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EX-21 - SUBSIDIARIES - Dynamic Gold Corp.exhibit21.htm
EX-31.B - SOX SECTION 302 CFO CERTIFICATION - Dynamic Gold Corp.exhibit31-b.htm
EX-32.A - SOX SECTION 906 CEO AND CFO CERTIFICATION - Dynamic Gold Corp.exhibit32-a.htm
EXCEL - IDEA: XBRL DOCUMENT - Dynamic Gold Corp.Financial_Report.xls
EX-31.A - SOX SECTION 302 CEO CERTIFICATION - Dynamic Gold Corp.exhibit31-a.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number 000-52417

DYNAMIC GOLD CORP.
(Exact name of registrant as specified in its charter)

NEVADA ________
(State or other jurisdiction of organization) (I.R.S. employer identification no.)

506-675 West Hastings Street, Vancouver, British Columbia, V6B 1N2 Canada
(Address of principal executive offices) (Zip code)

604-488-0860
(Registrant’s telephone number, including area code)

None
(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [   ] (Do not check if a small reporting company) Small reporting company [ X ]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ X ] No [   ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class Outstanding as of May 11, 2012
Common stock, $.001 par value 9,515,000

 





DYNAMIC GOLD CORP.
FORM 10-Q
TABLE OF CONTENTS

PART 1. FINANCIAL INFORMATION 3

ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS

3

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

17

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

21

ITEM 4 – CONTROLS AND PROCEDURES

21

(a) Evaluation of Disclosure Controls and Procedures

21

(b) Internal control over financial reporting

21
PART II OTHER INFORMATION 22

ITEM 1 – LEGAL PROCEEDINGS

23

ITEM 1A. RISK FACTORS

23

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

23

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

23

ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

23

ITEM 5 – OTHER INFORMATION

23

ITEM 6 – EXHIBITS

24

SIGNATURE

24

2




PART 1. FINANCIAL INFORMATION
ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Dynamic Gold Corp.
(An Exploration Stage Company)
Interim Consolidated Balance Sheets
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)

 

      As at  
  As at 31   30 June
  March   2011  
  2012   (Audited)  
  $   $  
Assets        
Current        
Cash and cash equivalents   3,712     3,084  
Liabilities        
Current        
Accounts payable and accrued liabilities (Note 4) 16,589   15,834  
Due to related party (Note 5)   227,492     196,940  
    244,081     212,774  
Stockholders’ deficiency        
Capital stock (Note 6)        
Authorized        

75,000,000 common shares, $0.001 par value

       
Issued and outstanding        

31 March 2012 – 9,515,000 common shares

       

30 June 2011 – 9,515,000 common shares

9,515   9,515  
Additional paid-in capital 338,685   290,985  
Deficit, accumulated during the exploration stage   (588,569 )   (510,190 )
    (240,369 )   (209,690 )
    3,712     3,084  

 

Nature and Continuance of Operations (Note 1), Commitment and Contingency (Note 9) and Subsequent Events (Note 12)

On behalf of the Board:

/ s / Tim Coupland Director / s / Rob Hall Director

 

The accompanying notes are an integral part of these interim consolidated financial statements.

3



Dynamic Gold Corp.
(An Exploration Stage Company)
Interim Consolidated Statements of Operations and Deficit
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)

 

  For the   For the   For the   For the   For the  
  period from   three   three   nine   nine  
  the date of   month   month   month   month  
  inception on   period   period   period   period  
  21 January   ended 31   ended 31   ended 31   ended 31  
  2004 to 31 March   March   March   March  
  March 2012   2012   2011   2012   2011  
  $   $   $   $   $  
Expenses                    
Advertising and promotion 3,523   -   -   -   -  
Bank charges and interest (Note 5) 62,829   4,533   4,047   12,497   11,530  
Filing and financing fees 46,484   8,742   1,903   14,607   6,537  
Legal and accounting 119,136   1,422   1,242   2,806   3,420  
Management fees (Notes 7 and 10) 297,000   15,000   15,000   45,000   45,000  
Mineral property exploration costs 12,816   -   -   -   -  
Office and miscellaneous 2,474   496   -   769   -  
Rent (Notes 7 and 10) 20,700   900   900   2,700   2,700  
Write-down of mineral property acquisition costs (Note 3) 35,607   -   -   -   -  
Recovery of expenses (Notes 4 and 9)    (12,000 )    -      -     -     -  
Net loss for the period (588,569 ) (31,093 ) (23,092 ) (78,379 ) (69,187 )
Deficit, accumulated during the exploration stage, beginning of period    -      (557,476 )   (473,991 )   (510,190 )   (427,896 )
Deficit, accumulated during the exploration stage, end of period   (588,569 )   (588,569 )   (497,083 )   (588,569 )   (497,083 )
Basic and diluted loss per common share     (0.00 )   (0.00 )   (0.01 )   (0.01 )
Weighted average number of common shares outstanding     9,515,000     9,515,000     9,515,000     9,515,000  

