UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-KSB(Mark One)[X]
     
     ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended June 30, 2008OR[ ]
     
     TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
     
     to




| | Commission File Number333-119566DYNAMIC ALERT LIMITED(Exact name of registrant as specified in its charter)
| | -----------------------------------------------------------------------------------------------------------

Nevada
     
     98-0430746State or other jurisdiction of
     
     (I.R.S. Employerincorporation or organization
     
     Identification No.)


2470 Saint Rose Pkwy, Suite 304, Henderson, Nevada 89074(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code: (702) 818-5898

Securities registered under Section 12(b) of the Exchange Act:

Title of each class
     
     Name of each exchange on which registeredNone
     
     None


Securities registered under Section 12(g) of the Exchange Act:



|Common Stock, $0.001 Par Value(Title of class)
|----------------------------------------------

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actduring the past 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. _X_ Yes __ No


Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. ___X____

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

Net revenues for our most recent fiscal year: $38,017

Aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of June 30, 2008: $90,000

Number of common voting shares issued and outstanding as of June 30, 2008: 80,000,000 shares of common stock

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|DOCUMENTS INCORPORATED BY REFERENCE
|-----------------------------------

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one):_________Yes ____X______No

DOCUMENTS INCORPORATED BY REFERENCE  Our 10-Q filed May 7, 2008, our 10QSB filed February 14, 2008, our 10QSB filed November 14, 2007 and our 10KSB annual report filed October 9, 2007and as described in this Form 10-KSB annual report.

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|TABLE OF CONTENTS                                                                              
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|PART I                                                                                         
|Item 1. Description of Business                                                                
|Item 2. Description of Properties                                                              
|Item 3. Legal Proceedings                                                                      
|Item 4. Submission of Matters to a Vote of Security Holders                                    
|                                                                                               
|PART II                                                                                        
|Item 5. Market For Registrants Common Equity and Related Stockholder Matters                  
|Item 6. Managements Plan of Operation                                                         
|Item 7. Financial Statements and Supplementary Data                                            
|Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure   
|                                                                                               
|PART III                                                                                       
|Item 9. Directors, Executive Officers, Promoters and Control Persons and Corporate Bovernance: 
|compliance with Section 16(A) of the Exchange Act                                              
|Item 10. Executive Compensation                                                                
|Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
|Matters                                                                                        
|Item 12. Certain Relationships and Related Transactions, and Director Independence             
|Item 13. Exhibits                                                                              
|Item 14. Principal Accountant Fees and Services                                                
|Signatures                                                                                     

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|PART I
|------



|ITEM 1.DESCRIPTION OF BUSINESS
|------------------------------

We incorporated as Dynamic Alert Limited (referred to herein as Dynamic, we, us and similar terms) on June 17, 2004, in the State of Nevada. Our principal executive offices are located at 10004  103 Street, Ste 3218, Fort Saskatchewan, AB., T8L 2B0. Our telephone number is (780) 668-7664. Our fiscal year end is June 30.

We are in the process of establishing a business that assists consumers with their securities needs. We intend to offer a three-fold service.

Our first focus is to assist our clients in developing personalized security plans. It is our managements opinion that having a personalized security plan in place may help create an atmosphere of safety and may allow consumers the ability to conduct daily activities without undue worry and concern. Our second focus is to source and market personal security products. Our third focus will be to provide personal protection on an as-needed basis.

Our goal is to help our customers create and implement a personalized security plan.

Since incorporation, we have not made any significant purchases or sale of assets, nor have we been involved in any mergers, acquisitions or consolidations. We have never declared bankruptcy, been in receivership, or been involved in any legal action or proceedings.

Principal Products and Services

Our target market is comprised of individuals in need of personalized security plans. We offer services to help the consumer develop such a plan. The plan reviews the daily activities of the individual in order to anticipate possible personal exposure to danger. The plan would identify weaknesses in their personal security and make plans of response if confronted by an assailant.

In addition, we offer personal security products. These products include items such as personal alarms, safety lights, canine repellant and dog chasers using ultrasonic technology. For the family with young children, we may expand into other electronic devices like child guard transmitter/receivers and telephone voice changers which may be used as in-home devices to help keep the child safe. For home protection, we may include such devices as door jammers, window security clamps, motion sensors, as well as entrance alerts for both windows and doors.

We also provide personal protection for clients on an as-needed-basis in situations such as: (a) traveling on business or leisure trips; (b) hosting sensitive social or business gatherings; (c) personal or residential perimeter security for visiting celebrities; and (d) any other situation requiring discrete personal protection. These services will be provided on a short-term hourly basis or for a contracted period of time as required by our clients.

The Market

Our target market is the greater metropolitan areas of Edmonton and Calgary, in Alberta, Canada. Our focus will be individuals who are concerned about their personal security and physical well being.

For instance, we will target individuals who spend relatively long periods of uninterrupted time engaged in a focused activity. An example would be a person training for a marathon, spending large blocks of time running. For a consumer such as this there would be two (2) options. Option one would include the carrying of a personal alarm, safety reflectors, and/or a choice of dog repellants. Although these items are available at many retail stores, we would also sell personal protection products, at retail prices, when they are deemed an appropriate component of their personalized security plan. Option two would be security personnel that would ride or drive along with the client to provide visual security. These services would be provided by our directors.

Another market that we will target is individuals living alone. We will offer products such as personal alarms, window/door security devices, motion sensors and telephone voice changers to these consumers. Additionally, we will offer physical security staff engaged in providing perimeter and visual security to the consumers premise.

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Yet another niche market is families with young children. Whether in the home or while out with a parent or guardian, there are several types of security devices available. For
in-home security, there are alarms that will alert the caregiver if the child opens a window or door. Outside the home, a product such as an electronic child guard transmitter will notify the caregiver if the child wanders more than a predetermined
number of feet from the receiver.

Our marketing strategy will be aimed to include persons traveling in unfamiliar surroundings or those arriving in the Edmonton and Calgary metropolitan areas. Since we intend to offer
services that will enhance personal safety and security, we believe these potential customers will find comfort in being able to find services that will provide for their safety, and in being able to call for assistance when needed.

Competition and Competitive Strategy

We are presently unknown in the industry. Our competitive position is not measurable. At present, there are other companies offering the products and services we intend to market.
However, with todays heightened awareness of the need for personal security, we believe that the demand is growing more quickly than the supply. From the collective experience of our founders, from anecdotal evidence gleaned through personal
conversations and from an Internet search of security companies offering related services in the Alberta marketplace, management believes that nearly half of these security companies are limited to offering security systems for structures and do not
provide products and services for personal security. Further, we understand that many of the security companies provide only security guard patrol services.

We believe that we will differentiate our services from our competitors by combining personal security products with attendant services. We believe that using a personal approach
targeted directly to the end user will give us a competitive advantage. However, it should be noted that the research we have conducted to date could be incomplete or inaccurate and this conclusion could, therefore, be mistaken.

