Attached files
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EX-31.2 - GLOBAL DYNAMICS CORP | v163824_ex31-2.htm |
EX-32.2 - GLOBAL DYNAMICS CORP | v163824_ex32-2.htm |
EX-32.1 - GLOBAL DYNAMICS CORP | v163824_ex32-1.htm |
EX-31.1 - GLOBAL DYNAMICS CORP | v163824_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
quarter ended September 30, 2009
¨ TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from _____ to _____
Commission
File Number: 333-156154
GLOBAL
DYNAMICS, CORP.
(Exact
name of small business issuer as specified in its charter)
Delaware
|
98-0593668
|
(State
of incorporation)
|
(IRS
Employer ID Number)
|
c/o
Margalit Yosef
43
Hakablan Street
Jerusalem, Israel
93874
(Address
of principal executive offices)
972-(2)6515089
(Issuer's
telephone number)
(Former
name, former address and former fiscal year, if changed since last
report)
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during 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. Yes x No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
x
|
(Do not
check if a smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
As of
October 27, 2009, 500,000,000 shares of common stock, par value $0.0001 per
share, were outstanding.
TABLE
OF CONTENTS
Page
|
|
PART
I
|
|
Item
1. Financial Statements
|
F-1
|
Item
2. Management’s Discussion and Analysis or Plan of
Operation
|
3
|
Item
3 Quantitative and Qualitative Disclosures About Market
Risk
|
6
|
Item
4 Controls and Procedures
|
6
|
PART
II
|
|
Item
1. Legal Proceedings
|
7
|
Item
IA. Risk Factors
|
7
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
7
|
Item
3. Defaults Upon Senior Securities
|
7
|
Item
4. Submission of Matters to a Vote of Security Holders
|
7
|
Item
5. Other Information
|
7
|
Item
6. Exhibits
|
8
|
2
GLOBAL
DYNAMICS CORP.
(A
DEVELOPMENT STAGE COMPANY)
INDEX
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
Financial
Statements-
|
|
Balance
Sheet as of September 30, 2009 and December 31, 2008
|
F-2
|
Statements
of Operations for the Three Months and Nine Months Ended
|
|
September
30, 2009 and 2008, and Cumulative from Inception
|
F-3
|
Statement
of Changes in Stockholders’ (Deficit) for the Period from
Inception
|
|
Through
September 30, 2009
|
F-4
|
Statements
of Cash Flows for the Nine Months Ended September 30, 2009 and
2008,
|
|
and
Cumulative from Inception
|
F-5
|
Notes
to Financial Statements September 30, 2009
|
F-6
|
F-1
GLOBAL
DYNAMICS CORP.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
AS
OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008
As of
|
As of
|
|||||||
September 30,
|
December 31,
|
|||||||
2009
|
2008
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
|
$ | 21,344 | $ | 282 | ||||
Total
current assets
|
21,344 | 282 | ||||||
Other
Assets:
|
||||||||
Patent,
net of $1,845 amortization
|
24,155 | 26,000 | ||||||
Deferred
offering costs
|
- | 20,000 | ||||||
Total
other assets
|
24,155 | 46,000 | ||||||
Total
Assets
|
$ | 45,499 | $ | 46,282 | ||||
LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 15,500 | $ | 29,611 | ||||
Loans
from related parties - directors and stockholders
|
10,000 | 28,000 | ||||||
Total
current liabilities
|
25,500 | 57,611 | ||||||
Total
liabilities
|
25,500 | 57,611 | ||||||
Commitments
and Contingencies
|
||||||||
Stockholders'
Equity (Deficit):
|
||||||||
Common
stock, par value $.0001 per share, 1,000,000,000 shares authorized;
500,000,000 and 300,000,000 shares issued and outstanding,
respectively
|
50,000 | 30,000 | ||||||
Additional
paid-in capital
|
10,300 | (29,700 | ) | |||||
(Deficit)
accumulated during the development stage
|
(40,301 | ) | (11,629 | ) | ||||
Total
stockholders' equity (deficit)
|
19,999 | (11,329 | ) | |||||
Total
Liabilities and Stockholders' Equity (Deficit)
|
$ | 45,499 | $ | 46,282 |
The
accompanying notes to financial statements
are an
integral part of this balance sheet.
