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 October 31, 2014
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
(State
of Incorporation)
N/A
(I.R.S.
Employer Identification No.)
2248
Meridian Blvd. Ste H Minden, NV 89423
(Address
of principal executive offices)
949-419-6588
(Registrant's
telephone number, including area code)
N/A
(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.
[X]Yes
[ ]No
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.045 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[
]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 [X]No
The
number of shares outstanding of the Registrant's common stock, par value $.001 per share, at December 12, 2014 was 148,850,000
shares.
Part
I - FINANCIAL INFORMATION
Gold
Dynamics Corp. |
(A Development
Stage Company) |
Balance
Sheets |
|
|
|
|
|
October
31, 2014 |
|
July
31, 2014 |
|
(Unaudited) |
|
(Audited) |
ASSETS |
Current Assets |
|
|
|
Cash and Cash Equivalents |
$ - |
|
$ - |
TOTAL CURRENT ASSETS |
$ - |
|
$ - |
|
|
|
|
TOTAL ASSETS |
$ - |
|
$ - |
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY |
|
|
|
|
Current Liabilities |
|
|
|
Note Payable |
$ 77,752 |
|
$ 77,752 |
Shareholder Loan |
$ 15,937 |
|
$ 15,937 |
TOAL CURRENT LIABILITIES |
$ 93,689 |
|
$ 93,689 |
|
|
|
|
Stockholders' Equity |
|
|
|
Preferred Stock, $0.001
par value |
|
|
|
50,000,000 authorized,
none issued and outstanding |
$ - |
|
$ - |
Common stock, $0.001
par value, Authorized : 500,000,000, common shares 148,850,000 shares issued and outstanding. |
$ 11,100 |
|
$ 11,100 |
Additional paid in
capital |
$ 64,900 |
|
$ 64,900 |
(Deficit) accumulated
during the development stage |
$ (169,689) |
|
$ (169,689) |
|
|
|
|
TOTAL STOCKHOLDERS' DEFICIT |
$ (93,689) |
|
$ (93,689) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
$ - |
|
$ - |
|
|
|
|
|
|
|
|
See
Accompanying Notes to Financial Statements |
Gold
Dynamics Corp. |
(A Development
Stage Company) |
Statements
of Operations |
|
|
|
|
|
|
|
For
The Three Months Ended |
|
|
|
October
31, 2014 |
|
October
31, 2013 |
|
April
17, 2006 (Inception) to October 31, 2014 |
|
|
|
|
|
|
Revenue |
|
|
|
|
|
Sales |
$ - |
|
$ - |
|
$ - |
Total Income |
$ - |
|
$ - |
|
$ - |
|
|
|
|
|
|
General and Administration Expenses |
|
|
|
|
|
Professional
Fees |
$ - |
|
|
|
$ 111,015 |
Consultation
Fees |
|
|
|
|
$ 27,000 |
Management
Fees |
|
|
|
|
$ 1,355 |
Filing
Fee |
|
|
|
|
$ 9,083 |
Rent |
|
|
|
|
$ 14,700 |
Advertising
and Promotion Expenses |
|
|
|
|
$ 1,495 |
Bank
charges and interest |
|
|
$ 202 |
|
$ 5,041 |
|
$ - |
|
$ 202 |
|
$ 169,689 |
|
|
|
|
|
|
Net (loss) for the period |
$ - |
|
$ (202) |
|
$ (169,689) |
|
|
|
|
|
|
Net (loss) per share |
|
|
|
|
|
Basic and diluted |
$ - |
|
$ (0.0000) |
|
$ (0.0011) |
|
|
|
|
|
|
Weighted Average Number of Common |
|
|
|
|
|
Shares Outstanding - Basic and Diluted |
148,850,000 |
|
148,850,000 |
|
148,850,000 |
|
|
|
|
|
|
|
|
|
|
|
|
See
Accompanying Notes to Financial Statements |
Gold
Dynamics Corp. |
(A Development
Stage Company) |
Statements
of Cash Flows |
|
|
|
|
|
|
|
|
|
|
|
April
17, 2006 |
|
For the
Three Months Ended |
|
(Inception) to |
|
October
31, 2014 |
|
October
31, 2013 |
|
October
31, 2014 |
|
|
|
|
|
|
Cash flow from Operating Activities |
|
|
|
|
|
Net loss |
$ - |
|
$ (202) |
|
$ (169,689) |
|
|
|
|
|
|
Adjustments to reconcile
net loss to net cash |
|
|
|
|
|
used in operating
activities: |
$ - |
|
$ - |
|
|
Accrued Interest |
|
|
|
|
|
Notes Payable |
|
|
|
|
$ 77,752 |
Net cash used for operating activities |
$ - |
|
$ (202) |
|
$ (91,937) |
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
Additional Paid in
Capital |
$ - |
|
$ 202 |
|
$ 64,900 |
Proceeds from shareholder
loan |
$ - |
|
$ - |
|
$ 15,937 |
Proceeds from sale
of common stock |
$ - |
|
$ - |
|
$ 11,100 |
Net cash provided by financing activities |
$ - |
|
$ 202 |
|
$ 91,937 |
|
