Attached files
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2011
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from _____________________
Commission File No. 333-136981
Gold Dynamics Corp.
---------------------------------------------
(Name of small business issuer in its charter)
Nevada
N/A
(State of Incorporation)
(I.R.S. Employer Identification No.)
2248 Meridian Blvd.
Ste H
Minden, NV 89423
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(Address of principal executive offices)
949-419-6588
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(Registrant's telephone number, including area code)
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(Former name, address and 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 _
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 the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer __
Accelerated filer __
Non-accelerated filer __
Small Reporting Company _x_
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes _ No X
The number of shares outstanding of the Registrant's common stock,
par value $.001 per share, at April 30, 2011 was 138,450,000 shares.
1
Part I - FINANCIAL INFORMATION
Gold Dynamics Corp.
(A Development Stage Company)
Balance Sheets
April 30, July 31,
2011 2010
(Unaudited) (Audited)
Assets
Current Assets - Cash and Cash $- $2,063
Equivalents
Website Development Costs - -
TOTAL ASSETS $- $2,063
Liabilities
Current Liabilities
Accounts Payable and $14,480 $11,630
Accrued Liabilities
Shareholder Loan $15,937 $16,000
TOTAL CURRENT LIABILITIES $30,417 $27,630
Stockholders' Equity
Preferred Stock. $0.001 par value. 103,250 103,250
50,000,000 authorized, none issued and
outstanding.
Common Stock. Authorized:500,000,000
common shares at $0.001 par value,
138,450,000 issued and outstanding
as at April 30, 2011 and 53,250,000
as at July 31, 2010
Additional Paid-in Capital $(24,995) $(25,601)
Deficit accumulated during the $(108,672) $(103,216)
developmental stage
TOTAL STOCKHOLDERS' DEFICIT $(30,417) $(25,567)
TOTAL LIABILITIES AND STOCKHOLDERS' $- $2,063
DEFICIT
The accompanying notes are an integral part of these financial
statements.
Gold Dynamics Corp.
(A Developmental Stage Company)
Statement of Cash Flows
For the Nine For the Nine From August
Months Ended Months Ended 17,2006
April 30, April 30, (Inception)
2011 2010 to April 30,
2011
Cash Flow from Operating Activities
Net Loss for the Period $(5,456) $(46,311) $(108,672)
Imputed Interest $606 $606 $2,255
Changes in Accounts payable $2,850 $(1,250) $14,480
and accrued liabilities
Net Cash Flow Used in Operating $(2,000) $(46,955) $(91,937)
Activities
Financing Activities
Additional Paid in Capital - - $(25,399)
Proceeds from Shareholder Loan $(63) - $15,937
Proceeds from Bank Overdraft - - -
Proceeds from sale of common
stock - $50,000 $101,399
Net Cash Flow Provided by Financing
Activities $(63) $50,000 $91,937
Cash Increase (decrease) during
the Period $(2,063) $3,045 -
Cash, Beginning of Period $2,063 $14 -
Cash, End of Period - $3,059 -
The accompanying notes are an integral part of these financial
statements.
Gold Dynamics Corp.
(A Development Stage Company)
Statements of Operations
Three Three Nine Nine From
Months Months Months Months August 23,
Ended Ended Ended Ended 2006
April 30, April April April (Inception)
2011 30, 2010 30, 2011 30, 2010
to April
30, 2011
General
and
Administrative
Expenses
Consultaion
Fees - $15,000 - $15,000 $15,000
Filing Fees - $222 - $622 $7,038
Management - - - - $1,355
Fees
Bank $202 $243 $606 $1,289 $3,425
Charges
and
Interest
$3,250 - $4,850 $29,400 $74,654
Professional
Fees
Rent - - - - $7,200
Net (loss) $(3,452) $(15,465) $(5,456) $(46,311) $(108,672)
for the
period
Net (loss) 0.00 0.00 0.00 0.00 0.00
per share
- Basic
and Diluted
Weighted 138,450,000 53,250,000 138,450,000 53,250,000
Average
Shares
Outstanding
- Basic
and Diluted
The accompanying notes are an integral part of these financial
statements.