F-2
GLOBAL
DYNAMICS CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
FOR
THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND
2008,
AND CUMULATIVE FROM INCEPTION (SEPTEMBER 2, 2008)
THROUGH
SEPTEMBER 30, 2009
(Unaudited)
Three Months Ended
|
Nine Months Ended
|
Cumulative
|
||||||||||||||||||
June 30,
|
June 30,
|
From
|
||||||||||||||||||
2009
|
2008
|
2009
|
2008
|
Inception
|
||||||||||||||||
Revenues
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Expenses:
|
||||||||||||||||||||
General
and administrative-
|
||||||||||||||||||||
Amortization
|
615 | - | 1,845 | - | 1,845 | |||||||||||||||
Professional
fees
|
6,000 | - | 27,670 | - | 37,781 | |||||||||||||||
Legal
- incorporation
|
- | 1,500 | - | 1,500 | 1,500 | |||||||||||||||
Other
|
204 | - | 445 | - | 463 | |||||||||||||||
Total
general and administrative expenses
|
6,819 | 1,500 | 29,960 | 1,500 | 41,589 | |||||||||||||||
(Loss)
from Operations
|
(6,819 | ) | (1,500 | ) | (29,960 | ) | (1,500 | ) | (41,589 | ) | ||||||||||
Other
Income (Expense)
|
(159 | ) | - | 1,288 | - | 1,288 | ||||||||||||||
Provision
for Income Taxes
|
- | - | - | - | - | |||||||||||||||
Net
(Loss)
|
$ | (6,978 | ) | $ | (1,500 | ) | $ | (28,672 | ) | $ | (1,500 | ) | $ | (40,301 | ) | |||||
(Loss)
Per Common Share:
|
||||||||||||||||||||
(Loss)
per common share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
Weighted
Average Number of Common Shares Outstanding - Basic and
Diluted
|
500,000,000 | 289,655,200 | 409,890,110 | 289,655,200 |
The
accompanying notes to financial statements are
an
integral part of these statements.
F-3
GLOBAL
DYNAMICS CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CHANGES IN STOCKHOLDERS' (DEFICIT)
FOR
THE PERIOD FROM INCEPTION (SEPTEMBER 2, 2008)
THROUGH
SEPTEMBER 30, 2009
(Unaudited)
(Deficit)
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During the
|
|||||||||||||||||||
Common stock
|
Paid-in
|
Development
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Totals
|
||||||||||||||||
Balance
- September 2, 2008
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
stock issued for cash
|
300,000,000 | 30,000 | (29,700 | ) | - | 300 | ||||||||||||||
Net
(loss) for the period
|
- | - | - | (11,629 | ) | (11,629 | ) | |||||||||||||
Balance
- December 31, 2008
|
300,000,000 | $ | 30,000 | $ | (29,700 | ) | $ | (11,629 | ) | $ | (11,329 | ) | ||||||||
Common
stock issued for cash
|
200,000,000 | 20,000 | 40,000 | - | 60,000 | |||||||||||||||
Net
(loss) for the period
|
- | - | - | (28,672 | ) | (28,672 | ) | |||||||||||||
Balance
- June 30, 2009
|
500,000,000 | $ | 50,000 | $ | 10,300 | $ | (40,301 | ) | $ | 19,999 |
The
accompanying notes to financial statements are
an
integral part of this statement.