Dependence on One or a Few Major Customers

We see our market place, the greater Calgary and Edmonton metropolitan area, as being a source of customers that will continue to grow in the foreseeable future. The population of
Calgary alone has doubled in the last 20 years and is now over one million. The economy of the Province of Alberta continues to grow as a result of continuing development of natural resources.

We also intend to offer a comprehensive package of services for personal security to individuals with security concerns, such as those who have been victims of serious incidents or
threats. We will supply support for those under duress from serious threats or violence, and provide protection to prominent individuals with such concerns.

Our market is the individual who requires, as part of his or her personalized security plan, products that provide deterrents from aggression. It may be the athlete who, while
involved in long-distance training, is confronted with an unwanted aggressor. Our market will include women working shift-work, elderly, retired, those living alone, and those living in families and communities who feel the need for some added
personal protection.

The customer may include the individual who needs a personal attendant to be part of a difficult meeting which has the potential of aggression or violence. Travelers and visitors who
are unsure of the area may likewise require a personal attendant. Special events bring celebrities to the area that may choose to use the local security professionals who know and understand their own marketplace.

In marketing our products and services, we are not dependant on one (1) or a few major customers. We will be direct selling to the consumer. We will be working with individuals who
require our offered products and services. To the extent known at this time, we do not intend to target large corporations for the next twelve (12) month period.

Patent, Trademark, License and Franchise Restrictions and Contractual Obligations and Concessions

There are no inherent factors or circumstances associated with this industry, or any of the products or services that we plan to provide that would give cause for any patent,
trademark or license infringements or violations. We have

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also not entered into any franchise agreements or other contracts that have given, or could give rise to obligations or concessions.

Governmental Controls and Approvals

In regards to both the retail and the customer service portions of our business, the major area for government control or need for government approval would be in terms of business licensing

All of the products that will be offered for sale will be purchased from reputable wholesale distributors and manufactures and will carry the necessary government and industry standard approvals. We do not intend to sell products that are restricted or regulated in Canada.

Existing or Probable Government Regulations

Other than the licensing requirements discussed above, our management is not aware of any other types of government regulations existing or of any regulations being contemplated that will adversely affect our ability to operate.

Research and Development Activities and Costs

Our directors and officers have undertaken limited research and investigation to date regarding the type and supply of products and market need for personal protection. We do not have any plans for additional research or development during the next twelve (12) month period.

Compliance with Environmental Laws

There are no environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future to address issues specific to our business.

Employees

We have no employees at the present time. Our officers and directors are responsible for all planning, developing and operational duties, and will continue to do so throughout the early stages of our growth.

We have no intention of hiring employees until our business has been successfully launched and we have sufficient, reliable revenue flow from our operations. Our officers and directors will undertake the work and tasks necessary to bring our business to the point of having positive cash flow by earning revenues from Internet sales, kiosk sales and contract sales. We do not expect to hire any employees within the next twelve (12) months.

Risk Related to our Business

You should carefully consider the following risk factors and all other information contained herein as well as the information included in this Annual Report in evaluating our business and prospects. The risks and uncertainties described below are not the only ones we face. Additional unknown risks and uncertainties, or that we currently believe are immaterial, may also impair our business operations. If any of the following risks occur, our business and financial results could be harmed. You should refer to the other information contained in this Annual Report, including our financial statements and the related notes.

We Have a Limited Operating History.

We have a limited operating history. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. No assurance can be given that we may be able to operate on a profitable basis.

We may Require Significant Additional Financing before our Products may be Marketed and Sold Successfully and Profitably and There is No Assurance that such Funds will be Available as, if and when Needed.

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We have only raised $90,000 which was, along with our limited sales, sufficient to fund our operations for the last twelve (12) months. Our ability to purchase sufficient inventory and market our products and services to potential customers will be dependent upon our ability to raise significant additional financing. There can be no assurance that we will be able to obtain financing on acceptable terms in light of factors such as the market demand for our securities, the state of financial markets generally and other relevant factors.

Inability Of Our Officers And Directors To Devote Sufficient Time To The Operation Of Our Business May Limit Our Success.

Presently, our officers and directors allocate only a portion of their time to the operation of our business. Should our business develop faster than anticipated, our officers may not be able to devote sufficient time to the operation of our business to ensure that it continues as a going concern. Even if our managements lack of sufficient time is not fatal to our existence, it may result in our limited growth and success.

Unproven Profitably Due to Lack of Operating History Makes an Investment in Us an Investment in an Unproven Venture.

We were formed on June 17, 2004. Since our date of inception, we have not had significant revenues or operations and we have few assets. Due to our lack of operating history, the revenue and income potential of our business is unproven. If we cannot successfully implement our business strategies, we may not be able to generate sufficient revenues to operate profitably. Since our resources are very limited, insufficient revenues would result in termination of our operations, as we cannot fund unprofitable operations unless additional equity or debt financing is obtained.

Our Independent Auditors Report States that there is a Substantial Doubt that we will be able to Continue as a Going Concern.

Our independent auditors, Schumacher & Associates, Inc. Certified Public Accountants, state in their audit report, that since we have minimal business operations to date and losses to date of approximately $109,200, there is a substantial doubt that we will be able to continue as a going concern.

Our Management Currently Controls our Company and Thus You Will Most Likely Not be Able to Influence the Control of the Company Through Elections to the Board of Directors.

Our management, collectively, owns 55% of our total issued and outstanding shares of common stock. Therefore, our management will continue to retain control of us.



|ITEM 2.DESCRIPTION OF PROPERTIES.
|---------------------------------

We do not own or rent facilities of any kind. At present we are operating from our principal office that is located within the offices of our President, who provides this space free of charge. We will continue to use this space for our executive offices for the foreseeable future.

We do not have any manufacturing plants and have minimal equipment for the operation of our business.

We do not have any investments or interests in any real estate.



|ITEM 3.LEGAL PROCEEDINGS.
|-------------------------

We are not currently party to any legal proceedings, nor are we aware of any contemplated or pending legal proceedings against us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

We have not yet held our annual shareholders meeting or submitted any matters to a vote of shareholders during the fiscal year to which this Annual Report pertains.

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|PART II
ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
|--------------- | ----------------------------------------------------------------------

Market for Common Equity and Related Stockholder Matters

(a) Market Information

Our shares of common stock, par value $0.001 per share, are quoted on the OTC Bulletin Board under the symbol DYMC.

Fiscal Year Ended June 30, 2008*

|Quarter |  | September |  | December |  | March   |  | June
|------- |  | --------- |  | -------- |  | ------- |  | ----
|        |  |           |  |          |  |         |  |     
|High    |  | --        |  | --       |  | $ 1.96  |  | --  
|        |  |           |  |          |  |         |  |     
|Low     |  | --        |  | --       |  | $ 0.049 |  | --  
|        |  |           |  |          |  |         |  |     

* On August 17, 2007, we obtained regulatory approval to post our common shares for trading on the OTC.BB.

(b) Holders

As of July 31, 2008, there were approximately 43 holders of record of our common stock.

(c) Dividend Policy

We have never declared or paid dividends on our common stock. We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

(d) Securities authorized for issuance under equity compensation plans

None.