Gold Dynamics Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the Nine Months Ended April 30, 2011
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Gold
Dynamics formerly known as Vita Spirits Corp., formerly known
as Revo Ventures Inc, have been prepared in accordance with
accounting principles generally accepted in the United States
of America and the rules of the Securities and Exchange
Commission, and should be read in conjunction with Gold Dynamics
Corp. audited 2010 annual financial statements and notes thereto
filed with the SEC on form 10-K. In the opinion of management,
all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and
the result of operations for the interim periods presented have
been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be
expected for the full year. Notes to the financial statements,
which would substantially duplicate the disclosure required in
Gold Dynamics 2010 annual financial statements have been omitted.
The Company's primary operations began in April 2006. The Company
intends to change its primary operations from an e-commerce focus
to a producer of vitamin infused alcoholic beverages. As part of
the change in operations, the Company has undergone a name change
from Revo Ventures Inc. to Vita Spirits Corp.to Gold Dynamics
Corp. to better reflect the Company's new focus.
Use of Estimates
The preparation of the 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 and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
In June 2009 the FASB established the Accounting Standards
Codification ("Codification'" or "ASC") as the source of
authoritative accounting principles recognized by the FASB to
be applied by nongovernmental entities in the preparation of
financial statements in accordance with generally accepted
accounting principles in the United States ("GAAP"). Rules and
interpretive releases of the Securities and Exchange Commission
issued under authority of federal securities laws are also
sources of GAAP for SEC registrants. Existing GAAP was not
intended to be changed as a result of the Codification, and
accordingly the change did not impact our financial statements.
The ASC does change the way the guidance is organized and
presented.
Statement of Financial Accounting Standards ("SFAS'") SFAS No.
165 (ASC Topic 855), "Subsequent Events", SFAS No. 166 (ASC
Topic 810), "Accounting for Transfers of Financial Assets-an
Amendment of FASB Statement No. 140", SFAS No. 167 (ASC Topic
810), "Amendments to FASB Interpretation No. 46(R)", and SFAS
No. 168 (ASC Topic 105), "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles-a replacement of FASB Statement No. 162" were recently
issued. SFAS No. 165, 166, 167, and 168 have no current
applicability to the Company or their effect on the financial
statements would not have been significant.
Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic
820), which amends Fair Value Measurements and Disclosures -
Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable
Revenue arrangements, ASU No. 2009-14 (ASC Topic 985), Certain
Revenue Arrangements that include Software Elements, and various
other ASU's No. 2009-2 through ASU No. 2009-15 which contain
technical corrections to existing guidance or affect guidance
to specialized industries or entities were recently issued.
These updates have no current applicability to the Company or
their effect on the financial statements would not have been
significant.
The Company does not expect that adoption of these or other
recently issued accounting pronouncements will have a material
impact on its financial position, results of operations or cash
flows.
Recently Issued Accounting Standards
In August 2009, the FASB issued an amendment to the accounting
standards related to the measurement of liabilities that are
recognized or disclosed at fair value on a recurring basis.
This standard clarifies how a company should measure the fair
value of liabilities and that restrictions preventing the
transfer of a liability should not be considered as a factor
in the measurement of liabilities within the scope of this
standard. This standard was effective for the Company on October
1, 2009. The Company does not expect the impact of its adoption
to be material to its financial statements.