F-4
GLOBAL
DYNAMICS CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008,
AND
CUMULATIVE FROM INCEPTION (SEPTEMBER 2, 2008)
THROUGH
SEPTEMBER 30, 2009
(Unaudited)
Nine
Months
|
Nine
Months
|
|||||||||||
Ended
|
Ended
|
Cumulative
|
||||||||||
June
30,
|
June
30,
|
From
|
||||||||||
2009
|
2008
|
Inception
|
||||||||||
Operating
Activities:
|
||||||||||||
Net
(loss)
|
$ | (28,672 | ) | $ | (1,500 | ) | $ | (40,301 | ) | |||
Adjustments
to reconcile net (loss) to net cash
|
||||||||||||
(used
in) operating activities:
|
||||||||||||
Amortization
|
1,845 | - | 1,845 | |||||||||
Changes
in net liabilities-
|
||||||||||||
Accounts
payable and accrued liabilities
|
(14,111 | ) | 1,500 | 15,500 | ||||||||
Net
Cash Used in Operating Activities
|
(40,938 | ) | - | (22,956 | ) | |||||||
Investing
Activities:
|
||||||||||||
Acquisition
and costs of patent
|
- | - | (26,000 | ) | ||||||||
Net
Cash Used in Investing Activities
|
- | - | (26,000 | ) | ||||||||
Financing
Activities:
|
||||||||||||
Proceeds
from common stock issued
|
60,000 | - | 60,300 | |||||||||
Deferred
offering costs
|
20,000 | - | - | |||||||||
Loans
from related parties - directors and stockholders
|
(18,000 | ) | - | 10,000 | ||||||||
Net
Cash Provided by Financing Activities
|
62,000 | - | 70,300 | |||||||||
Net
(Decrease) Increase in Cash
|
21,062 | - | 21,344 | |||||||||
Cash
- Beginning of Period
|
282 | - | - | |||||||||
Cash
- End of Period
|
$ | 21,344 | $ | - | $ | 21,344 | ||||||
Supplemental
disclosure of cash flow information:
|
||||||||||||
Cash
paid during the period for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income
taxes
|
$ | - | $ | - | $ | - | ||||||
Accrual
incurred for deferred offering costs
|
$ | - | $ | 20,000 | $ | - | ||||||
Common
stock was issued in exchange for subscriptions receivable
|
$ | - | $ | 300 | $ | - | ||||||
Patent
was acquired and payable incurred
|
$ | - | $ | 26,000 | $ | - |
The
accompanying notes to financial statements are
an
integral part of these statements.
F-5
GLOBAL
DYNAMICS CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
(1) Summary of Significant Accounting
Policies
Basis
of Presentation and Organization
Global
Dynamics Corp. (“Global Dynamics” or the “Company”) is a Delaware corporation in
the development stage and has not commenced operations. The Company was
incorporated under the laws of the State of Delaware on September 2, 2008. The
business plan of the Company is to develop a commercial application of the
design in a patent, “Right angle wrench socket wrench adaptor”. The Company also
intends to enhance the existing prototype, and manufacture and market the
product and/or seek third party entities interested in licensing the rights to
manufacture and market the device. The accompanying financial statements of
Global Dynamics were prepared from the accounts of the Company under the accrual
basis of accounting.
The
Company commenced a capital formation activity to submit a Registration
Statement on Form S-1 to the Securities and Exchange Commissions (“SEC”) to
register and sell in a self-directed offering 200,000,000 (post forward stock
split) shares of newly issued common stock at an offering price of $0.04 for
proceeds of up to $80,000. The Registration Statement on Form S-1 was filed with
the SEC on December 16, 2008 and declared effective on January 13, 2009. As of
September 30, 2009, the Company has issued 2,000,000 shares of common
stock pursuant to the Registration Statement on Form S-1 and received proceeds
of $80,000. The Company incurred $20,000 of offering costs related to this
capital formation activity.
Unaudited
Interim Financial Statements
The
interim financial statements of the Company as of September 30, 2009, and for
the periods then ended, and cumulative from inception, are unaudited. However,
in the opinion of management, the interim financial statements include all
adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the Company’s financial position as of September 30, 2009, and
the results of its operations and its cash flows for the periods ended September
30, 2009, and cumulative from inception. These results are not necessarily
indicative of the results expected for the calendar year ending December 31,
2009. The accompanying financial statements and notes thereto do not reflect all
disclosures required under accounting principles generally accepted in the
United States. Refer to the Company’s audited financial statements as of
December 31, 2008, filed with the SEC, for additional information, including
significant accounting policies.
Cash and Cash
Equivalents
For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
Revenue
Recognition
The
Company is in the development stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.
F-6
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed
similarly to basic loss per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive. There were no dilutive financial instruments issued or
outstanding for the period ended September 30, 2009.
Income
Taxes
The
Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income Taxes
(“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are determined
based on temporary differences between the bases of certain assets and
liabilities for income tax and financial reporting purposes. The deferred tax
assets and liabilities are classified according to the financial statement
classification of the assets and liabilities generating the
differences.
The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the federal tax
laws.
Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of September 30, 2009, the carrying value of accrued liabilities,
and loans from directors and stockholders approximated fair value due to the
short-term nature and maturity of these instruments.
Patent
and Intellectual Property
The
Company capitalizes the costs associated with obtaining a patent or other
intellectual property associated with its intended business plan. Such costs are
amortized over the estimated useful lives of the related assets.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
F-7
Impairment
of Long-Lived Assets
The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the
period ended September 30, 2009, no events or circumstances occurred for which
an evaluation of the recoverability of long-lived assets was
required.