 

The accompanying notes are an integral part of these interim consolidated financial statements.

4



Dynamic Gold Corp.
(An Exploration Stage Company)
Interim Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)

 

  For the   For the   For the   For the   For the  
  period from   three   three   nine   nine  
  the date of   month   month   month   month  
  inception on   period   period   period   period  
  21 January   ended 31   ended 31   ended 31   ended 31  
  2004 to 31 March   March   March   March  
  March 2012   2012   2011   2012   2011  
  $   $   $   $   $  
Cash flows used in operating activities                    
Net loss for the period (588,569 ) (31,093 ) (23,092 ) (78,379 ) (69,187 )

Adjustments to reconcile loss to net cash used by operating activities

                   

Contributions to capital by related party – expenses (Notes 7 and 10)

317,700   15,900   15,900   47,700   47,700  

Accrued interest (Note 5)

57,492   4,233   3,690   12,052   10,804  

Write-down of mineral property acquisition costs (Note 3)

35,607   -   -   -   -  

Recovery of expenses (Notes 4 and 9)

(12,000 ) -   -   -   -  
Changes in operating assets and liabilities                    

Increase (decrease) in accounts payable and accrued liabilities (Note 4)

  28,589     4,521     878     755     (729 )
    (161,181 )   (6,439 )   (2,624 )   (17,872 )   (11,412 )
Cash flows used in investing activities                    
Mineral property acquisition costs (Note 3)   (35,607 )   -     -     -     -  
Cash flows from financing activities                    
Issuance of common shares for cash 30,500   -   -   -   -  
Increase in due to related party (Note 5)   170,000     10,000     5,000     18,500     11,500  
    200,500     10,000     5,000     18,500     11,500  
Increase in cash and cash equivalents 3,712   3,561   2,376   628   88  
Cash and cash equivalents, beginning of period   -     151     745     3,084     3,033  
Cash and cash equivalents, end of period   3,712     3,712     3,121     3,712     3,121  
Supplemental Disclosures with Respect to Cash Flows (Note 10)              

 

The accompanying notes are an integral part of these interim consolidated financial statements.

5



Dynamic Gold Corp.
(An Exploration Stage Company)
Interim Consolidated Statements of Changes in Stockholders’ Deficiency
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)

 

          Deficit,      
          accumulated      
  Number of     Additional during the   Total  
  shares Capital paid-in exploration   stockholders’  
  issued stock   capital stage   deficiency  
    $   $ $   $  
Balance at 21 January 2004 (inception) - -   - -   -  

Common shares issued for cash ($0.001 per share)

7,500,000 7,500   - -   7,500  

Common shares issued for cash ($0.01 per share)

2,000,000 2,000   18,000 -   20,000  

Common shares issued for cash ($0.20 per share)

15,000 15   2,985 -   3,000  

Net loss for the period

  -     -     -     (10,267 )   (10,267 )
Balance at 30 June 2004 9,515,000 9,515   20,985 (10,267 ) 20,233  

Net loss for the year

  -     -     -     (26,040 )   (26,040 )
Balance at 30 June 2005 9,515,000 9,515   20,985 (36,307 ) (5,807 )

Net loss for the year

  -     -     -     (22,156 )   (22,156 )
Balance at 30 June 2006 9,515,000 9,515   20,985 (58,463 ) (27,963 )

Contributions to capital by related party – expenses (Notes 7 and 10)

- -   15,600 -   15,600  

Net loss for the year

  -     -     -     (33,845 )   (33,845 )
Balance at 30 June 2007 9,515,000 9,515   36,585 (92,308 ) (46,208 )

Contributions to capital by related party – expenses (Notes 7 and 10)