In October 2009, the FASB issued an amendment to the accounting
standards related to the accounting for revenue in arrangements
with multiple deliverables including how the arrangement
consideration is allocated among delivered and undelivered
items of the arrangement. Among the amendments, this standard
eliminated the use of the residual method for allocating
arrangement considerations and requires an entity to allocate
the overall consideration to each deliverable based on an
estimated selling price of each individual deliverable in the
arrangement in the absence of having vendor-specific objective
evidence or other third party evidence of fair value of the
undelivered items. This standard also provides further guidance
on how to determine a separate unit of accounting in a
multiple-deliverable revenue arrangement and expands the
disclosure requirements about the judgments made in applying
the estimated selling price method and how those judgments
affect the timing or amount of revenue recognition. This
standard, for which the Company is currently assessing the
impact, will become effective for the Company on January 1,
2011.
In October 2009, the FASB issued an amendment to the accounting
standards related to certain revenue arrangements that include
software elements. This standard clarifies the existing
accounting guidance such that tangible products that contain
both software and non-software components that function
together to deliver the product's essential functionality,
shall be excluded from the scope of the software revenue
recognition accounting standards. Accordingly, sales of these
products may fall within the scope of other revenue recognition
standards or may now be within the scope of this standard and
may require an allocation of the arrangement consideration for
each element of the arrangement. This standard, for which the
Company is currently assessing the impact, will become effective
for the Company on January 1, 2011.
2. GOING CONCERN
Gold Dynamic's financial statements have been prepared on a
going concern basis, which contemplates the realization of assets
and settlement of liabilities and commitments in the normal
course of business for the foreseeable future. Since inception,
the Company has accumulated losses aggregating to $ 108,672 and
has insufficient working capital to meet operating needs for the
next twelve months as of April 30, 2011, all of which raise
substantial doubt about Vita's ability to continue as a going
concern.
3. COMMON STOCK TRANSACTIONS
On July 14, 2006, the Company sold 5,000,000 common shares at
$0.001 per share to the sole director of the Company for total
proceeds of $5,000.
On May 6, 2007, the Company sold 2,100,000 common shares
pursuant to a registration statement at $0.01 per share for
total proceeds of $21,000.
On April 22, 2008, the Company approved a forward split a 15
for 2 forward stock split to our stockholders of record as of
April 23, 2008. The Company increased the authorized shares
from 50,000,000 to 75,000,000. The Company did not change the
par value of the shares. All references to share value in these
financial statements have been restated to reflect this split.
Subsequent to the forward split, the Company had 53,250,000
common shares issued and outstanding.
On November 12, 2009, the Company sold 4,000.000 common shares
at $ 0.0125 per share to an investor for the total proceeds of
$50,000.
On December 15, 2009, we authorized the Forward Stock Split of
our issued and outstanding Common Stock on a 2.6 for one (2.6:1)
basis. As a result of the Forward Stock Split, the Company shall
increase its issued and outstanding shares of the Common Stock
to 138,450,000.
4. RELATED PARTY TRANSACTIONS
An officer has loaned the Company $15,937, without a fixed term
of repayment. Imputed interest in the amount of $ 2,255 has
been included in additional paid in capital.
5. SUBSEQUENT EVENTS
There have been no subsequent events since April 30, 2011
through the date of this filing.
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations
This 10-Q contains forward-looking statements. Our actual results
could differ materially from those set forth as a result of general
economic conditions and changes in the assumptions used in making
such forward-looking statements. The following discussion and
analysis of our financial condition and results of operations should
be read together with the audited consolidated financial statements
and accompanying notes and the other financial information appearing
elsewhere in this report. The analysis set forth below is provided
pursuant to applicable Securities and Exchange Commission
regulations and is not intended to serve as a basis for projections
of future events. Refer also to "Cautionary Note Regarding Forward
Looking Statements" and "Risk Factors" below.
The following discussion and analysis provides information which
management of Gold Dynamics Corp. (the "Company") believes to be
relevant to an assessment and understanding of the Company's results
of operations and financial condition. This discussion should be
read together with the Company's financial statements and the notes
to financial statements, which are included in this report.
Caution about Forward-Looking Statements
This management's discussion and analysis or plan of operation
should be read in conjunction with the financial statements and
notes thereto of the Company for the quarter ended April 30, 2011.
