Attached files
| file | filename |
|---|---|
| EX-31.1 - DYNAMIC VENTURES CORP. | v184107_ex31-1.htm |
| EX-32.2 - DYNAMIC VENTURES CORP. | v184107_ex32-2.htm |
| EX-31.2 - DYNAMIC VENTURES CORP. | v184107_ex31-2.htm |
| EX-99.1 - DYNAMIC VENTURES CORP. | v184107_ex99-1.htm |
| EX-32.1 - DYNAMIC VENTURES CORP. | v184107_ex32-1.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 March 31,
2010
o TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from _____ to
_____
Commission file number:
333-163913
Dynamic Ventures
Corp.
(Exact name of registrant as
specified in its charter)
|
(State of
incorporation)
|
(I.R.S. Employer Identification
No.)
|
|
|
Deleware
|
46-0521574
|
c/o Asher Atiah
4 Hachedvah Street
Netanya, Israel
42725
Phone number:
972-52-8886555
Fax number:
972-2-6411183
(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
|
o
|
Accelerated
filer
|
o
|
|
Non-accelerated
filer
|
o
|
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 May 11, 2010,
5,500,000 shares of common stock, par value $0.0001 per share, were
issued and outstanding.
TABLE OF CONTENTS
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Page
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PART I
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|
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Item 1. Financial
Statements
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F-1
|
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Item 2. Management’s Discussion
and Analysis or Plan of Operation
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3
|
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Item 3 Quantitative and
Qualitative Disclosures About Market Risk
|
5
|
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Item 4 Controls and
Procedures
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6
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PART II
|
|
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Item 1. Legal
Proceedings
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6
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Item IA. Risk
Factors
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6
|
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Item 2. Unregistered Sales of
Equity Securities and Use of Proceeds
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6
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Item 3. Defaults Upon Senior
Securities
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6
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Item 4. Submission of Matters to a
Vote of Security Holders
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7
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Item 5. Other
Information
|
7
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Item 6.
Exhibits
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7
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2
PART I
FINANCIAL
INFORMATION
Item 1. Financial
Statements.
INDEX
TO FINANCIAL STATEMENTS
MARCH
31, 2010
|
Financial
Statements-
|
|
|
Balance
Sheet as of March 31, 2010
|
F-3
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|
Statements
of Operations for the Three Months Ended
|
|
|
March
31, 2010 and 2009 and Cumulative from Inception
|
F-4
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|
Statement
of Changes in Stockholders’ Equity for the Period from
Inception
|
|
|
Through
March 31, 2010
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F-5
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|
Statements
of Cash Flows for the Three Months Ended March 31, 2010 and
2009
|
|
|
and
Cumulative from Inception
|
F-6
|
|
Notes
to Financial Statements
|
F-7
|
F-1
DYNAMIC
VENTURES CORP.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
AS
OF MARCH 31, 2010
|
ASSETS
|
||||||||
|
As
of
|
As
of
|
|||||||
|
March
31,
|
December
31,
|
|||||||
|
2010
|
2009
|
|||||||
|
(Unaudited)
|
(Audited)
|
|||||||
|
Current
Assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 282 | $ | 282 | ||||
|
Deferred
offering costs
|
20,000 | 20,000 | ||||||
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Total
current assets
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20,282 | 20,282 | ||||||
|
Total
Assets
|
$ | 20,282 | $ | 20,282 | ||||
|
LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 15,000 | $ | 24,419 | ||||
|
Loans
from related parties - Directors and stockholders
|
46,178 | 29,000 | ||||||
|
Total
current liabilities
|
61,178 | 53,419 | ||||||
|
Total
liabilities
|
61,178 | 53,419 | ||||||
|
Commitments
and Contingencies
|
||||||||
|
Stockholders'
(Deficit):
|
||||||||
|
Common
stock, par value $.0001 per share, 200,000,000 shares
|
||||||||
|
authorized;
3,000,000 shares issued and outstanding
|
300 | 300 | ||||||
|
(Deficit)
accumulated during the development stage
|
(41,196 | ) | (33,437 | ) | ||||
|
Total
stockholders' (deficit)
|
(40,896 | ) | (33,137 | ) | ||||
|
Total
Liabilities and Stockholders' (Deficit)
|
$ | 20,282 | $ | 20,282 | ||||
The
accompanying notes to financial statements
are an
integral part of this balance sheet.