RECENT SALES OF UNREGISTERED SECURITIES

We have not sold any unregistered securities during the past three (3) years prior to the date of the filing of this annual report.

USE OF PROCEEDS FROM SALE OF REGISTERED SECURITIES

As previously reported, on November 9, 2006 our Registration Statement on Form SB-2 was declared effective, and on January 31, 2007, we completed a maximum offering of a maximum of 36,000,000 common shares at a price of $0.0025 per share. On August 17, 2007, we obtained regulatory approval to post our common shares for trading on the OTC/BB under the trading symbol DYMC.

All of the proceeds from our offering have been spent and have been used to fund our operations as described in the SB-2 offering document incorporated by reference herein.

As of the date of this Form 10-KSB Annual Report, there are 80,000,000 issued and outstanding shares of common stock of which 44,000,000 shares are held by our officers and directors.



|DESCRIPTION OF SECURITIES
|-------------------------

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Common Stock

On March 12, 2008, our Articles of Incorporation were amended to change the aggregate number of shares which we have authority to issue two hundred sixty million (260,000,000) par value $0.001 per share of which two hundred fifty million (250,000,000) are designated for common stock and ten million (10,000,000) are designated for preferred stock.

On March 3, 2008, our Board of Directors authorized a 40-for-1 stock split of our $0.001 par value common stock. As a result of the split, 171,600,000 additional shares were issued and capital and additional paid-in capital were adjusted according. All references in the accompanying financial statements to the number of common shares and per share amounts have been retroactively adjusted to reflect the stock split.

On March 16, 2008, our Board of Directors authorized the cancellation of 96,000,000 post forward-split common shares. There are presently 80,000,000 common shares issued and outstanding.

Each record holder of common stock is entitled to one vote for each share held in all matters properly submitted to the stockholders for their vote. Cumulative voting for the election of directors is not permitted by the By-Laws of Dynamic.

Holders of outstanding shares of common stock are entitled to such dividends as may be declared from time to time by the Board of Directors out of legally available funds; and, in the event of liquidation, dissolution or winding up of the affairs of Dynamic, holders are entitled to receive, ratably, the net assets of Dynamic available to stockholders. Holders of outstanding shares of common stock have no preemptive, conversion or redemptive rights. To the extent that additional shares of Dynamics common stock are issued, the relative interest of the existing stockholders may be diluted.

Stock Purchase Warrants

None.

Stock Purchase Options

None.

ITEM 6. MANAGEMENTS PLAN OF OPERATION.

We have generated only $38,734 in revenues from the sale of products since our inception. The following should be read jointly with the financial statements, related notes, and the cautionary statement regarding forward-looking statements, which appear elsewhere in this filing.

Plan of Operation for the Next Twelve (12) Months

The following discussion of the plan of operation, financial condition, results of operations, cash flows and changes in financial position should be read in conjunction with our most recent financial statements and notes appearing elsewhere in this Form 10-KSB; our 10-Q filed May 7, 2008, our 10QSB filed February 14, 2008, our 10QSB filed November 14, 2007 and our 10KSB annual report filed October 9, 2007.

Our continuing operations are dependent upon the identification and successful completion of additional long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability to complete the roll-out of our business plan. If not, we will likely be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy our working capital and other cash requirements.

We are continuing to build a business that assists consumers with their security needs. We offer a three-fold service.

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Our first focus is to assist our clients in developing personalized security plans. It is our managements opinion that having a personalized security plan in place may help
create an atmosphere of safety and may allow consumers the ability to conduct daily activities without undue worry and concern. Our second focus is to source and market personal security products. Our third focus is to provide personal protection on
an as-needed basis.

We are continuing to market our services through our website and the presentation of seminars. Our seminars highlight the importance of personal security and protection, as well as
present information on personal security equipment and devices available in the market.

Our goal is to help our customers create and implement a personalized security plan.

We do not anticipate making any major purchases of capital assets, or conducting any research and development in the next twelve (12) months. Other than our current officers, we have
no employees at the present time. We do not expect to hire any employees within the next twelve (12) months.

In June 2008, we sold our kiosk and portable display unit realizing a total of $13,500 in order to satisfy anticipated cash requirements to purchase inventory and to pay annual
legal and audit expenses.

We believe we have sufficient cash resources to satisfy our needs through the end of September 2008. Our ability to satisfy cash requirements thereafter and the need for additional
funding is dependent on our ability to generate revenue from our business in sufficient quantity and on a profitable basis. To the extent that we require additional funds to support our operations or the expansion of our business, we may attempt to
sell additional equity shares or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. Should we require additional cash in the future, there can be no assurance that we will be successful in raising
additional debt or equity financing on terms acceptable to us, if at all.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Full Fiscal Years

At June 30, 2008, we had working capital of $19,612, compared to working capital of $69,224 at June 30, 2007. At June 30, 2008 our total assets consisted of cash of
$26,903, prepaid expenses of $416 and capital assets of $2,442. This compares with our total assets at June 30, 2007, consisted of cash of $34,491, notes receivable of $42,665, and capital assets of $9,481.

At June 30, 2008, our total current liabilities decreased to $7,707 from $7,932 at June 30, 2007.

We recognized $38,017 in revenue from the sale of security products and services for the year ended June 30, 2008. Cost of goods sold for the year ended June 30, 2008 were
$28,700, resulting in a profit of $9,317. This compares with revenues from the sale of security products and services of $717 during the year ended June 30, 2007. The cost of goods sold for the year ended June 30, 2007 was $750,
resulting in a loss of $33.

We have recognized $38,734 in revenue from inception. Our short and long term survival is dependent on funding from increased sales of inventory products and services, sales of
securities as necessary or from shareholder loans.

Result of Operations

For the year ended June 30, 2008, operating expenses were $68,603 compared to $35,166 for the year end June 30, 2007. The increase of $33,437 was due to an increase in our
operational activities over the prior period. Operating expenses to the year end June 30, 2008, consisted of professional fees of $23,978, marketing and travel costs of $23,567, office and administration costs of $10,528, training and
consulting fees of $6,919 and depreciation and amortization totaling $3,611. This compares with expenses to the year end June 30, 2007, consisted of professional fees of $21,043, marketing and travel costs of $9,500, office and
administration costs of $3,573 and depreciation and amortization totaling $1,050.

We recognized a gain on sale of assets of $244 and interest income of $668 for a total of $912 in other income for the year ended June 30, 2008 compared with interest
income of $124 for the year end June 30, 2007.

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We posted a net loss of $58,374 for the year ended June 30, 2008, compared to a net loss of $35,075 for the year ended June 30, 2007. From inception to June 30, 2008 we have incurred a net loss of $109,181. The principal components of losses were professional fees of $56,346, marketing costs of $33,067, cost of goods sold of $29,450, office and administration expenses of $17,650, training and consulting fees of $7,119, organizational costs of $1,058, and depreciation and amortization of $4,662.

As of the date of this report, our net cash balance is approximately $21,182. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.

We believe our existing cash balances are sufficient to carry our normal operations for the next three (3) months. To the extent that we require additional funds to support our operations or the expansion of our business, we may attempt to sell additional equity shares or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if require, will be available to us or, if available to us, on acceptable terms.