- -   63,600 -   63,600  

Net loss for the year

  -     -     -     (143,850 )   (143,850 )
Balance at 30 June 2008 9,515,000 9,515   100,185 (236,158 ) (126,458 )

Contributions to capital by related party – expenses (Notes 7 and 10)

- -   63,600 -   63,600  

Net loss for the year

  -     -     -     (99,555 )   (99,555 )
Balance at 30 June 2009 9,515,000 9,515   163,785 (335,713 ) (162,413 )

Contributions to capital by related party – expenses (Notes 7 and 10)

- -   63,600 -   63,600  

Net loss for the year

  -     -     -     (92,183 )   (92,183 )
Balance at 30 June 2010 9,515,000 9,515   227,385 (427,896 ) (190,996 )

Contributions to capital by related party – expenses (Notes 7 and 10)

- -   63,600 -   63,600  

Net loss for the year

  -     -     -     (82,294 )   (82,294 )
Balance at 30 June 2011   9,515,000     9,515     290,985     (510,190 )   (209,690 )

 

The accompanying notes are an integral part of these interim consolidated financial statements.

6



Dynamic Gold Corp.
(An Exploration Stage Company)
Interim Consolidated Statements of Changes in Stockholders’ Deficiency
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)

 

          Deficit,      
          accumulated      
  Number of     Additional during the   Total  
  shares Capital paid-in exploration   stockholders’  
  issued stock   capital stage   deficiency  
    $   $ $   $  
Balance at 30 June 2011 9,515,000 9,515   290,985 (510,190 ) (209,690 )

Contributions to capital by related party – expenses (Notes 7 and 10)

- -   47,700 -   47,700  

Net loss for the period

  -     -     -     (78,379 )   (78,379 )
Balance at 31 March 2012   9,515,000     9,515     338,685     (588,569 )   (240,369 )

 

The accompanying notes are an integral part of these interim consolidated financial statements.

7



Dynamic Gold Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)
31 March 2012

 

1. Nature and Continuance of Operations

 

Dynamic Gold Corp. (the “Company”) was incorporated under the laws of the State of Nevada on 21 January 2004 and is in the exploration stage.

These interim consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company is an exploration stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”. The Company is devoting all of its present efforts in establishing a new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period.

The Company is in the business of acquiring and exploring mineral properties. The recoverability of the amounts expended by the Company on acquiring and exploring mineral properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to complete the acquisition and/or development of the properties and upon future profitable production.

The Company’s interim consolidated financial statements as at 31 March 2012 and for the nine month period then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a loss of $78,379 for the nine month period ended 31 March 2012 (31 March 2011 – $69,187, cumulative – $588,569), and has a working capital deficit of $240,369 at 31 March 2012 (30 June 2011 – $209,690).

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 30 June 2012. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. These interim consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

At 31 March 2012, the Company had suffered losses from exploration activities to date. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2. Significant Accounting Policies

 

The following is a summary of significant accounting policies used in the preparation of these interim consolidated financial statements.

8



Dynamic Gold Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)
31 March 2012

 

Basis of presentation

The interim consolidated financial statements of the Company have been prepared in accordance with GAAP applicable to exploration stage enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is 30 June.

Principles of consolidation

These interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Dynamic Gravel Holdings Ltd. (“Dynamic Gravel”), a company incorporated in the province of Alberta on 21 November 2007. All significant inter-company balances and transactions have been eliminated upon consolidation.

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Derivative financial instruments

The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Mineral property costs

The Company is primarily engaged in the acquisition, exploration and development of mineral properties.

Mineral property acquisition costs are initially capitalized as tangible assets when purchased. At the end of each fiscal quarter, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

Mineral property exploration costs are expensed as incurred.

Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

As of the date of these interim consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs (Note 3).

9



Dynamic Gold Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)
31 March 2012

 

Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Environmental expenditures

The operations of the Company have been, and may in the future, be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the interim consolidated financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

Comprehensive loss

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the interim consolidated financial statements. As at 31 March 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the interim consolidated financial statements.

10



Dynamic Gold Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)
31 March 2012

 

Basic and diluted net income (loss) per share

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.

Segments of an enterprise and related information

ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information about operating segments in interim consolidated financial statements and requires reporting of selected information about operating segments in interim consolidated financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this Codification and does not believe it is applicable at this time.