F-2
DYNAMIC
VENTURES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
FOR
THE THREE MONTHS ENDED MARCH 31, 2010 AND,
2009
AND CUMULATIVE FROM INCEPTION (DECEMBER 22, 2008)
THROUGH
MARCH 31, 2010
(Unaudited)
|
Three
Months Ended
|
Cumulative
|
|||||||||||
|
March
31,
|
From
|
|||||||||||
|
2010
|
2009
|
Inception
|
||||||||||
|
Revenues
|
$ | - | $ | - | $ | - | ||||||
|
Expenses:
|
||||||||||||
|
General
and administrative-
|
||||||||||||
|
Professional
fees
|
5,810 | 2,000 | 8,920 | |||||||||
|
Patent
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- | - | 27,000 | |||||||||
|
Filing
fees
|
1,949 | - | 2,878 | |||||||||
|
Legal
- incorporation
|
- | - | 2,380 | |||||||||
|
Other
|
- | - | 18 | |||||||||
|
Total
general and administrative expenses
|
7,759 | 2,000 | 41,196 | |||||||||
|
(Loss)
from Operations
|
(7,759 | ) | (2,000 | ) | (41,196 | ) | ||||||
|
Other
Income (Expense)
|
- | - | - | |||||||||
|
Provision
for income taxes
|
- | - | - | |||||||||
|
Net
(Loss)
|
$ | (7,759 | ) | $ | (2,000 | ) | $ | (41,196 | ) | |||
|
(Loss)
Per Common Share:
|
||||||||||||
|
(Loss)
per common share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
|
Weighted
Average Number of Common Shares
|
||||||||||||
|
Outstanding
- Basic and Diluted
|
3,000,000 | 2,300,000 | ||||||||||
The
accompanying notes to financial statements are
an
integral part of these statements.
F-3
DYNAMIC
VENTURES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
FOR
THE PERIOD FROM INCEPTION (DECEMBER 22, 2008)
THROUGH
MARCH 31, 2010
(Unaudited)
|
(Deficit)
|
||||||||||||||||
|
Accumulated
|
||||||||||||||||
|
During
the
|
||||||||||||||||
|
Common
stock
|
Development
|
|||||||||||||||
|
Shares
|
Amount
|
Stage
|
Totals
|
|||||||||||||
|
Balance
- at inception
|
- | $ | - | $ | - | $ | - | |||||||||
|
Common
stock issued for cash
|
3,000,000 | 300 | - | 300 | ||||||||||||
|
Net
(loss) for the period
|
- | - | (33,437 | ) | (33,437 | ) | ||||||||||
|
Balance
- December 31, 2009
|
3,000,000 | $ | 300 | $ | (33,437 | ) | $ | (33,137 | ) | |||||||
|
Net
(loss) for the period
|
- | - | (7,759 | ) | (7,759 | ) | ||||||||||
|
Balance
- March 31, 2010
|
3,000,000 | $ | 300 | $ | (41,196 | ) | $ | (40,896 | ) | |||||||
The
accompanying notes to financial statements are
an
integral part of this statement.