We believe our market risk exposures arise primarily from exposures to fluctuations in interest rates and exchange rates. We presently only transact business in Canadian and United States Dollars. We believe that the exchange rate risk surrounding our future transactions will not materially or adversely affect our future earnings. We do not use derivative financial instruments to manage risks or for speculative or trading purposes.

Off Balance Sheet Arrangements.

None.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements required by this Item begin on Page F-14 of this Form 10-KSB, and include (1) Report of Independent Registered Public Accounting Firm; (2) Balance Sheets; (3) Statements of Operations, Statements of Cash Flows, Statement of Stockholders Equity; and (4) Notes to Financial Statements.

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|DYNAMIC ALERT LIMITEDFINANCIAL STATEMENTS
|-----------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



|JUNE 30, 2008
|-------------

|                                                        |  | Page       
|------------------------------------------------------- |  | -----------
|Report of Independent Registered Public Accounting Firm |  | F-2        
|Financial Statements:                                   |  |            
|Balance Sheets                                          |  | F-3        
|Statements of Operations                                |  | F-4        
|Statements of Cash Flows                                |  | F-5        
|Statement of Stockholders Equity                       |  | F-6        
|Notes to Financial Statements                           |  | F-7 to F-11

F-1

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Report of Independent Registered Public Accounting Firm



|Board of DirectorsDynamic Alert Limited
|---------------------------------------

We have audited the accompanying balance sheets of Dynamic Alert Limited as of June 30, 2008 and 2007, and the related statements of operations, stockholders equity, and cash flows for the two years then ended. 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 audits

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audits 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 also 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 presentations. We believe that our audits provide 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 Alert Limited as of June 30, 2008 and 2007 and the related statements of operations, and cash flows for the two years ended June 30, 2008 and 2007, 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 described in Note 3, the Company has minimal business operations to date and has losses to date of approximately $109,200, which raise substantial doubts about its ability to continue as a going concern. Managements plan in regard to this matter is also explained in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



|Schumacher & Associates, Inc.Certified Public Accountants2525 15thStreet, Suite 3HDenver, CO 80112September 08, 2008
|--------------------------------------------------------------------------------------------------------------------

F-2

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|DYNAMIC ALERT LIMITEDBALANCE SHEETS
|-----------------------------------

|                                                        |  | June 30, 2008 |  | June 30, 2007
|------------------------------------------------------- |  | ------------- |  | -------------
|                                                       
|ASSETS                                                  |  |               |  |              
|                                                       
|Current                                                 |  |               |  |              
|Cash                                                    |  | $26,903       |  | $ 34,491     
|Prepaid expenses                                        |  | 416           |  | -            
|Notes receivable                                        |  | -             |  | 42,665       
|                                                        |  |               |  |              
|Total Current Assets                                    |  | 27,319        |  | 77,156       
|                                                       
|Office Equipment                                        |  | -             |  | 5,488        
|Computer Equipment, net of depreciation $1,645          |  | 2,056         |  | 3,290        
|Website Development, net of amortization of $564        |  | 386           |  | 703          
|                                                        |  |               |  |              
|                                                       
|TOTAL ASSETS                                            |  | $29,761       |  | $ 86,637     
|                                                        |  |               |  |              
|                                                       
|LIABILITIES AND STOCKHOLDERS EQUITY                    |  |               |  |              
|                                                       
|LIABILITIES                                             |  |               |  |              
|                                                       
|Current                                                 |  |               |  |              
|Accounts payable                                        |  | $1,207        |  | $ 2,232      
|Accrued liabilities                                     |  | 6,500         |  | 5,700        
|                                                        |  |               |  |              
|Total Current Liabilities                               |  | 7,707         |  | 7,932        
|                                                        |  |               |  |              
|                                                       
|STOCKHOLDERS EQUITY                                    |  |               |  |              
|                                                       
|Capital Stock                                           |  |               |  |              
|Authorized:                                             |  |               |  |              
|250,000,000 common shares, par value $0.001 per share   |  |               |  |              
|10,000,000 preferred shares, par value $0.001 per share |  |               |  |              
|Issued and outstanding:                                 |  |               |  |              
|80,000,000 and 176,000,000 common shares as at June 30, |  | 80,000        |  | 125,000      
|2008 and June 30, 2007, respectively                    |  |               |  |              
|Additional paid-in capital                              |  | 45,000        |  | -            
|Accumulated comprehensive income                        |  | 6,235         |  | 4,512        
|Accumulated Deficit                                     |  | (109,181)     |  | (50,807)     
|                                                        |  |               |  |              
|Total Stockholders Equity                              |  | 22,054        |  | 78,705       
|                                                        |  |               |  |              
|                                                       
|TOTAL LIABILITIES AND STOCKERHOLDERS EQUITY            |  | $29,761       |  | $ 86,637     
|                                                        |  |               |  |              

The accompanying notes are an integral part of these statements.

F-3

---



|DYNAMIC ALERT LIMITEDSTATEMENTS OF OPERATIONS
|---------------------------------------------

|                              |  | Year Ended  |  | Year Ended 
|----------------------------- |  | ----------- |  | -----------
|                              |  | June 30,    |  | June 30,   
|                              |  | 2008        |  | 2007       
|                              |  |             |  |            
|                             
|Revenue                       |  | $ 38,017    |  | $ 717      
|                              |  |             |  |            
|                             
|Cost of Goods Sold            |  | 28,700      |  | 750        
|                              |  |             |  |            
|                              |  | 9,317       |  | (33)       
|                              |  |             |  |            
|Expenses                      |  |             |  |            
|Depreciation and amortization |  | 3,611       |  | 1,050      
|Marketing and travel          |  | 23,567      |  | 9,500      
|Office and administration     |  | 10,528      |  | 3,573      
|Professional fees             |  | 23,978      |  | 21,043     
|Training and consulting       |  | 6,919       |  | -          
|                              |  |             |  |            
|                              |  | 68,603      |  | 35,166     
|                              |  |             |  |            
|                             
|Net Loss From Operations      |  | (59,286)    |  | (35,199)   
|                              |  |             |  |            
|                             
|Other Income and Expenses     |  |             |  |            
|Gain on sale of assets        |  | 244         |  | -          
|Interest income               |  | 668         |  | 124        
|                              |  |             |  |            
|                              |  | 912         |  | 124        
|                              |  |             |  |            
|                             
|Net Loss For The Period       |  | $ (58,374)  |  | $ (35,075) 
|                              |  |             |  |            
|                             
|                             
|Basic And Diluted Loss Per    |  |             |  |            
|Share                         |  | $ Nil       |  | $ Nil      
|                              |  |             |  |            
|                             
|                             
|Weighted Average Number of    |  |             |  |            
|Shares Outstanding            |  | 144,000,000 |  | 154,893,151
|                              |  |             |  |            

The accompanying notes are an integral part of these statements.