Start-up expenses

The Company has adopted ASC 720-15, “Start-Up Costs”, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s expenses for the period from the date of inception on 21 January 2004 to 31 March 2012.

Foreign currency translation

The Company’s functional and reporting currency is U.S. dollars. The interim consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”.

Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Risks and uncertainties

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

11



Dynamic Gold Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)
31 March 2012

 

Use of estimates

The preparation of interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the interim consolidated financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.

Comparative figures

Certain comparative figures have been adjusted to conform to the current period’s presentation.

3. Unproven Mineral Properties

 

During the year ended 30 June 2008, the Company acquired, through its wholly owned subsidiary, a 100% undivided rights, title and interest in and to two gravel claims called the Northern Gravel Claims and Super Mammoth Gravel Claims (the “Super Mammoth Gravel Project”) situated along the Homfray Channel at Lloyd Point on the south coast of British Columbia, Canada for $25,000. The Super Mammoth Gravel Project consists of two mineral claim tenures that are approximately 124.1 hectares (“ha”) each in size (total 248.2 ha). The claims are currently in good standing until their respective anniversary dates which are 6 November 2014 (Northern Gravel Claims) and 19 January 2015 (Super Mammoth Claim). The acquisition cost of $25,000 was initially capitalized as a tangible asset. During the year ended 30 June 2008, the Company recorded a write-down of mineral property acquisition costs of $25,000 related to the Super Mammoth Gravel Project.

During prior years, the Company acquired a 100% undivided right, title and interest in and to the 24 claim units located in the Red Lake Mining District in the province of Ontario, Canada (the “Sobeski Lake Gold Property”) for $10,607. The Company allowed these claims to expire on 20 January 2008. The Company recorded a write-down of mineral property acquisition costs of $10,607 related to the Sobeski Lake Gold Property.

The Company had no expenditures related to the Super Mammoth Gravel Project for the nine month period ended 31 March 2012 (31 March 2011 – $Nil, cumulative – $35,607).

4. Accounts Payable and Accrued Liabilities

 

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

During the year ended 30 June 2011, the Company wrote off accounts payable balances in the amount of $12,000 related to consulting fees that had remained unpaid for several years without any claim being made by the creditor against the Company. Management does not consider these amounts are payable although there is no assurance that a formal claim will not be made against the Company for some or all of these balances in the future. The write down has been recorded as a recovery of expenses and a decrease in accounts payable (Note 9).

12



Dynamic Gold Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)
31 March 2012

 

5. Due to Related Party

 

On 22 September 2011, the Company entered into a loan amending agreement with an officer, director and shareholder of the Company (the “First Amending Agreement”). The First Amending Agreement extended the principal balance of the loan from $151,500 to $160,000. The Company received the advance of $8,500 from the officer, director and shareholder of the Company in September 2011 (Note 9).

On 7 January 2012, the Company entered into a loan amending agreement with an officer, director and shareholder of the Company (the “Second Amending Agreement”), superseding the First Amending Agreement. The Second Amending Agreement extended the principal balance of the loan from $160,000 to $170,000. The Company received the advance of $10,000 from the officer, director and shareholder of the Company in January 2012 (Note 9).

On 8 January 2012, the Company entered into a loan amending agreement with an officer, director and shareholder of the Company (the “Loan Amending Agreement”). The Loan Amending Agreement extended the repayment date on the amount due from 8 January 2012 to 8 January 2013.

The amount due to related party of $227,492 as at 31 March 2012 (30 June 2011 – $196,940) is due to an officer, director and shareholder of the Company. The loan bears interest at 10% per annum, is secured by a general agreement over all of the assets of the Company and is due and repayable on 8 January 2013. During the nine month period ended 31 March 2012, the Company accrued interest of $12,052 (31 March 2011 - $10,804, cumulative – $57,492). The balance of $227,492 consists of principal and accrued interest of $170,000 and $57,492, respectively (Notes 9 and 10).

6. Capital Stock

 

Authorized

The total authorized capital is 75,000,000 common shares with a par value of $0.001.

Issued and outstanding

The total issued and outstanding capital stock is 9,515,000 common shares with a par value of $0.001 per common share.

7. Related Party Transactions

 

During the nine month period ended 31 March 2012, an officer and director of the Company made contributions to capital for management fees in the amount of $45,000 (31 March 2011 – $45,000, cumulative – $297,000) and for rent in the amount of $2,700 (31 March 2011 – $2,700, cumulative – $20,700) (Note 10).