F-4
DYNAMIC
VENTURES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
FOR
THE THREE MONTH ENDED MARCH 31, 2010 AND 2009
AND
CUMULATIVE FROM INCEPTION (DECEMBER 22, 2008)
THROUGH
MARCH 31, 2010
(Unaudited)
|
Three
Months Ended
|
Cumulative
|
|||||||||||
|
March
31,
|
From
|
|||||||||||
|
2010
|
2009
|
Inception
|
||||||||||
|
Operating
Activities:
|
||||||||||||
|
Net
(loss)
|
$ | (7,759 | ) | $ | (2,000 | ) | $ | (41,196 | ) | |||
|
Adjustments
to reconcile net (loss) to net cash
|
||||||||||||
|
(used
in) operating activities:
|
||||||||||||
|
Changes
in net assets and liabilities-
|
||||||||||||
|
Deferred
offering costs
|
- | - | (20,000 | ) | ||||||||
|
Accounts
payable and accrued liabilities
|
(9,419 | ) | - | 15,000 | ||||||||
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Net
Cash Used in Operating Activities
|
(17,178 | ) | (2,000 | ) | (46,196 | ) | ||||||
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Investing
Activities:
|
- | - | ||||||||||
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Net
Cash Used in Investing Activities
|
- | - | ||||||||||
|
Financing
Activities:
|
||||||||||||
|
Proceeds
from stock issued
|
- | - | 300 | |||||||||
|
Loans
from related parties - directors and stockholders
|
17,178 | 2,000 | 46,178 | |||||||||
|
Net
Cash Provided by Financing Activities
|
17,178 | 2,000 | 46,478 | |||||||||
|
Net
(Decrease) Increase in Cash
|
- | - | 282 | |||||||||
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Cash
- Beginning of Period
|
282 | - | - | |||||||||
|
Cash
- End of Period
|
$ | 282 | $ | - | $ | 282 | ||||||
|
Supplemental
Disclosure of Cash Flow Information:
|
||||||||||||
|
Cash
paid during the period for:
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||||||
|
Income
taxes
|
$ | - | $ | - | $ | - | ||||||
The
accompanying notes to financial statements are
an
integral part of these statements.
F-5
DYNAMIC
VENTURES CORP.
NOTES
TO FINANCIAL STATEMENTS
(1) Summary of Significant Accounting
Policies
Basis
of Presentation and Organization
Dynamic
Ventures Corp. (“Dynamic Ventures” 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 December 22, 2008. The
business plan of the Company is to develop a commercial application of the
design in a patent of a “Toothbrush with longitudinal to lateral motion
conversion”. 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 Dynamic Ventures were prepared from the accounts of the
Company under the accrual basis of accounting.
Unaudited
Interim Financial Statements
The
interim financial statements of the Company as of March 31, 2010, 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 March 31, 2010, and the
results of its operations and its cash flows for the periods ended March 31,
2010, and cumulative from inception. These results are not necessarily
indicative of the results expected for the calendar year ending December 31,
2010. 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, 2009, 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.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. There were no dilutive financial instruments issued or outstanding for
the period ended March 31, 2010.
Income
Taxes
Income
taxes are accounted for under the asset and liability method. 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.
F-6
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 March 31, 2010, 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.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
Impairment
of Long-Lived Assets
The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the
period ended March 31, 2010, 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 March 31, 2010, and expenses for the period ended March 31,
2010, and cumulative from inception. Actual results could differ from those
estimates made by management.
Fiscal
Year End
The
Company has adopted a fiscal year end of December 31.
Recent Accounting
Pronouncements
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”), codified
in FASB ASC 820-10-65, which provides additional guidance for estimating fair
value in accordance with ASC 820-10 when the volume and level of activity for an
asset or liability have significantly decreased. ASC 820-10-65 also includes
guidance on identifying circumstances that indicate a transaction is not
orderly. The adoption of ASC 820-10-65 did not have an impact on the Company's
results of operations or financial condition.
F-7
In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165") codified in
FASB ASC 855-10-05, which provides guidance to establish general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. FASB
ASC 855-10-05 also requires entities to disclose the date through which
subsequent events were evaluated as well as the rationale for why that date was
selected. FASB ASC 855-10-05 is effective for interim and annual periods ending
after June 15, 2009. FASB ASC 855-10-05 requires that public entities evaluate
subsequent events through the date that the financial statements are
issued.