F-4

---



|DYNAMIC ALERT LIMITEDSTATEMENTS OF CASH FLOWS
|---------------------------------------------

|                                       |  | Year ended    |  | Year ended   
|-------------------------------------- |  | ------------- |  | -------------
|                                       |  | June 30, 2008 |  | June 30, 2007
|                                       |  |               |  |              
|                                      
|Cash Flows from Operating Activities   |  |               |  |              
|Net loss for the period                |  | $ (58,374)    |  | $ (35,075)   
|                                      
|                                      
|Adjustments to Reconcile Net Loss to   |  |               |  |              
|Net Cash Provided by (Used in)         |  |               |  |              
|Operating Activities                   |  |               |  |              
|Prepaid expenses                       |  | (416)         |  | -            
|Depreciation and amortization          |  | 3,611         |  | 1,050        
|Accounts payable and accrued           |  | (225)         |  | 3,872        
|liabilities                            |  |               |  |              
|                                       |  |               |  |              
|Net Cash (Used in) Operating           |  |               |  |              
|Activities                             |  | (55,404)      |  | (30,153)     
|                                       |  |               |  |              
|                                      
|Cash Flows from Investing Activities   |  |               |  |              
|Additions to capital assets            |  | (9,829)       |  | (9,581)      
|Sale of capital assets                 |  | 13,257        |  | -            
|Investment in note receivable          |  | 42,665        |  | (42,665)     
|Additions to intangibles               |  | -             |  | (950)        
|                                       |  |               |  |              
|Net Cash Provided by (Used in)         |  |               |  |              
|Investing Activities                   |  | 46,093        |  | (53,196)     
|                                       |  |               |  |              
|                                      
|Cash Flows From Financing Activities   |  |               |  |              
|Issuance of common shares              |  | -             |  | 90,000       
|Foreign currency translation           |  | 1,723         |  | 4,512        
|adjustment                             |  |               |  |              
|                                       |  |               |  |              
|Net Cash Provided by Financing         |  |               |  |              
|Activities                             |  | 1,723         |  | 94,512       
|                                       |  |               |  |              
|Increase (Decrease) in Cash during the |  |               |  |              
|Period                                 |  | (7,588)       |  | 11,163       
|                                      
|Cash, Beginning Of Period              |  | 34,491        |  | 23,328       
|                                       |  |               |  |              
|                                      
|Cash, End Of Period                    |  | $ 26,903      |  | $ 34,491     
|                                       |  |               |  |              
|                                      
|                                      
|Supplemental Disclosure Of Cash Flow   |  |               |  |              
|Information                            |  |               |  |              
|Cash paid for:                         |  |               |  |              
|Interest                               |  | $ -           |  | $ -          
|Income taxes                           |  | $ -           |  | $ -          
|                                       |  |               |  |              

The accompanying notes are an integral part of these statements.

F-5

---

|                      |  |           |  |        |  | DYNAMIC ALERT LIMITED             |  |               |  |            |  |            
|--------------------- |  | --------- |  | ------ |  | --------------------------------- |  | ------------- |  | ---------- |  | -----------
|                     
|                      |  |           |  |        |  | STATEMENT OF STOCKHOLDERS EQUITY |  |               |  |           
|                     
|                      |  |           |  |        |  |                                   |  | JUNE 30, 2008 |  |            |  |            
|                     
|                     
|                     
|                      |  |           |  |        |  | CAPITAL STOCK                     |  |               |  |            |  | ACCUMULATED
|                      |  |           |  |        |  |                                   |  |               |  |            |  |            
|                      |  |           |  |        |  |                                   |  |               |  | ADDITIONAL |  |            
|                      |  | PREFERRED |  |        |  | COMMON                            |  |               |  | PAID-IN    |  | ACCUMULATED
|                      |  | SHARES    |  | AMOUNT |  | SHARES                            |  | AMOUNT        |  | CAPITAL    |  | DEFICIT    
|                      |  |           |  |        |  |                                   |  |               |  |            |  |            
|                     
|Balance, June 30,     |  | -         |  | $-     |  | 140,000,000                       |  | $35,000       |  | $-         |  | $(15,732)  
|2006                  |  |           |  |        |  |                                   |  |               |  |            |  |            
|                     
|January 31, 2007     |  |           |  |        |  |                                   |  |               |  |            |  |            
|Shares issued for     |  | -         |  | $-     |  | 36,000,000                        |  | $90,000       |  | $-         |  | $-         
|cash at $0.0025       |  |           |  |        |  |                                   |  |               |  |            |  |            
|Foreign currency      |  | -         |  | $-     |  | -                                 |  | $-            |  | $-         |  | $-         
|translation           |  |           |  |        |  |                                   |  |               |  |            |  |            
|adjustment            |  |           |  |        |  |                                   |  |               |  |            |  |            
|Net loss for the year |  | -         |  | $-     |  | -                                 |  | $-            |  | -$         |  | $(35,075)  
|                      |  |           |  |        |  |                                   |  |               |  |            |  |            
|                     
|Balance June 30,      |  | -         |  | $-     |  | 176,000,000                       |  | $125,000      |  | $-         |  | $(50,807)  
|2007                  |  |           |  |        |  |                                   |  |               |  |            |  |            
|                      |  |           |  |        |  |                                   |  |               |  |            |  |            
|                     
|March 16, 2008       |  |           |  |        |  |                                   |  |               |  |            |  |            
|Shares returned to    |  | -         |  | $-     |  | (96,000,000)                      |  | $(45,000)     |  | $45,000    |  | $-         
|treasury              |  |           |  |        |  |                                   |  |               |  |            |  |            
|Foreign currency      |  | -         |  | $-     |  | -                                 |  | $-            |  | $-         |  | $-         
|translation           |  |           |  |        |  |                                   |  |               |  |            |  |            
|adjustment            |  |           |  |        |  |                                   |  |               |  |            |  |            
|Net loss for the      |  | -         |  | $-     |  | -                                 |  | $-            |  | $-         |  | $(58,374)  
|period                |  |           |  |        |  |                                   |  |               |  |            |  |            
|                      |  |           |  |        |  |                                   |  |               |  |            |  |            
|                     
|Balance, March 31,    |  |           |  |        |  |                                   |  |               |  |            |  |            
|2008                  |  | -         |  | $ -    |  | 80,000,000                        |  | $80,000       |  | $ 45,000   |  | $ (109,181)
|                      |  |           |  |        |  |                                   |  |               |  |            |  |            

The accompanying notes are an integral part of these statements.

