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 January 31, 2015
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 March 17, 2015 was 148,850,000 shares.
Part I - FINANCIAL INFORMATION
Gold Dynamics Corp. |
(A Development Stage Company) |
Balance Sheets |
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January 31, 2015 |
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July 31, 2014 |
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ASSETS |
Current Assets |
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Cash and Cash Equivalents |
$ - |
|
$ - |
TOTAL CURRENT ASSETS |
$ - |
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$ - |
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TOTAL ASSETS |
$ - |
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$ - |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities |
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Note Payable |
$ 79,002 |
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$ 77,752 |
Shareholder Loan |
$ 15,937 |
|
$ 15,937 |
TOAL CURRENT LIABILITIES |
$ 94,939 |
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$ 93,689 |
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Stockholders' Equity |
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Preferred Stock, $0.001 par value |
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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 |
$ (170,939) |
|
$ (169,689) |
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|
|
|
TOTAL STOCKHOLDERS' DEFICIT |
$ (94,939) |
|
$ (93,689) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
$ 0 |
|
$ - |
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See Accompanying Notes to Financial Statements |
Gold Dynamics Corp. |
(A Development Stage Company) |
Statements of Operations |
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For Three
Months Ended |
For Three
Months Ended |
For Six
Months Ended |
For Six
Months Ended |
April 17, 2006 (Inception) to |
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January 31, |
January 31, |
January 31, |
January 31, |
January 31, |
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2015 |
2014 |
2015 |
2014 |
2015 |
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Revenue |
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|
|
|
|
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Sales |
$ - |
$ - |
$ - |
$ - |
$ - |
|
Total Income |
$ - |
$ - |
$ - |
$ - |
$ - |
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General and Administration Expenses |
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Professional Fees |
$ 1,250 |
$ 2,500 |
$ 1,250 |
$ 2,500 |
$ 112,265 |
|
Consultation Fees |
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$ 27,000 |
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Management Fees |
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$ 1,355 |
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Filing Fee |
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$ 9,083 |
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Rent |
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|
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|
$ 14,700 |
|
Advertising and Promotion Expenses |
|
|
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|
$ 1,495 |
|
Bank charges and interest |
|
|
|
$ 202 |
$ 5,041 |
|
|
$ 1,250 |
$ 2,500 |
$ 1,250 |
$ 2,702 |
$ 170,939 |
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|
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Net (loss) for the period |
$ (1,250) |
$ (2,500) |
$ (1,250) |
$ (2,702) |
$ (170,939) |
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Net (loss) per share |
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Basic and diluted |
$ (0.0000) |
$ (0.0000) |
$ (0.0000) |
$ (0.0000) |
$ (0.0011) |
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Weighted Average Number of Common |
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Shares Outstanding - Basic and Diluted |
148,850,000 |
148,850,000 |
148,850,000 |
148,850,000 |
148,850,000 |
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See Accompanying Notes to Financial Statements |
Gold Dynamics Corp. |
(A Development Stage Company) |
Statements of Cash Flows |
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For the Six
Months Ended |
For the Six
Months Ended |
April 17, 2006
(Inception) to |
|
January 31, |
January 31, |
January 31, |
|
2015 |
2014 |
2015 |
|
|
|
|
Cash flow from Operating Activities |
|
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|
Net loss |
$ (1,250) |
$ (2,702) |
$ (170,939) |
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Adjustments to reconcile net loss to net cash |
|
|
|
used in operating activities: |
$ - |
$ - |
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Accrued Interest |
|
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Notes Payable |
$ 1,250 |
$ 2,500 |
$ 79,002 |
Shareholder loan |
$ - |
$ - |
$ 15,937 |
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|
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|
Net cash used for operating activities |
$ - |
$ (202) |
$ (76,000) |
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Financing Activities |
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Additional Paid in Capital |
$ - |
$ 202 |
$ 64,900 |
Proceeds from sale of common stock |
$ - |
$ - |
$ 11,100 |
Net cash provided by financing activities |
$ - |
$ 202 |
$ 76,000 |
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Net change in cash |
$ - |
$ - |
$ (0) |
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Cash, Beginning of Period |
$ - |
$ - |
$ - |
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Cash, End of Period |
$ - |
$ - |
$ (0) |
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See Accompanying Notes to Financial Statements |
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GOLD
DYNAMICS CORP.
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2015
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 January 31, 2015 are unaudited pursuant to the rules and regulations of the United States Securities and Exchange Commission
(“SEC”). The January 31, 2015, 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 January 31, 2015. 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 January 31, 2015 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
January 31, 2015. 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 $1,250 and $2,702 for the six months ended January 31, 2015 and 2014, respectively. The decrease in general and administration
expenses for this period are attributed to a decrease in professional, consultation and filings fees.
For the six month period ended January 31, 2015, the
net loss of the Company is $1,250.
LIQUIDITY AND CAPITAL RESOURCES
During the nine month period ended January 31, 2015, the
Company had no working capital needs. As of January 31, 2015, 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, 2015 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
March 17, 2015.
/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.
March 17, 2015
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 January 31,
2015, 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: March 17, 2015
/s/ Tie Ming Li
Tie Ming Li
Chief Executive Officer