13



Dynamic Gold Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)
31 March 2012

 

8. Income Taxes

 

The Company has losses carried forward for income tax purposes to 31 March 2012. There are no current or deferred tax expenses for the nine month period ended 31 March 2012 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

The provision for refundable federal income tax consists of the following:

  For the   For the
  nine month   nine month
  period ended   period ended
  31 March   31 March
  2012   2011
  $   $
 
Net loss before income taxes   (78,379 )     (69,187 )
Income tax (recovery) at statutory rate 26,649 23,524
Contributions to capital by related parties (16,218 ) (16,218 )
Less: Change in valuation allowance   (10,431 )     (7,306 )
Net refundable amount   -       -  
The composition of the Company’s deferred tax assets as at 31 March 2012 and 30 June 2011 are as follows:
      As at 30 June
  As at 31   2011
  March 2012   (Audited)
  $   $
 
Net income tax operating loss carryforward   588,569       510,190  
Statutory federal income tax rate 34% 34%
Contributed rent and services -18.35% -17.99%
Effective income tax rate 0% 0%
Future tax assets (liabilities) 92,096 81,665
Less: Valuation allowance   (92,096 )     (81,665 )
Actual income taxes   -        -  

 

14



Dynamic Gold Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)
31 March 2012

 

The potential income tax benefit of these losses has been offset by a full valuation allowance.

As at 31 March 2012, the Company has an unused net operating loss carry-forward balance of approximately $270,869 that is available to offset future taxable income. This unused net operating loss carry-forward balance expires between 2024 and 2032.

9. Commitment and Contingency

 

The Company is committed to future payments under its related party loan arrangement (Notes 5 and 10).

During the year ended 30 June 2011, the Company wrote off accounts payable balances in the amount of $12,000 related consulting fees that had remained unpaid for several years without any claim being made by the creditor against the Company. Management does not consider that these amounts are payable although there is no assurance that a formal claim will not be made against the Company for some or all of these balances in the future (Note 4).

10. Supplemental Disclosures with Respect to Cash Flows

 

  For the period For the For the
  from the date of nine month nine month
  inception on 21 period period
  January 2004 ended 31 ended 31
  to 31 March March March
  2012 2012 2011
  $ $ $
Cash paid during the period for interest - - -
Cash paid during the period for income taxes - - -

 

During the nine month period ended 31 March 2012, an officer and director of the Company made contributions to capital for management fees in the amount of $45,000 (31 March 2011 – $45,000 cumulative – $297,000) and for rent in the amount of $2,700 (31 March 2011 – $2,700, cumulative – $20,700) (Note 7).

During the nine month period ended 31 March 2012, the Company accrued interest of $12,052 (31 March 2011 - $10,804, cumulative – $57,492) related to a loan payable to a related party (Notes 5 and 9).

11. Financial Instruments

 

The carrying value of cash and cash equivalents, accounts payable and due to related party approximates fair value due to the short term maturity of these financial instruments.

Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies.

15



Dynamic Gold Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited – Prepared by Management)
31 March 2012

 

Currency Risk

The Company’s functional and reporting currency is the U.S. dollar. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

If the Canadian dollar had weakened (strengthened) against the U.S. dollar, with all other variables held constant, by 100 basis points (1%) at period end, the impact on net loss would have been $144 lower ($144 higher).

Interest Rate Risk

The Company has cash balances and an interest-bearing debt. It is management’s opinion that the Company is not exposed to significant interest risk arising from these financial instruments.

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon a related party as its sole source of cash. The Company has received financing from a related party in the past; however, there is no assurance that it will be able to do so in the future.

12. Subsequent Events

 

There were no events that occurred from the date of the nine month period ended 31 March 2012 to the date the interim consolidated financial statements were available to be issued on 11 May 2012.