F-6

---



|DYNAMIC ALERT LIMITEDNOTES TO FINANCIAL STATEMENTS
|--------------------------------------------------



|JUNE 30, 2008
|-------------

|1. | NATURE AND CONTINUENCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | This summary of significant accounting policies is presented to assist in understanding the Companys financial statements. The financial statements and notes are representations of the Companys management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements. The financial statements are stated in United States of America dollars.
|  

|a) | Organizational and Start-up Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Costs of start-up activities, including organizational costs, are expensed as incurred in accordance with SOP 98- 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|b) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | The Company has adopted the Statement of Financial Accounting Standards No. 109  Accounting for Income Taxes (SFAS 109). SFAS 109 requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
|  
|c) | Basic and Diluted Loss per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | In accordance with SFAS No. 128  Earnings per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common 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. At June 30, 2008, the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.                                                      
|  
|d) | Estimated Fair Value of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | The carrying value of the Companys financial instruments, consisting of cash, note receivable, accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements.                                                                                                                                                                                                                                                                                                                       
|  
|e) | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | The company has had minimal revenue to date. It is the Companys policy that revenues are recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition." Under SAB 104,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  

F-7

---

DYNAMIC ALERT LIMITED

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008

product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectability is reasonably assured.

|f) | Foreign Currency Translations                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Companys uses the Canadian dollar and the U.S. dollar as its functional currency. The Companys reporting currency is the U.S. dollar. All transactions initiated in other currencies are re-measured into the functional currency as follows:                                                                                                                                                                                                                                                
|  
|   | Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date,                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   | Gains and losses on re-measurement are included in determining net income for the period                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | Translation of balances from the functional currency into the reporting currency is conducted as follows:                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | Assets and liabilities at the rate of exchange in effect at the balance sheet date,                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   | Translation adjustments resulting from translation of balances from functional to reporting currency are accumulated as a separate component of shareholders equity as a component of comprehensive income or loss.                                                                                                                                                                                                                                                                               
|  
|g) | Comprehensive Income (Loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 130,"Reporting Comprehensive Income". SFAS 130 requires that the components and total amounts of comprehensive income be displayed in the financial statements beginning in 1998. Comprehensive income includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities.
|  
|h) | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | The preparation of the Companys financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.                                                                                                                                                                                   
|  
|i) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents.                                                                                                                                                                                                                                                                                                                                                                 
|  
|j) | Computer Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | Property and equipment are recorded at cost and depreciated over their estimated useful lives. The Company uses the straight-line method of depreciation.                                                                                                                                                                                                                                                                                                                                          
|  

|A summary of the estimated useful lives follows: |  |        
|------------------------------------------------ |  | -------
|Computer equipment                               |  | 3 years

Expenditures for maintenance and repairs which do not materially extend the useful lives of property and equipment are charged to earnings. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in earning.

k) Website Development Costs

F-8

---



|DYNAMIC ALERT LIMITEDNOTES TO FINANCIAL STATEMENTS
|--------------------------------------------------



|JUNE 30, 2008
|-------------

Website development costs representing capitalized costs of design, configuration, coding, installation and testing of the Companys website are capitalized until initial implementation. Upon implementation, the asset is amortized to expense over its estimated useful life of three years using the straight-line method. Accumulated amortization at June 30, 2008 was $564, and amortization expense for the year ended June 30, 2008 was $317. Ongoing website post-implementation costs of operation, including training and application maintenance, will be charged to expense as incurred.

|l) | Advertising                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company expenses the cost of advertising when incurred. Advertising expenses are included with marketing and travel in the accompanying statements of operations.                                                                                                                                                                                                   
|  
|m) | Concentrations                                                                                                                                                                                                                                                                                                                                                          
|  
|   | Financial instruments that potentially subject the company to concentrations of credit risk consist principally of cash and cash equivalents. At June 30, 2008, the Company had $26,390 US Funds in deposit in a business bank account, and US equivalent of $513 in Canadian funds in a business bank account which are not insured by agencies of the U.S. Government.
|  
|n) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                        
|  
|   | There were various accounting standards and interpretations issued during 2008 and 2007, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.                                                                                                                                                            
|  
|o) | Other                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | The Company consists of one reportable business segment. The Company paid no dividends during the periods presented.                                                                                                                                                                                                                                                    
|  

3. BASIS OF PRESENTATION  GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company has minimal business operations to date and has losses to date of approximately $109,200. These matters raise substantial doubt about the Companys ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon the Companys ability to meet its financing requirements, raise additional capital, and the success of its future operations. The Company acquired additional operating capital through equity offerings to the public and will seek additional means of financing to fund its business plan. There is no assurance that the equity offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. Management believes that actions planned and presently being taken to revise the Companys operating and financial requirements provide the opportunity for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from these uncertainties.

F-9

---



|DYNAMIC ALERT LIMITEDNOTES TO FINANCIAL STATEMENTS
|--------------------------------------------------



|JUNE 30, 2008
|-------------

|4. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Companys authorized common stock consists of 250,000,000 shares with a par value of $0.001 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | On June 17, 2004, the Company issued 4,000,000 shares of common stock at a price of $0.00025 for cash totalling $1,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | On June 30, 2004, the Company issued 136,000,000 shares of common stock at a price of $0.00025 for cash totalling $34,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | On January 31, 2007, the Company issued 36,000,000 shares of common stock at a price of $0.0025 for cash totalling $90,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | On February 28, 2008, the Board of Directors authorized a 40 for 1 stock split of the Companys $0.001 par value common stock. As a result of the split, 171,600,000 additional shares were issued and capital and additional paid-in capital were adjusted accordingly. All references in the accompanying financial statements to the number of common shares and per share amounts have been retroactively adjusted to reflect the stock split.                                                                                                                                                                                     
|  
|   | On March 16, 2008, the President of the Company returned 96,000,000 post forward-split shares to the Company for no consideration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|5. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | The Company is subject to foreign and domestic income taxes. The Company has had losses to date, and therefore has paid no income tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Companys deferred tax assets consist entirely of the benefit from net operating loss (NOL) carry-forwards. The net operating loss carry forwards expire in various years through 2027. The Companys deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the net operating loss carry-forwards. Net operating loss carry-forwards may be further limited by a change in company ownership and other provisions of the tax laws.
|  
|   | The Companys deferred tax assets, valuation allowance, and change in valuation allowance are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  

|              |  |               |  |         |  | Estimated   |  |           |  | Change in |  |        
|------------- |  | ------------- |  | ------- |  | ----------- |  | --------- |  | --------- |  | -------
|              |  | Estimated NOL |  | NOL     |  | Tax Benefit |  | Valuation |  | Valuation |  | Net Tax
|Period Ending |  | Carry-forward |  | Expires |  | from NOL    |  | Allowance |  | Allowance |  | Benefit
|             
|June 30, 2007 |  | 50,807        |  | Various |  | 12,702      |  | (12,702)  |  | (8,769)   |  | -      
|             
|June 30, 2008 |  | 109,181       |  | Various |  | 27,295      |  | (27,295)  |  | (14,593)  |  | -      

Income taxes at the statutory rate are reconciled to the Companys actual income taxes as follows:

|Income tax benefit at statutory rate resulting from net operating |  |      
|----------------------------------------------------------------- |  | -----
|loss carry forward                                                |  | (25%)
|Deferred income tax valuation allowance                           |  | 25%  
|                                                                  |  |      
|Actual tax rate                                                   |  | 0%   
|                                                                  |  |      

F-10

---



|DYNAMIC ALERT LIMITEDNOTES TO FINANCIAL STATEMENTS
|--------------------------------------------------



|JUNE 30, 2008
|-------------

|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company uses the offices of its President for its minimal office facility needs for no consideration. No provision for these costs has been provided since it has been determined that they are immaterial.
|  
|7. | SALE OF FIXED ASSETS                                                                                                                                                                                           
|  
|   | On June 24, 2008, the Company sold fixed assets with a net book value of $13,256 for cash of $13,500, resulting in a gain on sale of $244.                                                                     
|  

F-11

---

|ITEM 8.        | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|-------------- | ------------------------------------------------------------------------------------
|None.
ITEM 8A. | Controls and procedures                                                             

Evaluation of disclosure controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management as appropriate, to allow timely decisions regarding required disclosure.

