Dynamic International Inc – ‘PRE 14C’ for 2/3/05

On:  Thursday, 2/3/05, at 3:23pm ET   ·   For:  2/3/05   ·   Accession #:  890163-5-55   ·   File #:  0-33285

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Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Proxy Information Statement                4     16K 

Document Table of Contents

PRE 14C
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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
 Securities Exchange Act of 1934

Check the appropriate box:                                                      

|X|*  Preliminary Information Statement                                         
| |   Confidential, for Use of the Commission Only (as permitted by             
Rule 14-c5(d)(2))                                                   
| |   Definitive Information Statement                                          

DYNAMIC INTERNATIONAL INC.
------------------------------------------
(Name of Registrant As Specified In Charter)

Payment of Filing Fee (Check the appropriate box):                              

|X| No fee required.                                                    
 | | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

1) Title of each class of securities to which transaction applies:      

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2) Aggregate number of securities to which transaction applies:         

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    3) Per unit price or other underlying value of transaction computed pursuant
     to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):                   

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4) Proposed maximum aggregate value of transaction:                     

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5) Total fee paid:                                                      

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| | Fee paid previously with preliminary materials.                             
| | Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid        
previously. Identify the previous filing by registration statement number, or   
the Form or Schedule and the date of its filing.                                

1) Amount Previously Paid:                                              

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2) Form, Schedule or Registration Statement No.:                        

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3) Filing Party:                                                        

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4) Date Filed:                                                          

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 DYNAMIC INTERNATIONAL, INC.
58 Second Avenue
Brooklyn, New York 11215

 INFORMATION STATEMENT

    This Information Statement is furnished by the Board of Directors of Dynamic
International, Inc., a Nevada corporation, (the "Company"), to inform the       
shareholders of the Company of the approval of certain corporate action. This   
Information Statement will be mailed on or about February , 2005 to all holders 
of record of Common Stock ("Common Stock") of the Company. The record date for  
determining shareholders entitled to receive this Information Statement has been
established as the close of business on    March  , 2005 (the "Record Date"). As
ofJanuary 28, 2005, the Company had outstanding and entitled to vote 4,418,102  
shares of Common Stock. Specifically, this Information Statement relates to the 
following corporate action:                                                     

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PRE 14C
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 REVERSE SPLIT

        The Board of Directors of the Company and the holders of a majority of
the shares entitled to vote thereon have adopted by written consent in lieu of a
meeting resolutions to reverse split the Common Stock on a one (1) for four     
hundred ten (410) basis (the "Reverse Split"). As a result of the Reverse Split,
the effective date of which is [March]  , 2005 (the "Record Date"), (A) each    
four hundred ten (410) shares of Common Stock owned by any shareholder on the   
Record Date will be one share of Common Stock, and (B) any number of shares less
than four hundred ten (410) owned by a shareholder on the Record Date, will be  
deemed to be a fractional share interest (a "Fractional Share Interest"). A     
Fractional Share Interest shall constitute the right to receive payment in cash 
from theCompany in an amount calculated in the manner described below.          

      All Fractional Share Interests that result from the Reverse Split will
be purchased by the Company for cash. The Board has set the total value of the  
Company ("Dynamic's Value") at $423,158, representing its book value as of      
December 31, 2004. The Board did not obtain a fairness report, opinion,         
appraisal or other independent assessment of the value of the Company. Each     
shareholder who owns a Fractional Share Interest as a result of the Reverse     
Split will be paid an amount equal to the product of that Fractional Share      
Interest multiplied by $39.27. Said amount ($39.27) represents Dynamic's Value  
divided by [10,776,] such number being the total number of shares of Common     
Stock that are outstanding on the Record Date immediately prior to the Reverse  
Split divided by 410.                                                           

      The purpose of this action is to enable the Company to discontinue the
filing of periodic and other reports with the Securities and Exchange Commission
("SEC") and to relieve it of the costs and other burdens of being a public      
reporting company. The professional and other fees associated with complying    
with the reporting requirements are, in the judgment of the Board, not warranted
at the present time in light of the fact that the Company receives no           
significant benefit from being a reporting company under the Securities Exchange
Act of 1934 ("1934 Act") and is not listed on any national securities exchange  
nor authorized to be quoted on any inter-dealer quotation system. The Rules of  
the SEC under the 1934 Act permit a reporting company that has fewer that five  
hundred (500) shareholders of record to file a form with the SEC eliminating its
reporting requirements. The Board has projected that the Reverse Split and the  
purchase of the Fractional Share Interests will cause the Company to have fewer 
than five hundred (500) shareholders of record. The Board has authorized its    
officers to take the necessary additional steps to terminate the Company's      
filing and reporting requirements under the 1934 Act as soon as practicable     
following the Reverse Split. Following the Reverse Split and termination of our 
public reporting, the Company will operate as a private company.                

After the Reverse Split, shareholders will have no rights as    
shareholders with respect to the pre-Split shares of Common Stock or the        
fractional shares that would have resulted from a reverse stock split if the    
Board had not authorized the issuance of Fractional Share Interests representing
the right to receive a cash payment.                                            

      As stated above, the Board has set the price at which Fractional Share
Interests will be purchased for cash based on the Company's book value of       
$423,158. A shareholder who feels aggrieved by that determination can exercise  
dissenter's appraisal rights under Nevada law. Pursuant to Nevada Revised       
Statute 92A.480, a shareholder who wishes to exercise dissenter's appraisal     
rights must, within thirty (30) days after payment is made to him, notify the   
Company in writing of the shareholder's own estimate of the fair value of the   
shareholder's shares and the amount of interest due and demand payment of the   
shareholder's estimate less any amount paid to the shareholder. In the event the
Company does not agree to the shareholder's estimate, the Company is required by
Nevada Revised Statute 92A.490 to commence a proceeding in District Court in    
Nevada to determine the fair value of the shares and accrued interest. That     
proceeding must be commenced within sixty (60) days after the Company receives  
the shareholder's demand.                                                       

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APPROVAL NOT REQUIRED                                                           

  The Board of Directors of the Company has unanimously approved the
Reverse Split. Holders of record of 2,842,977 shares of the Common Stock,       
representing 64.4% of all shares of Common Stock outstanding have consented to  
the Reverse Split. No further corporate action is required under Nevada law for 
the implementation of the Reverse Split.                                        

SURRENDER OF STOCK CERTIFICATES; PAYMENT                                        

        Enclosed with this Information Statement is a Letter of Transmittal. The
Letter of Transmittal contains instructions for the surrender of stock          
certificates in exchange for new certificates and the payment of the cash       
consideration for any Fractional Share Interest. No payment will be made in     
respect of any Fractional Share Interest until the shareholder has surrendered  
his or her outstanding certificates, together with a completed Letter of        
Transmittal in accordance with the instructions provided.                       

Dated:      , 2005                                                              
Brooklyn, New York                                                              

Dates Referenced Herein

				Referenced-On Page
This ‘PRE 14C’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		2/3/05							None on these Dates
		1/28/05		2
		12/31/04		3
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