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration of
equity securities with the SEC, whether by contractual arrangement as of a
certain date or by demand, to be unrelated to original issuance transactions. As
such, subsequent registration costs and expenses are expensed as
incurred.
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of September 30, 2009, and expenses for the period ended
September 30, 2009, and cumulative from inception. Actual results could differ
from those estimates made by management.
Subsequent
events
The
Company evaluated events occurring between the balance sheet date and
October
28 the date the financial statements were issued.
Recent Accounting
Pronouncements
In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company does not expect that the adoption of this standard will have a material
impact on the Company's financial statements.
In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and addresses (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The Company does not expect
that the adoption of this standard will have a material impact on the Company's
financial statements.
F-8
In June
2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in SFAS 168. All other accounting literature not
included in the Codification is non-authoritative. The Company does not expect
that the adoption of this standard will have a material impact on the Company's
financial statements.
On May
28, 2009, the Financial Accounting Standards Board issued Subsequent Events
("SFAS No. 165"). SFAS No. 165 provides guidance on management's assessment of
subsequent events and requires additional disclosure about the timing of
management's assessment of subsequent events. SFAS No. 165 does not
significantly change the accounting requirements for the reporting of subsequent
events. SFAS No. 165 is effective for interim or annual financial periods ending
after June 15, 2009.
In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS
157-4”). FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are not
orderly. Additionally, entities are required to disclose in interim and
annual periods the inputs and valuation techniques used to measure fair
value. This FSP is effective for interim and annual periods ending
after June 15, 2009.
(2) Development Stage Activities and
Going Concern
The
Company is currently in the development stage and has no operations. The
business plan of the Company is to develop a commercial application of the
design in a patent, “Right angle wrench socket wrench adaptor”. The Company also
intends to enhance the existing prototype and manufacture and market the product
and/or seek third party entities interested in licensing the rights to
manufacture and market the device.
On
September 23, 2008, the Company entered into a Patent Transfer and Sale
Agreement whereby the Company acquired all of the rights, title and interest in
the patent known as the “Right angle wrench socket wrench adaptor” for
consideration of $26,000. The United States Patent Application 6,382,057 was
granted on May 7, 2002.
The
Company commenced a capital formation activity to submit a Registration
Statement on Form S-1 to the Securities and Exchange Commission (“SEC”) to
register and sell in a self-directed offering 200,000,000 (post forward stock
split) shares of newly issued common stock at an offering price of $0.04 for
proceeds of up to $80,000. The Registration Statement on Form S-1 was filed with
the SEC on December 16, 2008 and declared effective on January 13, 2009. As of
September 30, 2009, the Company has issued 200,000,000 (post forward stock
split) shares of common stock pursuant to the Registration Statement
on Form S-1 and received proceeds of $80,000. The Company incurred $20,000 of
offering costs related to this capital formation activity.
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has not
established any source of revenue to cover its operating costs, and as such, has
incurred an operating loss since inception. Further, as of September 30, 2009,
the cash resources of the Company were insufficient to meet its current business
plan. These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. The accompanying financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the Company to
continue as a going concern.
F-9
(3) Patent
On
September 23, 2008, the Company entered into a Patent Transfer and Sale
Agreement whereby the Company acquired all of the rights, title and interest in
the patent known as the “Right angle wrench socket wrench adaptor” for
consideration of $26,000. The United States Patent Application 6,382,057 was
granted on May 7, 2002. Under the terms of the Patent Transfer and Sale
Agreement, the Company was assigned rights to the patent free of any liens,
claims, royalties, licenses, security interests or other encumbrances. The
historical cost of obtaining the patent ($26,000) has been capitalized by the
Company. The historical cost of the Patent will be amortized over its remaining
useful life, which is estimated to be 10 years and 7 months.
(4) Loans from Related Parties -
Directors and Stockholders
As of
September 30, 2009, loans from directors and stockholders amounted to $37,500,
and represented working capital advances from officers who are also stockholders
of the Company. The loans are unsecured, non-interest bearing, and due on
demand.
(5) Common Stock
On September 3, 2008, the Company
issued 300,000,000 (post forward stock split) shares of its common stock to two
individuals who are Directors and officers for proceeds of
$300.