16




ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The terms “Dynamic Gold”, “Company”, “we”, “our”, and “us” refer to Dynamic Gold Corp. and its subsidiary, as a consolidated entity, unless the context suggests otherwise.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” as defined by the Securities and Exchange Commission, or SEC. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Form 10-Q that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These forward-looking statements are based on assumptions which we believe are reasonable based on current expectations and projections about future events and industry conditions and trends affecting our business. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks and uncertainties that, among other things, could cause actual results to differ materially from those contained in the forward-looking statements, including without limitation the Risk Factors set forth in our Annual Report on Form 10-K for the year ended June 30, 2011 including the following:

our failure to obtain additional financing;
our inability to continue as a going concern;
the unique difficulties and uncertainties inherent in the mineral exploration business;
the inherent dangers involved in mineral exploration;
our President’s and Secretary/Treasurer’s inability to devote a significant amount of time to our business operations;
environmental, health and safety laws in British Columbia;
local and multi-national economic and political conditions;
natural hazards on the Coast of British Columbia, Canada; and
our common stock.

General

On January 8, 2008, we acquired, through our wholly owned subsidiary, a 100% interest in two gravel claims called the Northern Gravel Claims and Super Mammoth Gravel Claims (the “Super Mammoth Gravel Project”) situated on tidewater for $25,000. The Super Mammoth Gravel Project consist of two mineral claim tenures that are approximately 124.1 each hectares (“ha”) in size (total 248.2 ha). A detailed report used in obtaining aggregate samples has been filed and accepted by the British Columbia’s Gold commissioner’s office in September 2007. The claims are currently in good standing until their respective anniversary dates of November 6, 2014 (Northern Gravel Claim) and January 19, 2015 (Super Mammoth Claim).

On June 5, 2008, a comprehensive National Instrument 43-101 compliant report (the “report”) on the Super Mammoth Gravel Project was completed. The report was prepared in accordance with the guidelines of National Instrument 43-101 “Standards of Disclosure for Mineral Projects” and is based on data and geological information gathered from public sources, assessment files, historical information, British Columbia provincial government maps and reports. The source information of data presented in the report discusses the geology and mineral potential of the Super Mammoth Gravel Project and is believed to be reliable and accurate.

The Super Mammoth Gravel Project is located at Lloyd Point on the east arm of Toba Inlet situated 50 kilometers east of Campbell River, British Columbia, Canada and 28 kilometers north of Powell River on the British Columbia mainland. The existence of the Super Mammoth gravel deposit has been identified by Lands and Water British Columbia Inc. and has been the subject of numerous preliminary investigations over the years, with the potential to host a year round future sand and gravel aggregate operation with tidewater access that could supply growing demand for a range of raw materials to both British Columbia, Washington State, California and other United States and Pacific Rim coastal construction markets.

17




The Super Mammoth Gravel Project is situated between sea level to about 300 meters in elevation that comprises a sorted accumulation of sand and gravel.

Plan of Operations

Our intention for the next twelve months is to determine the Super Mammoth Gravel Project drill targets for future mineral exploration and development. Our 43-101 Report, which was finalized June 5, 2008, recommended a two-phase program. Phase One of the two-phase program outlines a three-stage program which covers a period of one month and will cost approximately $100,000. The three-stage program includes detailed mapping and sampling, clearing of the old road and north-south line cutting, which will facilitate further geological work and provide the requirements of a proposed seismic survey. The seismic survey would be carried out as stage three of the first phase of the exploration program recommended in the report. The stage three seismic survey of up to 5km total length will assist in order to establishing a three dimensional modeling and shape of the deposit. Once complete, and subject to the results of the report obtained in Phase 1, the Company will continue to Phase 2. Phase 2 is expected to take one month to complete and cost up to $200,000. Phase 2 will consist of 1,200 meters of drilling to determine shape (volume) of the deposit and the quality of the aggregate material.

The recoverability of amounts from the property will be dependent upon discovering economically recoverable reserves with specifications which are suitable for commercial products as defined by ASTM and CSA. Considerable further investigation will be required to establish the size of the deposit towards understanding its economic viability, the environmental concerns of the area and the social impact on various stakeholders.

In the next twelve months, we also anticipate spending an additional $120,000 on administrative fees, including professional fees payable in connection with the filing of this registration statement and complying with reporting obligations. Total expenditures over the next twelve months are therefore expected to be approximately $420,000.

Our cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding. However, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. As well, our management is prepared to provide us with short-term loans. During the nine month period ended March 31, 2012, the Company borrowed additional $18,500 (March 31, 2011 - $11,500) from an officer, director and shareholder of the Company. This promissory note payable bears interest at 10% per annum. During the nine month period ended March 31, 2012, $12,052 (March 31, 2011 - $10,804) interest has been accrued and is secured by a general agreement over all the assets of the Company and is due and repayable January 8, 2013.