|
|
|
|
|
Net change in cash |
$ - |
|
$ - |
|
$ - |
|
|
|
|
|
|
Cash, Beginning of Period |
$ - |
|
$ - |
|
$ - |
|
|
|
|
|
|
Cash, End of Period |
$ - |
|
$ - |
|
$ - |
|
|
|
|
|
|
|
|
|
|
|
|
See
Accompanying Notes to Financial Statements |
|
GOLD
DYNAMICS CORP.
NOTES
TO THE FINANCIAL STATEMENTS
October
31, 2014
Note
1: Organization and Basis of Presentation
Gold
Dynamics Corp. (the “Company”) is a for profit corporation established under the corporation laws in the State of
Nevada, United States of America on April, 2006.
The
Company's primary operations began in April 2006 with an e-commerce focus and intends to become 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.
The
Financial Statements and related disclosures as of October 31, 2014 are unaudited pursuant to the rules and regulations of the
United States Securities and Exchange Commission (“SEC”). The October 31, 2014, Balance Sheet data was derived from
unaudited financial statements and does not include all disclosures required by accounting principles generally accepted in the
United States of America (“U.S.”). Certain information and footnote disclosures normally included in financial statements
prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted
pursuant to such rules and regulations. In our opinion, these financial statements include all adjustments (consisting only of
normal recurring adjustments) necessary for the fair statement of the results for the period. These financial statements should
be read in conjunction with the financial statements included in our Quarterly Report for the period ended October 31, 2014. Unless
the context otherwise requires, all references to “Gold Dynamics,” “we,” “us,” “our”
or the “company” are to Gold Dynamics Corp. and any subsidiaries.
The
Company’s fiscal year ends July 31.
Note
2: Recent Accounting Pronouncements
In
December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, (“ASU 2011-11”).
ASU 2011-11 requires an entity to disclose both gross information and net information about both instruments and transactions
eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to
a master netting arrangement. ASU 201111 is effective for annual reporting periods beginning on or after January 1, 2013, and
interim periods within those annual periods. Retrospective disclosure is required for all comparative periods presented. The adoption
of ASU 2011-11 did not have a material impact on the Company’s financial statements.
In
October 2012, the FASB issued ASU No. 2012-04, Technical Corrections and Improvements, (“ASU 2012-04”). This update
includes source literature amendments, guidance clarification, reference corrections and relocated guidance affecting a variety
of topics in the Codification. The update also includes conforming amendments to the Codification to reflect ASC 820’s fair
value measurement and disclosure requirements. The amendments in this update that will not have transition guidance are effective
upon issuance. The amendments in this update that are subject to the transition guidance will be effective for fiscal periods
beginning after December 15, 2012. The adoption of ASU 2012-04 did not have a material impact on the Company’s financial
statements.
In
January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting
Assets and Liabilities (“ASU 2013-01”). This update clarifies that ordinary trade receivables and receivables are
not in the scope of ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (“ASU
2011-11”). Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements,
and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained
in the FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The Company is
required to apply the amendments in ASU 2013-01 beginning January 1, 2013. The adoption of ASU 2013-01 by the Company did not
have a material impact on the consolidated financial statements.