In June
2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets - an amendment of FASB Statement No. 140" ("SFAS 166"), codified as FASB
ASC 860, which requires entities to provide more information regarding sales of
securitized financial assets and similar transactions, particularly if the
entity has continuing exposure to the risks related to transferred financial
assets. FASB ASC 860 eliminates the concept of a "qualifying special-purpose
entity," changes the requirements for derecognizing financial assets and
requires additional disclosures. FASB ASC 860 is effective for fiscal years
beginning after November 15, 2009. The adoption of FASB ASC 860 did not have an
impact on the Company's financial condition, results of operations or cash
flows.
In June
2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)" ("SFAS 167"), codified as FASB ASC 810-10, which modifies how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. FASB ASC
810-10 clarifies that the determination of whether a company is required to
consolidate an entity is based on, among other things, an entity's purpose and
design and a company's ability to direct the activities of the entity that most
significantly impact the entity's economic performance. FASB ASC 810-10 requires
an ongoing reassessment of whether a company is the primary beneficiary of a
variable interest entity. FASB ASC 810-10 also requires additional disclosures
about a company's involvement in variable interest entities and any significant
changes in risk exposure due to that involvement. FASB ASC 810-10 is effective
for fiscal years beginning after November 15, 2009. The adoption of FASB ASC
810-10 did not have an impact on the Company's financial condition, results of
operations or cash flows.
In June
2009, the FASB issued FASB ASC 105, Generally Accepted Accounting Principles,
which establishes the FASB Accounting Standards Codification as the sole source
of authoritative generally accepted accounting principles. Pursuant to the
provisions of FASB ASC 105, we have updated references to GAAP in our financial
statements. The adoption of FASB ASC 105 did not impact the Company's financial
position or results of operations.
(2) Development Stage Activities and
Going Concern
The
Company is currently in the development stage, and has no operations. The
business plan of the Company is to develop a commercial application of the
design in a patent of a “Toothbrush with longitudinal to lateral motion
conversion”. 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 20, 2009, the Company entered into a Patent Transfer and Sale
Agreement whereby the Company acquired all of the right, title and interest in
the patent known as the “Toothbrush with longitudinal to lateral motion
conversion” for consideration of $27,000. The United States Patent number is
6,918,154.
F-8
The
Company has commenced a capital formation activity by filing a Registration
Statement on Form S-1 to the SEC to register and sell in a self-directed
offering 2,500,000 shares of newly issued common stock at an offering price of
$0.03 per share for proceeds of up to $75,000. As of March 31, 2010, the Company
accrued $20,000 of deferred offering costs related to this capital formation
activity. The
Registration Statement was declared effective on March 29, 2010.
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 March 31, 2010, the
cash resources of the Company were insufficient to meet its current business
plan, and the Company had negative working capital. These and other factors
raise substantial doubt about the Company’s ability to continue as a going
concern. The accompanying financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.
(3) Patent
On
September 20, 2009, the Company entered into a Patent Transfer and Sale
Agreement whereby the Company acquired all of the right, title and interest in
the patent known as the “Toothbrush with longitudinal to lateral motion
conversion” for consideration of $27,000. The United States Patent number is
6,918,154. 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 cost of obtaining the
patent was expensed. The patent was issued on July 19, 2005 and assigned to the
Company on December 1, 2009.
(4) Loans from Related Parties -
Directors and Stockholders
As of
March 31, 2010, loans from related parties amounted to $46,178 and represented
working capital advances from Directors who are also stockholders of the
Company. The loans are unsecured, non-interest bearing, and due on
demand.
(5) Common Stock
On
January 22, 2009, the Company issued 3,000,000 shares of its common stock to two
individuals who are Directors and officers for proceeds of $300.
The
Company has commenced a capital formation activity by filing a Registration
Statement on Form S-1 to the SEC to register and sell in a self-directed
offering 2,500,000 shares of newly issued common stock at an offering price of
$0.03 per share for proceeds of up to $75,000. As of March 31, 2010, the Company
accrued $20,000 of deferred offering costs related to this capital formation
activity. The Registration Statement was declared effective on March 29,
2010.