An evaluation was performed under the supervision and with the participation of our management, including the chief executive officer and the chief financial officer, of the effectiveness of the design and operation of our disclosure procedures. Based on management's evaluation as of the end of the period covered by this Annual Report, our principal executive officer and chief financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) were sufficiently effective to ensure that the information required to be disclosed by us in the reports that we file under the Exchange Act is gathered, analyzed and disclosed with adequate timeliness, accuracy and completeness.

Managements Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Our management, with the participation of the President, evaluated the effectiveness of the Companys internal control over financial reporting as of December 31, 2007. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control  Integrated Framework. Based on that evaluation, our management, concluded that, as of December 31, 2007, our internal control over financial reporting was not effective due to material weaknesses in the system of internal control.Specifically, management identified the following control deficiency. The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.

This Annual Report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this Annual Report.

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Changes in internal controls

There have been no changes in our internal control over financial reporting identified in connection with the evaluation described above that occurred during our last fiscal quarter that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.



|ITEM 8B.Other Information
|-------------------------



|None
|----

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE

EXCHANGE ACT

Directors and Executive Officers

The following table sets forth the names, ages and positions of our current directors and executive officers:

|Name             |  | Age |  | Offices Held                  
|---------------- |  | --- |  | ------------------------------
|Audrey Reich     |  | 59  |  | Director, President           
|Bradley Hawkings |  | 28  |  | Director, Secretary, Treasurer
|Meghan Cox       |  | 31  |  | Director                      

Audrey Reich, President and Member of the Board of Directors

Ms. Audrey Reich has served as President and a member of our Board of Directors since our inception on June 17, 2004. The term of her office is for one (1) year and is renewable on an annual basis. Ms. Reich also served as our Secretary/Treasurer from our inception until June 30, 2004.

Ms. Reich was commissioned as a Notary Public in Surrey, British Columbia in 1988. As a sole practitioner, she was fully responsible for all aspects of business, accounting, trust funds, office personnel and customer relations. She resigned her Commission in 1992 to care for her aging mother and has remained retired.

In September 1981, Ms. Reich purchased a part interest in a family business, Reich Refrigeration and Air Conditioning Ltd., a Kelowna, British Columbia corporation which sold and installed refrigeration equipment. She held the office of Secretary/Treasurer from September 1981 until June 1987 when the company was closed. Ms. Reich was the office manager of Reich Refrigeration and Air Conditioning Ltd. from 1983 to June 1987.

Bradley (Brad) Hawkings, Secretary/Treasurer and Member of the Board of Directors

Mr. Brad Hawkings has served as Secretary/Treasurer and a member of our Board of Directors since June 30, 2004. The term of his office is for one (1) year and is renewable on an annual basis.

From August 2003 to May 2007, Mr. Hawkings was employed by Behind the Scenes Protection, a private company located in New Westminster, British Columbia, which provides security and supervision for special events which are held at various venues in the Lower Mainland of British Columbia. Mr. Hawkings is a supervisor in charge of staffing events, which includes directing staff to strategic locations to maintain an orderly event and take the lead role in handling disturbances.

From April 2001 through September 2003, Mr. Hawkings attended the Hilltop Security Academy in Surrey, British Columbia, where he graduated with a diploma in personal security and private investigation. Mr. Hawkings received a certificate in Advanced Self-Defense Training from Black Belt Security of Vancouver, BC, which is a private

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investigation and executive services company. He also has a First Aid certificate from EMP Canada, a federally recognized training program. See: www.firstaidtraining.com

From July 1997 through March 2001, Mr. Hawkings worked for the following national companies in the retail sales of home entertainment products and cellular telephone equipment:
Visions Electronics in Langley, British Columbia, from July 1997 to June 1999 selling home entertainment systems; Clearnet in Vancouver, British Columbia, from July 1999 through July 2000 marketing cellular telephones; Futureshop in Coquitlam,
British Columbia from August 2000 to January 2001 selling home entertainment systems; and as a manager of Visions Electronics in both the Burnaby and Langley locations in British Columbia, from February 2001 through March 2002.

Meghan Cox, Member of the Board of Directors

Ms. Meghan Cox has served as a member of our Board of Directors since June 30, 2004. Her term of office is for one (1) year and is renewable on an annual basis.

In April 2006, Ms. Cox was employed by The Portables, a national company that creates portable graphic displays and custom exhibits as a supplier of trade show display products and
services. She continues to market their products and services. From October 2003 until April 2006, Ms. Cox worked for Western Imperial Magnetics a wholesale supplier of electronic equipment and related supplies and accessories located in Vancouver,
British Columbia. Since September 2002, Ms. Cox has been working part-time as a fitness program assistant with West Point Grey Community Centre located in Vancouver, British Columbia. From May 1999 to July 2002, Ms. Cox was employed by Air Transat
Holidays, a travel agency located in Vancouver, British Columbia. For the first year Ms. Cox was Lead Supervisor, responsible for thirty-five (35) call center reservation agents. For the remaining three (3) years, she was promoted to the position of
inside sales co-coordinator.

From June 1994 to May 1999 and from July 2002 to October 2003, Ms. Cox worked for Celebration Christian Store, a book store located in Surrey, British Columbia. Her responsibilities
included managing shipping and receiving, opening and closing the store and customer service.

Significant Employees

None.

Family Relationships

None.

Involvement in Certain Legal Proceedings

None.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities and Exchange Act of 1934 requires any person who is a director or executive officer or who beneficially holds more than ten percent (10%) of any class
of our securities which have been registered with the Securities and Exchange Commission, to file reports of initial ownership and changes in ownership with the Securities and Exchange Commission. These persons are also required under the
regulations of the Securities and Exchange Commission to furnish us with copies of all Section 16(a) reports they file.

To our knowledge, based solely on our review of the copies of the Section 16(a) reports furnished to us and a review of our shareholders of record for the fiscal year ended June 30,
2007, there were no filing delinquencies.

Code of Ethics

We have not yet prepared a written code of ethics and employment standards. We have only recently commenced operations. We expect to implement a Code of Ethics during the current
fiscal year.

Corporate Governance; Audit Committee Financial Expert

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We currently do not have an audit committee financial expert or an independent audit committee expert due to the fact that our Board of Directors currently does not have an independent audit committee. Our Board of Directors currently has only one (1) independent member, and thus, does not have the ability to create a proper independent audit committee.



|ITEM 10. EXECUTIVE COMPENSATION.
|--------------------------------

Our executive officers have not received any compensation since the date of our incorporation, and we did not accrue any compensation. There are no securities authorized for issuance under any equity compensation plan, or any options, warrants, or rights to purchase our common stock.