In
February 2013, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, 2013-02, Comprehensive Income
(Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires companies to
provide information regarding the amounts reclassified out of accumulated other comprehensive income by component. In addition,
companies are required to present, either on the face of the statement where net income is presented or in the accompanying notes,
significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. ASU
2013-02 is effective for annual reporting periods beginning on or after December 15, 2012, and interim periods within those annual
periods. ASU 2013-02 was adopted January 1, 2013 and did not have a significant impact on our financial statements.
Note
3: Commitments and Contingencies
The
Company neither owns nor leases any real or personal property, an officer has provided office services without charge. Such costs
are immaterial to the financial statements and accordingly are not reflected herein. The officer and director are involved in
other business activities and most likely will become involved in other business activities in the future.
Note
4: Legal Matters
The
Company has no known legal issues pending.
Note
5: Related Party Transactions
An
officer has loaned the Company $15,937 on August 1, 2009, without a fixed term of repayment and no interest.
Note
6: Capital Stock
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 of a 15 for 2 forward stock split to the 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 total proceeds of $50,000.
On
December 15, 2009, the Company authorized a Forward Stock Split of 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 increased its issued and outstanding shares of Common Stock to 148,850,000.
As
of October 31, 2014 there were no outstanding stock options or warrants.
Note
7: Income Taxes
The
company has not commenced operations and has not generated any revenue and has not made a provision for income taxes.
The
Company’s statutory tax rate is 35%.
The
Company does not have any material uncertainties with respect to its provisions for income taxes.
Note
8: Going Concern
The
accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.
The
Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues
to operate profitably or raise additional capital through debt financing and/or through sales of common stock.
Management
has no formal plan in place to address these concerns, but believes that the Company will be able to obtain additional funds through
equity financing and/or related party advances.
The failure
to achieve the necessary levels of profitability or obtain the additional funding would be detrimental to the Company.
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 October 31, 2014. 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.
COMPANY
OVERVIEW
Gold
Dynamics Corp.'s primary operations began in April 2006. Gold Dynamics Corp. is an emerging precious metals explorer focused
on under explored regions of the world that is seeking to grow shareholder value by building gold and silver mineral resources
through systematic exploration. The Company has brought together a highly experienced board and management team consisting of
capable professionals with significant development and mine management experience.
Gold
Dynamics Corp. seeks to identify, acquire, and develop deposits which have the potential to be world class and in an acceptable
risk environment. Social responsibility and environmental stewardship are core values of the Company.
RESULTS
OF OPERATIONS
The
Company experienced general and administration expenses of $0 and $202 for the three months ended October 31, 2014 and 2013, respectively.
The decrease in general and administration expenses for this period are attributed to a decrease in professional, consultation
and filings fees.
For
the three month period ended October 31, 2014, the net loss of the Company is $0.
LIQUIDITY
AND CAPITAL RESOURCES
During the
nine month period ended October 31, 2014, the Company had no working capital needs. As of October 31, 2014, 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 October 31,
2014 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
ITEM
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
3: 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 December 12, 2014.
December
12, 2014
/s/
Tie Ming Li
Mr.
Tie Ming Li, President
EX. 31. CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT
OF 2002
I, Tie Ming Li, certify that:
1. I have reviewed this annual report on Form 10-Q of Gold Dynamics
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
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: December 12, 2014
By: /s/ Tie Ming Li
Tie Ming Li
Chief Executive Officer
EX. 32. CERTIFICATION OF CHIEF 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
The undersigned, Tie Ming Li the Chief Executive Officer of Gold Dynamics
Corp. (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 his or her knowledge, the Quarterly Report on Form 10-Q for the period ended October 31,
2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that
the information contained in the Annual Report on Form 10-Q, as amended, fairly presents in all material respects the financial
condition and results of operations of the Company.
Date: December 12, 2014
/s/ Tie Ming Li
Tie Ming Li
Chief Executive Officer