(6) Income Taxes
The
provision (benefit) for income taxes for the period ended March 31, 2010 and
2009, was as follows (assuming a 23% effective tax rate):
F-9
|
2010
|
2009
|
|||||||
|
Current
Tax Provision:
|
||||||||
|
Federal-
|
||||||||
|
Taxable
income
|
$ | - | $ | - | ||||
|
Total
current tax provision
|
$ | - | $ | - | ||||
|
Deferred
Tax Provision:
|
||||||||
|
Federal-
|
||||||||
|
Loss
carryforwards
|
$ | (1,785 | ) | $ | (460 | ) | ||
|
Change
in valuation allowance
|
1,785 | 460 | ||||||
|
Total
deferred tax provision
|
$ | - | $ | - | ||||
The
Company had deferred income tax assets as of March 31, 2010 and December 31,
2009, as follows:
|
2010
|
2009
|
|||||||
|
Loss
carryforwards
|
$ | (9,475 | ) | $ | (7,691 | ) | ||
|
Less
- Valuation allowance
|
9,475 | 7,691 | ||||||
|
Total
net deferred tax assets
|
$ | - | $ | - | ||||
The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended March 31, 2010, because it is not presently known whether
future taxable income will be sufficient to utilize the loss
carryforwards.
As of
March 31, 2010, the Company had approximately $41,196 in tax loss carryforwards
that can be utilized in future periods to reduce taxable income, and expire by
the year 2029.
(7) Related Party
Transactions
As
described in Note 4, as of March 31, 2010, the Company owed $46,178 to
Directors, officers, and principal stockholders of the Company for working
capital loans.
As
described in Note 5, on January 22, 2009, the Company issued 3,000,000 shares of
its common stock to Directors and officers for proceeds of
$300.
(8) Commitments
In
January 2009, the Company entered into an Agreement with Nevada Agency and Trust
Company (“NATCO”) for transfer agent services. Under the Agreement, the Company
agreed to pay to NATCO an annual fee amounting to $1,800 in addition to standard
service fees for transfer agent services received. The Agreement will continue
until terminated by either of the parties to the agreement.
(9) Concentration of Credit
Risk
The
Company’s cash and cash equivalents are invested in a major bank
in Israel and are not insured. Management believes that the financial
institution that holds the Company’s investments are financially sound and
accordingly, minimal credit risk exists with respect to these
investments.
(10) Subsequent Events
Subsequent
to the balance sheet date the Company completed the offering of 2,500,000 shares
of newly issued common stock at an offering price of $0.03 per share for
proceeds of $75,000.
F-10
Item 2. Management’s Discussion and
Analysis or Plan of Operations.
As used in this Form 10-Q, references to
the “Dynamic Ventures Corp ,” Company,” “we,” “our” or “us” refer to Dynamic
Ventrues Corp .
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 . 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
December 22, 2008 and are a development stage company. On September 20, 2009, we
entered into an exclusive worldwide patent sale agreement (the "Patent Transfer
and Sale Agreement ") with Appelfeld Zer Fisher (AZF) law firm, in relation to a
patented technology (Patent Number: 6,918,154) for a specialized toothbrush with
longitudinal and lateral motion conversions. The Dynamic Ventures technology has
the potential to be adopted as a standard in all homes, making a decisive
contribution towards improving dental health and hygiene. The patent and
technology were transferred to Dynamic Ventures Corp. in exchange for a
commitment to pay AZF, US $27,000 (Twenty-seven thousand United States Dollars),
according to the condition specified in the Patent Transfer and Sale Agreement
related to the Patent Number: 6,918,154.
The Dynamic Ventures Corp. invention,
based on a patented technology, is for a toothbrush with longitudinal and
lateral motion conversions. . It is known that best results are achieved by
brushing teeth with an upwards and downwards action, thereby helping to remove
food material stuck in the cracks between adjacent teeth. In practice, however,
only a small proportion of users actually take the trouble to perform such a
brushing action. Instead, most users revert to the much easier, but less
effective, side-to-side brushing action. More specifically, the invention
provides a non-powered toothbrush and a corresponding method for brushing teeth
in which rotatable brush assemblies are moved along a row of teeth and generate
a component of brushing motion perpendicular to the direction of motion. Once
the working prototype has been developed, we will then work to develop and
manufacture the Product or license the manufacturing and related marketing and
selling rights to a third party.