Compensation of Directors

We do not compensate our directors for their time spent on our behalf, but they are entitled to receive reimbursement for all out of pocket expenses incurred for attendance at our Board of Directors meetings.

Pension and Retirement Plans

Currently, we do not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors or employees, in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement or any other termination of employment with us, or from a change in our control.

Employment Agreements

We do not have written employment agreements.

Audit Committee

Presently, our Board of Directors is performing the duties that would normally be performed by an audit committee. We intend to form a separate audit committee, and plan to seek potential independent directors. In connection with our search, we plan to appoint an individual qualified as an audit committee financial expert.

|ITEM 11. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|-------- |  | --------------------------------------------------------------
|         |  | AND RELATED STOCKHOLDER MATTERS                               

The following table sets forth certain information, as of July 31, 2008, with respect to any person (including any group, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) who is known us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to those shares of our equity securities beneficially owned by each of our directors, our executive officers and all of our directors and executive officers and all of our directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to our directors and officers, is based on a review of statements filed, with the Securities and Exchange commission (the Commission) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to our Common Stock. As of July 31, 2008, there were 80,000,000 shares of Common Stock outstanding.

The number of shares of Common Stock beneficially owned by each person is determined under the rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

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The table also shows the number of shares beneficially owned as of July 31, 2008, by each of the individual directors and executive officers and by all directors and executive officers as a group.

|Title of |  |                                                       |  | Amount and Nature of |  | Percent  
|-------- |  | ----------------------------------------------------- |  | -------------------- |  | ---------
|Class    |  | Name and Address of Beneficial Owner                  |  | Beneficial Ownership |  | of Class1
|         |  |                                                       |  |                      |  |          
|Common   |  | Audrey Reich                                          |  |                      |  |          
|         |  | Director, President                                   |  |                      |  |          
|         |  | 10004  103 Street                                    |  | 20,000,000           |  | 25%      
|         |  | Fort Saskatchewan, AB T8L 2E0                         |  |                      |  |          
|         |  |                                                       |  |                      |  |          
|Common   |  | Bradley Hawkings                                      |  |                      |  |          
|         |  | Director,                                             |  |                      |  |          
|         |  | 10004  103 Street                                    |  | 12,000,000           |  | 15%      
|         |  | Fort Saskatchewan, AB T8L 2E0                         |  |                      |  |          
|         |  |                                                       |  |                      |  |          
|Common   |  | Meghan Cox                                            |  |                      |  |          
|         |  | Director                                              |  |                      |  |          
|         |  | 240  222 Baseline Road, Ste 209                      |  | 12,000,000           |  | 15%      
|         |  | Sherwood Park, AB T8H 1S8                             |  |                      |  |          
|         |  |                                                       |  |                      |  |          
|Common   |  | Significant shareholders, directors and officers as a |  |                      |  |          
|         |  | group (3)                                             |  | 44,000,000           |  | 55%      
|         |  |                                                       |  |                      |  |          

(1)Percent of Ownership is calculated in accordance with the Securities and Exchange Commissions Rule 13(d) 13(d)(1)

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Other than the stock transactions disclosed below, we have not entered into any transactions in which any of our directors, executive officers, or affiliates, including any member of an immediate family, had or are to have a direct or indirect material interest.

We have sold securities within the past three (3) years without registering the securities under the Securities Act of 1933 on two (2) separate occasions.

On June 17, 2004, Ms. Audrey Reich, President/Chief Executive Officer, principal executive officer and member of our Board of Directors, subscribed for and purchased 4,000,000 shares of common stock at a price of $0.00025 for cash totaling $1,000.

On June 30, 2004, Ms Audrey Reich, President/Chief Executive Officer, principal executive officer and member of our Board of Directors, subscribed for and purchased 112,000,000 shares of common stock at a price of $0.00025 for cash totaling $28,000. Mr. Hawkings, Secretary/Treasurer/Chief Financial Officer, principal financial officer, principal accounting officer and member of our Board of Directors, and Ms. Cox, member of our Board of Directors, each subscribed for and purchased 12,000,000 shares of common stock at a price of $0.00025 for cash totaling an aggregate of $6,000.

On March 16, 2008, 96,000,000 post forward-split shares were cancelled.

All of the above noted securities were sold in reliance on Regulation D, Section 504 of the Securities Act of 1933. All shareholders are subject to Rule 144 of the Securities Act of 1933 with respect to resale. We relied the exemption from registration since we were not subject to the reporting requirements of Section 13 or 15(d) of the Securities Act of 1933, not an investment company, we had a specific business plan at the time we sold the securities, we are not a blank check company, as that term is defined in Rule 419(a)(2) of Regulation C or Rule 504 (a)(3) of Regulation D of the Securities Act of 1933, and the aggregate offering price was less than $1,000,000. All of the subscribers are our directors and/or our executive officers.

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|ITEM 13.
|--------



|EXHIBITS
|--------



| | Exhibit Index
| | -------------

|3.1  | Articles of Incorporation*                                                                                                                        
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------
|    
|3.2  | By-laws*                                                                                                                                          
|    
|31.1 | Section 302 Certification  Chief Executive Officer                                                                                               
|    
|31.2 | Section 302 Certification  Chief Financial Officer                                                                                               
|    
|32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002  Chief Executive Officer.
|    
|32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002  Chief Financial Officer.
|    

*Incorporated by reference to our SB2 Registration Statement, file number 333-119566, filed on October 30, 2006.

TEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.

The aggregate fees billed by our auditor, Schumacher & Associates, Inc., during the years ended June 30, 2008 and 2007, for professional services rendered for the audit of our annual financial statements and for the reviews of the financial statements included in our Quarterly Reports on Form 10-QSB during that fiscal year was $8,250 and $1,700, respectively. The aggregate fees billed by our former auditor, Miller and McCollom, during the year ended June 30, 2007 were nil.

Audit Related Fees.

We incurred nil to auditors for audit related fees during the fiscal years ended June 30, 2008 and 2007.

Tax Fees.

We incurred nil fees to auditors for tax compliance, tax advice or tax compliance services during the fiscal years ended June 30, 2008 and 2007.

All Other Fees.

We did not incur any other fees billed by auditors for services rendered to us other than the services covered in "Audit Fees" for the fiscal years ended June 30, 2008 and 2007.

The Board of Directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant's independence.

Since there is no audit committee, there are no audit committee pre-approval policies and procedures.

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|SIGNATURES
|----------

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on this 16thday of September, 2008.



|DYNAMIC ALERT LIMITED
|---------------------



|Date: September 16, 2008
|------------------------

By:/s/ Audrey Reich

Name: Audrey Reich

Title: President/Chief Executive Officer,, principal executive officer



|Date: September 16, 2008
|------------------------

By:/s/ Bradley Hawkings

Name: Bradley Hawkings

Title: Chief Financial Officer, principal financial officer and principal accounting officer

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