Because of the nature of a relatively new and growing company the
reported results will not necessarily reflect the future.
This section includes a number of forward-looking statements that
reflect our current views with respect to future events and
financial performance. Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate,
intend, project and similar expressions, or words which, by their
nature, refer to future events. You should not place undue certainty
on these forward-looking statements, which apply only as of the date
of this prospectus. These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to
differ materially from historical results or our predictions.
Overview
Gold Dynamics Corp.'s primary operations began in April 2006. The
Company intends to change its focus of primary operations from a
producer of vitamin infused alcoholic beverages to exploration of
mining opportunities . As part of the change in operations, the
Company has undergone a name change from Vita Spirits Corp. to Gold
Dynamics Corp. to better reflect the Company's new focus.
We anticipate that in orderfor us to begin exploration into the mining
industry, we will needto raise additional capital. We currently do
not have any specific plans to raise these funds.
Results of Operations
Nine Months Ended April 30, 2011 Compared to April 30, 2010
The Company experienced general and administration expenses of
$15,000 for the nine month period ended April 30, 2011. General and
administrationexpenses for this period are attributed to an increase
in professional fees.
For the nine month period ended April 30, 2011 the company
experienced a net loss of $5,456 compared to a loss of $46,311 for
the nine months ended April 30, 2010.
Liquidity and Capital Resources
During the nine month period ended April 30, 2011, the Company had
no working capital needs. As of April 30, 2011, the Company has cash
on hand in the amount of $0. Management does not expect that the
current level of cash on hand will be sufficient to fund our
operations for the next twelve month period. In the event that
additional funds are required to maintain operations, our officers
and directors have agreed to advance us sufficient capital to allow
us to continue operations. We may also be able to obtain loans from
our shareholders, but there are no agreements or understandings in
place currently.
We believe we will require additional funding to expand our business
and ensure its future profitability. We anticipate that any
additional funding will be in the form of equity financing from the
sale of our common stock. However, we do not have any arrangements
in place for any future equity financing. In the event we are not
successful in selling our common stock, we may also seek to obtain
short-term loans from our director.
Item 3. Quantitative Disclosures About Market Risks
Not applicable
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the
participation of our management, including our principal executive
officer and principal financial officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) of the Exchange Act (defined below)). Based upon that
evaluation, our principal executive officer and principal financial
officer concluded that, as of the end of the period covered in this
report, our disclosure controls and procedures were not effective to
ensure that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") is recorded, processed, summarized and reported within the
required time periods and is accumulated and communicated to our
management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions
regarding required disclosure.
Our management, including our principal executive officer and
principal financial officer, does not expect that our disclosure
controls and procedures or our internal controls will prevent all
error or fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met. Further, the design of
a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative
to their costs. Due to the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been
detected. Accordingly, management believes that the financial
statements included in this report fairly present in all material
respects our financial condition, results of operations and cash
flows for the periods presented.
Changes in Internal Control over Financial Reporting
In addition, our management with the participation of our Principal
Executive Officer and Principal Financial Officer have determined
that no change in our internal control over financial reporting
occurred during or subsequent to the quarter ended January 31, 2009
that has materially affected, or is (as that term is defined in
Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of
1934) reasonably likely to materially affect, our internal control
over financial reporting.
PART II: OTHER INFORMATION
Items 1. Legal Proceedings
We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any
material proceeding or pending litigation. There are no proceedings
in which any of our directors, officers or affiliates, or any
registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our interest.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
None
Item 5 Other Information
None
Item 6: Exhibits
(a) The following exhibit is filed as part of this report:
31.1 Certification of Principal Executive Officer and
Principal Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Executive Officer and
Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
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 thereunto duly authorized June__, 2011.
June 16, 2011
/s/ Tie Ming Li__________________
Mr. Tie Ming Li, President