Our Business
We were incorporated in Delaware on
December 22, 2008 .
A Patent Transfer and Sale Agreement was
signed between with Appelfeld Zer Fisher (AZF) law firm, in relation to a
patented technology on September 20, 2009, granting Dynamic Ventures Corp.
exclusive rights, title and interest in and to the Patent Application (Patent
Number: 6,918,154) and all Intellectual Property rights, free and clear of any
lien, charge, claim, preemptive rights, etc. for a non-powered toothbrush with
longitudinal to lateral motion conversion.
3
The invention, based on a patented
technology, is a specialized toothbrush. A wide variety of toothbrush structures
have been proposed or exist in the market that attempt to produce a secondary
up-down motion even when the user only actively moves the toothbrush in a
side-to-side primary direction of motion. Many of these employ rotatable
bristle-carrying elements deployed so as to rotate about an axis perpendicular
to the primary direction of motion. The problem is that these other inventions
are typically dependent on the angle of the toothbrush as the user is using the
toothbrush. In our invention, each rotatable brush assembly includes a wheel,
with radically projecting bristles. The non-powered toothbrush is expected to
deliver a method for brushing teeth in which rotatable brush assemblies are
moved along a row of teeth and generate a component of brushing motion
perpendicular to the direction of motion. Because of the unique design, it is
expected that the common side-to-side brushing action performed by most users
will inherently generate a significant secondary (and beneficial) up-down
brushing effect. Since some human interaction will be required in the operation
of the specialized toothbrushes, Dynamic Ventures cannot entirely remove the
risk of human error.
The design and development of a
commercial product will be carried out by specialist subcontractors offering
expertise in several relevant disciplines, including plastics and metal, device
design, operation and control, automation and mechanics, as
required.
Employees
Other than our current Directors and
officers, we have no other full time or part-time employees however
the Company has 2 outside consultants .
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 have engaged a third party Design and
Consulting Company called , Mobius Ltd , for the initial design
of a fully operational prototype.
Design and product development is
divided into three individual stages:
a) Technical Concept/Definition (three
months)
b) Engineering Specification (four
months)
c) Engineering & Preparation for
Production (four months)
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.
General Working
Capital
We have raised as of today
$75,000 ( subsequent to March 31 2010 ) in gross
proceeds pursuant to the effective Registration Statement on Form
S-1, filed with the Securities and Exchange Commission
.
4
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.
Liquidity and Capital
Resources
Our balance sheet as of March 31 2010
reflects cash in the amount of $282. 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 three months ended March 31
2010 amounted to $7,759.
We expect to incur a minimum of
$100,000 in expenses during the next twelve months of
operations. Accordingly, we will have to raise the funds to pay for
these expenses. We might do so through a private offering . We potentially will
have to issue debt or equity or enter into a strategic arrangement with a third
party.
Going Concern
Consideration
Our auditors have issued an opinion on
our annual 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.
5
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.
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.
6
Item 4. Submission of Matters to a Vote
of Security Holders.
There was no matter submitted to a vote
of security holders during the three months ended March 31
2010.
Item 5. Other
Information.
The Company issued 2,500,000 free
trading shares to a total of 40 investors subsequent to March 31 2010 pursuant
to an effective S1 registration statement and raised gross proceeds
of $75,000 .
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)
|
| 99.1 | Agreement between Mobius Ltd. and Dynamic Ventures Corp |
7
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: May 11,
2010
|
Dynamic Ventures
Corp.
|
|
|
By:
|
/s/ Asher
Atiah
|
|
|
Name: Asher
Atiah
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 May 11,
2010
|
By:
|
/s/ Asher
Atiah
|
|
Name: Asher
Atiah
Title: President and
Director
(Principal Executive
Officer)
|
||
|
Date: May 11,
2010
|
By:
|
/s/ Joseph
Silver
|
|
Name: Joseph
Silver
Title: Secretary and
Director
(Principal Internal
Accounting Officer)
|
||
8