We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.

If we do not secure additional funding for exploration expenditures, we may consider seeking an arrangement with a joint venture partner that would provide the required funding in exchange for receiving a part interest in the Super Mammoth Gravel Project. We have not undertaken any efforts to locate a joint venture partner. There is no guarantee that we will be able to locate a joint venture partner who will assist us in funding exploration expenditures upon acceptable terms.

If we are unable to arrange additional financing or find a joint venture partner for the Super Mammoth Gravel Project, our business plan will fail and operations will cease.

18




Results of Operations for the Nine Month Period Ending March 31, 2012

We have not earned any revenues from our incorporation on January 21, 2004 to March 31, 2012. We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the property.

The Company’s net loss for the nine month period ended March 31, 2012 was $78,379 compared to a net loss of $69,187 for the nine month period ended March 31, 2011. The increase in net loss for the nine month period ended March 31, 2012 is mainly attributed to filing and financing fees, bank charges and interest and legal and accounting fees.

There were no mineral property expenditures related to the Super Mammoth Gravel Project for the nine month periods ended March 31, 2012 and March 31, 2011. The Company did not conduct exploration activities during these periods.

Filing and financing fees increased $8,070 to $14,607 for the nine month period ended March 31, 2012 from $6,537 for the nine month period ended March 31, 2011. The filing and financing fees period over period increased due to the United States Securities and Exchange Commission requirement to have the financial statements in XBRL format.

Bank charges and interest have increased $967 to $12,497 for the nine month period ended March 31, 2012 from $11,530 for the nine month period ended March 31, 2011. The increase in bank charges and interest period over period is due mainly to the interest accrued on the loan of $170,000 from our President, Mr. Tim Coupland.

Legal and accounting fees decreased $614 to $2,806 for the nine month period ended March 31, 2012 from $3,420 for the nine month period ended March 31, 2011. The decrease in legal and accounting fees period over period is due mainly to decreased professional fees incurred to prepare and file our regulatory quarterly and annual filings with the British Columbia Securities Commission and United States Securities and Exchange Commission.

During the nine month period ended March 31, 2012, an officer and director of the Company made contributions to capital for management fees in the amount of $45,000 (2011 - $45,000) and for rent in the amount of $2,700 (2011 - $2,700).

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Liquidity and Capital Resources

At March 31, 2012, we had cash on hand of $3,712 and liabilities of $244,081 consisting of accounts payable and accrued liabilities of $16,589 and cash advances from our president, Tim Coupland, for $227,492.

Our cash reserves are not sufficient to meet our obligations for the next twelve-month period. We will require additional funding in order to cover all anticipated administration costs and to proceed with the recommendations of the National Instruments 43-101 report on the Super Mammoth Gravel Project, estimated to cost a minimum of $300,000. We do not have any arrangements in place for any future equity financing and there is no guarantee we will be able to obtain the funding necessary to continue as a going concern.

Capital Expenditures

The Company expended no amounts on capital expenditures for the period from inception to March 31, 2012. At present there are no transactions being contemplated by management or the board that would affect the financial condition, results of operations and cash flows of any asset of the Company.

19




Employees

At present, we have no employees, other than our current officers and directors, who devote their time as required to our business operations.

Research and Development Expenditures

We have incurred a total of $1,000 in connection with a geological report concerning the Sobeski Lake Gold property. We have not incurred any other research and development expenditures since our incorporation.

An additional $Nil (March 31, 2011 - $Nil) has been incurred in connection with the preparation and completion of the Comprehensive National Instrument 43-101 compliant report on the Super Mammoth Gravel Project.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements that would require disclosure.

Subsequent Events

There were no subsequent events.

Critical Accounting Policies

Our interim consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods. These estimates and assumptions are affected by management's application of accounting policies.

Mineral property costs

The Company is primarily engaged in the acquisition, exploration and development of mineral properties.

Mineral property acquisition costs are initially capitalized as tangible assets when purchased. At the end of each fiscal quarter end, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

Mineral property exploration costs are expensed as incurred.

Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

As of the date of these interim consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

20




Impairment of long-lived assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of its carrying amount to future undiscounted cash flows the assets are expected to generate.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are engaged in the acquisition of mineral and gravel projects and related activities including exploration engineering, permitting and the preparation of feasibility studies. The value of our properties is related to mineral and gravel commodity prices and changes in the price of these commodities could affect our ability to generate revenue from our portfolio of projects.

Commodity prices may fluctuate widely from time to time and are affected by numerous factors, including the following: expectations with respect to the rate of inflation, exchange rates, interest rates, global and regional political and economic circumstances and governmental policies. Mineral prices and the price for gravel has been extremely volatile over the last year. The demand for, and supply of, gravel affect gravel prices, but not necessarily in the same manner as demand and supply affect the prices of other commodities. The supply and demand for gravel is determined primarily by construction and road building activity.

As of March 31, 2012 we do not consider the risks associated with changes in foreign exchange rates between the U.S. dollar and the Canadian dollar to be material to our financial condition or results of operations as a result of our primary projects being located in Canada and the majority of funds raised and paid to the majority of our vendors are Canadian dollars.

ITEM 4 CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Based on the management’s evaluation (with the participation our President and Chief Financial Officer), our President and Chief Financial Officer have concluded that as of March 31, 2012, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange of 1934 (the "Exchange Act") are effective to provide reasonable assurance that the information required to be disclosed in this quarterly report on Form 10-Q is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

(b) Internal control over financial reporting

Management's annual report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting should include those policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including Tim Coupland, our President and Chief Executive Officer, and Rob Hall, our Chief Financial Officer, we have evaluated the

21




effectiveness of our internal control over financial reporting and preparation of our quarterly financial statements as of March 31, 2012 and believe they are effective.

Based upon their evaluation of our controls, Tim Coupland, our President and Chief Executive Officer, and Rob Hall, our Chief Financial Officer, has concluded that, there were no significant changes in our internal control over financial reporting or in other factors during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation report of the registered public accounting firm

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

Changes in internal control over financial reporting

There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

Changes in Internal Controls

Based on the evaluation as of March 31, 2012, Tim Coupland, our President and Chief Executive Officer, and Rob Hall, our Chief Financial Officer have concluded that there were no significant changes in our internal controls over financial reporting or in any other areas that could significantly affect our internal controls subsequent to the date of his most recent evaluation, including corrective actions with regard to significant deficiencies and material weaknesses.

22




PART II OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.

ITEM 1A. RISK FACTORS

Not Applicable

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

23




ITEM 6 EXHIBITS

The following exhibits are furnished as required by Item 601 of Regulation S-B.

 

*     

Included in our original SB-2 Registration Statement filed on December 9, 2004.

**     

Included in our SB-2 Amended Registration Statement filed on October 19, 2005.

SIGNATURE

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

    DYNAMIC GOLD CORP.
May 11, 2012 BY: /s/ Tim Coupland
Date   Tim Coupland, President and Chief Executive Officer
May 11, 2012 BY: /s/ Rob Hall
Date   Rob Hall, Chief Financial Officer

24




Exhibit 21

SUBSIDIARY COMPANIES

We have one subsidiary company:

Dynamic Gravel Holdings Ltd.

25




Exhibit 31.a

CERTIFICATION

I, Tim Coupland, certify that:

1. I have reviewed this Form 10-Q of Dynamic Gold Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)     

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

                 
(b)     

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

                 
(c)     

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

                 
(d)     

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)     

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

                 
(b)     

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 11, 2012

/ s / Tim Coupland
Tim Coupland, President and CEO

(Principal Executive Officer)

26




Exhibit 31.b

CERTIFICATION

I, Rob Hall, certify that:

1. I have reviewed this Form 10-Q of Dynamic Gold Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)     

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

                 
(b)     

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

                 
(c)     

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

                 
(d)     

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)     

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

                 
(b)     

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 11, 2012

/ s / Rob Hall
Rob Hall, CFO

(Principal Accounting Officer)

27




Exhibit 32.a

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q (the “Report”) of Dynamic Gold Corp. (the “Company”) for the quarter ended March 31, 2012, each of Tim Coupland, the Chief Executive Officer, and Rob Hall, the Chief Financial Officer, of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of the undersigned’s knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/ s / Tim Coupland
Tim Coupland, Principal Executive Officer
May 11, 2012

/ s / Rob Hall
Rob Hall, Principal Financial Officer
May 11, 2012

28