation allowance
                                
                                
                                (20,651
                                )Total
      net deferred tax assets
                                
                                $
                                -
 
 The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended December 31, 2008, because it is not presently known
whether future taxable income will be sufficient to utilize the loss
carryforwards.
 
 As of
December 31, 2008, the Company had approximately $89,785 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and expire in the year 2028.
  F-12
  DYNAMIC
APPLICATIONS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 
 (7)  Related Party
Transactions
 
 As
described in Note 4, as of December 31, 2008, the Company owed $300 to
Directors, officers, and principal stockholders of the Company for working
capital loans.
 
 As
described in Note 5, on March 17, 2008, the Company issued 3,000,000 shares of
its common stock to Directors and officers for proceeds of
$300.
 
 (8)  Commitments
 
 In May
2008, the Company entered into an Agreement with Island Capital Management, LLC
dba Island Stock Transfer (“Island Stock Transfer”) for services. Under the
Agreement, the Company agreed to pay to Island Stock Transfer fees amounting to
$12,000 payable as follows: $1,000 due at the time of execution of the
Agreement; and, $11,000 within 60 days.
 
 Effective
on November 1, 2008, the Company entered into an Executive Employment Agreement
with Mr. Asher Zwebner (“Zwebner Agreement”), which engaged Mr. Zwebner as its
Chief Financial Officer who will perform the operational and financial
management of the Company. Pursuant to the Agreement, Mr. Zwebner will receive
$2,000 per month during the one-year term, commencing on November 1, 2008 and
ending on October 31, 2009. If the Agreement is terminated for any reason by
either party during the term, Mr. Zwebner will be entitled to the base salary as
if the Agreement expired at the end of the one year term.
 
 In
addition to his monthly salary, Mr. Zwebner is entitled to receive prompt
reimbursements for all normal and reasonable expenses incurred while performing
services as Chief Financial Officer of the Company.
 
 (9)  Concentration of Credit
Risk
  The
Company’s cash and cash equivalents are invested in a major bank
in Israel and are not insured. Management believes that the financial
institution that holds the Company’s investments are financially sound and
accordingly, minimal credit risk exists with respect to these
investments.
  F-13
  SIGNATURES
  In
accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on ______, 2009.
  DYNAMIC
      APPLICATIONS, CORP.By:
                          /s/ Amir
      ElbazName:
                          Amir
      ElbazTitle:
                          President,
      Chief Executive Officer,and
      Director (Principal Executive
Officer)
  In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
 Signature
                          
                          Title
                          
                          Date/s/
      Amir Elbaz
                          
                          Director,
      President, and Chief Executive Officer
                          
                          January
      26 __________, 2009Name:
      Amir Elbaz/s/
      Asher Zwebner
                          
                          Director
      and Chief Financial Officer
                          
                          January
      26 __________, 2009Name:
      Asher Zwebner/s/
      Eliran Almog
                          
                          Director
                          
                          January
      26 __________, 2009Name:
      Eliran Almog
  25