UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

Form 8-K

CURRENT REPORT

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

Date of Report (date of earliest event reported): January ~~June 4~~22, ~~2007~~2008

DYNAMIC LEISURE CORPORATION

(Exact name of registrant as specified in its charter)

333-07953

(Commission File Number)

Minnesota

41-1508703

(State or other jurisdiction

of Incorporation)

(I.R.S. Employer

Identification No.)

5680A W. Cypress Street

Tampa, FL 33607

(Address of principal executive offices)

(813) 877-6300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

~~ITEM~~Item 12.0104 ~~ENTRY~~Triggering ~~INTO~~Events ~~MATERIAL~~That ~~DEFINITIVE~~Accelerate ~~AGREEMENT~~or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

~~Modification~~The Company has been named as a principal party to proceedings brought in the name of Bay West Tampa Investors, LLC in Hillsborough County, Florida, Circuit Court. The Company recently received service of the complaint on January 17, 2008 and ~~Waiver~~is ~~Agreement~~reviewing ~~dated~~its ~~June~~contents. 4The complaint seeks approximately $72,906 ~~2007~~on breach of contract theories relating to the Company's corporate office real estate lease. The Company is in discussions to resolve the matter with the Plaintiff and also is in the process of retaining counsel to prepare a responsive pleading.

OnSIGNATURE ~~June 4, 2007, Dynamic Leisure Corporation entered into a Modification and Waiver Agreement with Alpha Capital Aktiengesellschaft, JM Investors, LLC, and Libra Finance, S.A. (the “Investors”).~~

~~Under~~Pursuant ~~the Modification and Waiver Agreement all accrued interest and penalties as of June 4, 2007 of $268,134 was added~~ to the ~~principal~~ ~~amount~~requirements of the ~~Notes~~Securities ofExchange ~~$155,158~~Act ~~and interest will accrue on the new principal amount at the rate~~ of ~~5% per annum beginning June 4~~1934, ~~2007. Interest is payable on any conversion date or on~~ the ~~maturity~~registrant ~~dates~~has ofduly ~~the~~caused ~~Notes,~~this ~~which~~report ~~have been extended~~ to December 4, 2007. All principal and accrued interest is convertible at any time into shares of the Company’s common stock at a fixed conversion price of $0.75, subject to adjustment. As long as the Notes are outstanding, if the Company issues any Common Stock, other than for certain enumerated exceptions, as set forth in the Modification and Waiver Agreement, prior to the complete conversion of the Notes for a consideration less than $0.485 per share, the conversion price shall be ~~reduced~~signed toon ~~such~~its ~~other~~behalf ~~lower issue~~by ~~price. In addition,~~ the ~~purchase~~undersigned ~~price~~hereunto ofduly the warrants is subject to adjustment if the Company issues any Common Stock other than for certain enumerated exceptions set forth in the Modification and Waiver Agreement, for a consideration less than $0authorized.~~485~~ ~~per share.~~

In connection with the Modification and Waiver Agreement, the Investors agreed to convert an aggregate of $150,000 due and payable under the Notes into 200,000 shares of the Company’s Common Stock effective as of June 4, 2007.

	DYNAMIC LEISURE CORPORATION


Date: January 22, 2008	By: /s/ Daniel G. Brandano
	Daniel G. Brandano
	President

The foregoing description of the Modification and Waiver Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K ~~and~~2 ~~is incorporated herein by reference.~~ -

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

ExhibitNumber	Description
10.1	Modification and Waiver Agreement dated June 4, 2007

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DYNAMIC LEISURE CORPORATION
Date: June 8, 2007	By: /s/ Daniel G. Brandano
	Daniel G. Brandano
	President and Chief Executive Officer

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