The
Company commenced a capital formation activity to submit a Registration
Statement on Form S-1 to the Securities and Exchange Commission (“SEC”) to
register and sell in a self-directed offering 200,000,000 (post forward stock
split) shares of newly issued common stock at an offering price of $0.04 for
proceeds of up to $80,000. The Registration Statement on Form S-1 was filed with
the SEC on December 16, 2008 and declared effective on January 13, 2009. As of
September 30, 2009, the Company has issued 200,000,000 (post forward stock
split) shares of common stock pursuant to the Registration Statement on Form S-1
and received proceeds of $80,000. The Company incurred $20,000 of offering costs
related to this capital formation activity.
On
September 9, 2009, the Company implemented a 100 for 1 forward stock split
on its issued and outstanding shares of common stock to the holders of record as
of September 9, 2009. As a result of the split, each holder of record on the
record date automatically received ninety nine additional shares of the
Company’s common stock. After the split, the number of shares of common stock
issued and outstanding were 500,000,000 shares. The accompanying financial
statements and related notes thereto have been adjusted accordingly to reflect
this forward stock split.
(6) Income Taxes
The
provision (benefit) for income taxes for the period ended September 30, 2009,
was as follows (assuming a 23% effective tax rate):
Current
Tax Provision:
|
||||
Federal-
|
||||
Taxable
income
|
$ | - | ||
Total
current tax provision
|
$ | - | ||
Deferred
Tax Provision:
|
||||
Federal-
|
||||
Loss
carryforwards
|
$ | 6,595 | ||
Change
in valuation allowance
|
(6,595 | ) | ||
Total
deferred tax provision
|
$ | - |
F-10
The
Company had deferred income tax assets as of September 30, 2009, as
follows:
Loss
carryforwards
|
$ | 9,269 | ||
Less
- Valuation allowance
|
(9,269 | ) | ||
Total
net deferred tax assets
|
$ | - |
The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended September 30, 2009, because it is not presently known
whether future taxable income will be sufficient to utilize the loss
carryforwards.
As of
September 30, 2009, the Company had approximately $40,301 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and which will expire by the year 2029.
(7) Related Party
Transactions
As
described in Note 4, on September 3, 2008, the Company issued 300,000,000 (post
forward stock split) shares of its common stock to two individuals who are
directors and officers for proceeds of $300.
As
described in Note 4, as of September 30, 2009, the Company owed $10,000 to
directors, officers, and principal stockholders of the Company for working
capital loans.
(8) Commitments
On
November 10, 2008, the Company entered into a Transfer Agent and Registrar
Agreement with Nevada Agency and Trust Company (“NATCO”). NATCO will
act as the Company’s transfer agent and registrar. Under the
Agreement, the Company agreed to pay to NATCO initial fees amounting to $1,800
plus transaction fees.
(9) Concentration of Credit
Risk
The
Company’s cash and cash equivalents are invested in a major bank
in Israel and are not insured. Management believes that the financial
institution that holds the Company’s investments is financially sound.
Accordingly, minimal credit risk exists with respect to these
investments.
F-11
Item
2. Management’s Discussion and Analysis or Plan of Operations.
As used
in this Form 10-Q, references to the “Global Dynamics,” Company,” “we,” “our” or
“us” refer to Global Dynamics, Corp. Unless the context otherwise
indicates.
Forward-Looking
Statements
The
following discussion should be read in conjunction with our financial
statements, which are included elsewhere in this Form 10-Q (the “Report”). This
Report contains forward-looking statements which relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and
other factors that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.
For a
description of such risks and uncertainties refer to our Registration Statement
on Form S-1, filed with the Securities and Exchange Commission on December 16,
2008. While these forward-looking statements, and any assumptions upon which
they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. Except as required by applicable
law, including the securities laws of the United States, we do not intend to
update any of the forward-looking statements to conform these statements to
actual results.
Corporate
Background
We were
incorporated in Delaware on September 2, 2008 and are a development stage
company. Our principal offices are located at 43 Hakablan Street, Jerusalem ,
Israel. Our telephone number is 972 (2) 6515089. Our registered office in
Delaware is located at 113 Barksdale Professional Center, Newark, DE 19711, and
our registered agent is Delaware Intercorp. Our fiscal year end is December
31.
Our
Business
On
September 23, 2008, we entered into an exclusive worldwide patent sale agreement
(the "Patent Transfer and Sale Agreement ") with Appelfeld Zer Fisher, in
relation to a patented technology (Patent Number: 6,382,057) for a right-angle
wrench socket wrench adaptor. The technology presents the design and development
of an adapter for adapting a right-angle wrench, such as an Allen wrench, to a
socket wrench or ratchet handle in exchange for a commitment to pay Appelfeld
Zer Fisher US $26,000, according to the condition specified in the Patent
Transfer and Sale Agreement related to the Patent Number:
6,382,057.
The
present invention generally relates to tool adapters, and in particular to
adapters for adapting right angle wrenches for use with socket sets, such as the
standard rectangular drive end of a ratchet handle. There are a multitude of
applications where devices are tightened or loosened using hexagonal socket
keys, or right angle wrenches, sometimes referred to as Allen wrenches. The
Allen wrench is typically an extended piece of metal with an hexagonal cross
section along its entire length. The wrench typically has the shape of an `L`
and both ends of the piece may be used for tightening or loosening bolts or
other items which have hexagonal recesses in their heads corresponding to the
cross-sectional size of the specific Allen wrench.
3
When
using the Allen wrench for tightening a bolt where only a moderate amount of
torque is necessary, a person can simply tighten the bolt while holding the
Allen wrench in one hand. To get the maximum torque while tightening a bolt, the
user typically holds on to the longer `L` section of the Allen wrench and uses
the end of the shorter `L` section to engage the bolt head. When the bolt is
located in crowded or narrow space, it can be necessary to hold on to the
shorter portion of the Allen wrench while tightening the bolt, which typically
results in tightening the bolt with less torque. In many mechanical
applications, bolts must be tightened with a higher amount of torque than can be
exerted by hand tightening without the use of additional tools. Accordingly,
removing bolts tightened with tools requires tools to loosen as
well.
The
present invention is an adapter that accepts a standard right-angle wrench, such
as an Allen wrench, that can be used with a socket wrench or ratchet handle. One
aspect of the invention, an adapter for adapting right-angle wrenches to socket
wrenches, comprises an upper adapter housing, a lower adapter housing which
receives the upper adapter housing, and an insert portion insert able in the
lower adapter housing. The upper adapter housing has a rectangular recessed
socket opening at a top end adapted for receiving the drive portion of a socket
wrench and a lower externally threaded portion toward a bottom end.
The
present invention is an adapter for accepting a standard right-angle wrench,
such as an Allen wrench, which can be used with a socket wrench or ratchet
handle. Therefore, the present invention successfully addresses the shortcomings
of the presently known configurations by providing an adapter that changes the
right-angle wrench to a wrench with the torque produced by a socket wrench. This
durable, easy to assemble, and easy to disassemble after use adapter solves the
problems in a way that other adapter do not.
The
Company intends to develop a fully operational valid working prototype, which
can then be used to develop and manufacture the actual product.
The
Company is also seeking other business opportunities in various aspects to bring
further added value to its shareholders .
Employees
Other
than our current Directors and officers, Margalit Yosef and Jacob Schub, we have
no other full time or part-time employees. If and when we develop the prototype
for our adapters, and are able to begin manufacturing and marketing, we may need
additional employees for such operations. We do not foresee any significant
changes in the number of employees or consultants we will have over the next
twelve months.
Transfer
Agent
We have
engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency and
Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone
number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer
agent is responsible for all record-keeping and administrative functions in
connection with our issued and outstanding common stock.
Plan
of Operation
We are a
development stage company that has licensed the technology and received a patent
for an adapter for a right-angle wrench. The system
includes:
4
(a) an
upper adapter housing having a rectangular recessed socket opening at the top
end and a lower externally threaded portion toward a bottom end, the lower
externally threaded portion defining a transverse channel with an angular taper
for accommodating handle portions of the right-angle wrenches;
(b) a
lower adapter housing having an axial hole there through and an upper internally
threaded portion toward a top end, which upper internally threaded portion
receives the lower externally threaded portion; and
(c) an
insert portion, insertable into the lower adapter housing, for snugly
accommodating a lower shaft portion of the right-angle wrench in the axial hole
of the lower adapter housing.
Although
we have not yet engaged a manufacturer to develop a fully operational prototype
of the adapters, based on our preliminary discussions with certain manufacturing
vendors, we believe that it will take approximately three to four months to
construct a basic valid prototype of our product. If and when we have a viable
prototype, depending on the availability of funds, we estimate that we would
need approximately an additional four to six months to bring this product to
market. Our objective is to manufacture the product ourselves through third
party sub-contractors and market the product as an off-the-shelf device, and/or
to license the manufacturing rights to product and related technology to third
party manufacturers who would then assume responsibility for marketing and
sales.
The
Company is also seeking other business opportunities in various aspects to bring
further added value to its shareholders .
General
Working Capital
We may be
wrong in our estimates of funds required in order to proceed with developing a
prototype and executing our general business plan described herein. Should we
need additional funds, we would attempt to raise these funds through additional
private placements or by borrowing money. We do not have any arrangements with
potential investors or lenders to provide such funds and there is no assurance
that such additional financing will be available when required in order to
proceed with the business plan or that our ability to respond to competition or
changes in the market place or to exploit opportunities will not be limited by
lack of available capital financing. If we are unsuccessful in securing the
additional capital needed to continue operations within the time required, we
may not be in a position to continue operations.
We are
not aware of any material trend, event or capital commitment, which would
potentially adversely affect liquidity. In the event such a trend develops, we
believe that we will have sufficient funds available to satisfy working capital
needs through lines of credit and the funds expected from equity
sales.
In the
second quarter of 2009 we completed the equity raising of the gross proceeds of
$80,000 pursuant to the offering in the S1 registration statement and
issued 2,000,000 shares accordingly .
Liquidity
and Capital Resources
Our
balance sheet as of September 30, 2009 reflects cash in the amount of $21,344.
Cash and cash equivalents from inception to date have been sufficient to provide
the operating capital necessary to operate to date. The operating expenses and
net loss for the nine months ended September 30 2009 amounted to $ 28,672
.
5
We will
have to raise additional funds to pay for the forthcoming year
operating expenses. We potentially will have to issue debt or equity or enter
into a strategic arrangement with a third party. There can be no assurance that
additional capital will be available to us. We currently have no agreements,
arrangements or understandings with any person to obtain funds through bank
loans, lines of credit or any other sources
Going
Concern Consideration
Our
auditors have issued an opinion on our financial statements which includes a
statement describing our going concern status. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills and meet our
other financial obligations. This is because we have not generated any revenues
and no revenues are anticipated until we begin marketing the product.
Accordingly, we must raise capital from sources other than the actual sale of
the product. We must raise capital to implement our project and stay in
business..
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative
Disclosures About Market Risk.
A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.
Item
4. Controls and Procedures.
Disclosure
Controls and Procedures
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission. Our principal executive officer and principal financial
and accounting officers have reviewed the effectiveness of our “disclosure
controls and procedures” (as defined in the Securities Exchange Act of 1934
Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this
Quarterly Report on Form 10-Q and have concluded that the disclosure controls
and procedures are effective to ensure that material information relating to the
Company is recorded, processed, summarized, and reported in a timely manner.
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the last day they
were evaluated by our principal executive officer and principal financial and
accounting officers.
6
Changes
in Internal Controls over Financial Reporting
There
have been no changes in the Company's internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART
II
OTHER
INFORMATION
Item
1. Legal Proceedings.
There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.
Item
1A. Risk Factors
A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered
Sales of Equity Securities
None.
Purchases
of equity securities by the issuer and affiliated purchasers
None.
Use
of Proceeds
None
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
During
the three months ended September 30 2009 the majority of the shareholders voted
to increase the authorized common shares of the Company to
1,000,000,000 and the Company initiated a forward split of 1 to 100 on its
outstanding common shares .
Item
5. Other Information.
None
7
Item
6. Exhibits
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act (filed
herewith)
|
|
31.2
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act (filed
herewith)
|
|
32.1
|
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley (filed herewith)
|
|
32.2
|
|
Certification
of Principal Financial and Accounting Officer pursuant to Section 906 of
the Sarbanes-Oxley (filed
herewith)
|
8
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: October
27, 2009
|
GLOBAL
DYNAMICS, CORP
|
||
By:
|
/s/ Margalit Yosef
|
||
Name:
Margalit Yosef
|
|||
Title:
President and Director
|
|||
(Principal
Executive Officer)
|
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Date: October
27, 2009
|
By:
|
/s/ Margalit Yosef
|
|
Name:
Margalit Yosef
|
|||
Title:
President and Director (Principal Executive
Officer)
|
|||
Date: October
27, 2009
|
By:
|
/s/ Jacob Schub
|
|
Name: Jacob
Schub
|
|||
Title: Secretary
and Director
|
|||
(Principal
Financial and Accounting Officer)
|
9