U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q/A-2
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2010
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.
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(Name of small business issuer in its charter)
Nevada
N/A
(State of Incorporation)
(I.R.S. Employer Identification No.)
2248 Meridian Blvd.
Ste H
Minden, NV 89423
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(Address of principal executive offices)
949-419-6588
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(Registrant's telephone number, including area code)
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(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No _
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer __
Accelerated filer __
Non-accelerated filer __
Small Reporting Company _x_
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes _ No X
The number of shares outstanding of the Registrant's common stock,
par value $.001 per share, at April 30, 2010 was 138,450,000 shares.
Explanatory Note: This amendment to the Company's Quarterly Report
on Form 10-Q/A for the period ended April 30, 2010 has been filed to
indicate that in Note 3 under Notes to Financials Statements has
been revised because it indicates that common shares were sold
pursuant to a private placement memorandum, however, it should
read: the Company sold 2,100,00 common shares pursuant to a
registration statement.
1
Part I - FINANCIAL INFORMATION
Gold Dynamics Corp.
(A Development Stage Company)
Balance Sheets
April 30, July 31,
2010 2009
(Unaudited) (Audited)
Assets
Current Assets - Cash and Cash $3,059 $14
Equivalents
Website Development Costs - -
TOTAL ASSETS $3,059 $14
Liabilities
Current Liabilities
Accounts Payable and $11,630 $12,880
Accrued Liabilities
Shareholder Loan $16,000 $16,000
TOTAL CURRENT LIABILITIES $27,630 $28,880
Stockholders' Equity
Preferred Stock. $0.001 par value. 103,250 53,250
50,000,000 authorized, none issued and
outstanding.
Common Stock. Authorized:50,000,000
common shares at $0.001 par value,
75,000,000 authorized, 53, 250,000 as
at April 22, 2008, 4,000,000 at par
value 0.0125 as at November 12, 2009
and 53, 250,000 issued and
outstanding, respectively 500,000,000
authorized. 138,450,000 issued and
outstanding as at April 30, 2010
Additional Paid-in Capital $(25,803) $(26,409)
Deficit accumulated during the $(102,018) $(55,707)
developmental stage
TOTAL STOCKHOLDERS' DEFICIT $(24,571) $(28,866)
TOTAL LIABILITIES AND STOCKHOLDERS' $3,059 $14
DEFICIT
The accompanying notes are an integral part of these financial
statements.
Gold Dynamics Corp.
(A Developmental Stage Company)
Statement of Cash Flows
For the Nine For the Nine From August
Months Ended Months Ended 17,2006
April 30, April 30, (Inception)
2010 2009 to April 30,
2010
Cash Flow from Operating Activities
Net Loss for the Period $(46,311) $(6,314) $(102,018)
Imputed Interest $606 $289 $1,447
Changes in Accounts payable $(1,250) - $11,630
and accrued liabilities
Net Cash Flow Used in Operating $(46,955) $(6,025) $(88,941)
Activities
Financing Activities
Proceeds from Shareholder Loan - $6,500 $16,000
Proceeds from Bank Overdraft - - -
Proceeds from sale of common
stock $50,000 - $76,000
Net Cash Flow Provided by Financing
Activities $50,000 - $92,000
Cash Increase (decrease) during
the Period $3,045 $475 $3,059
Cash, Beginning of Period $14 $139 -
Cash, End of Period $3,059 $614 $3,059
The accompanying notes are an integral part of these financial
statements.
Gold Dynamics Corp.
(A Development Stage Company)
Statements of Operations
Three Three Nine Nine From
Months Months Months Months August 23,
Ended Ended Ended Ended 2006
April 30, April April April (Inception)
2010 30, 2009 30, 2010 30, 2009
to April
30, 2010
General $15,000 - $15,000 - $22,200
and
Administrative
Expenses
Filing Fees $222 - $622 - $7,038
Management - - - - $1,355
Fees
Bank $243 - $1,289 $314 $2,617
Charges
and
Interest
- $2,000 $29,400 $6,000 $68,808
Professional
Fees
Net (loss) $(15,465) $(2,000) $(46,311) $(6,314) $(102,018)
for the
period
Net (loss) 0.00 0.00 0.00 0.00 0.00
per share
- Basic
and Diluted
Weighted 138,450,000 53,250,000 81,854,396 53,250,000
Average
Shares
Outstanding
- Basic
and Diluted
The accompanying notes are an integral part of these financial
statements.
Gold Dynamics Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the Nine Months ended April 30, 2010
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Gold
Dynamics Corp. formerly known as Vita Spirits Corp., formerly known
as Revo Ventures Inc, have been prepared in accordance with
accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission, and
should be read in conjunction with Gold Dynamics Corp. audited 2009
annual financial statements and notes thereto filed with the SEC on
form 10-K. In the opinion of management, all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation
of financial position and the result of operations for the interim
periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial
statements, which would substantially duplicate the disclosure
required in Gold Dynamics Corp.'s 2009 annual financial statements
have been omitted.
The Company's primary operations began in April 2006. Gold Dynamics
Corp.'s primary operations began in April 2006. The Company intends
to change its focus of primary operations from a producer of vitamin
infused alcoholic beverages to exploration of mining opportunities.
As part of the change in operations, the Company has undergone a
name change from Vita Spirits Corp. to Gold Dynamics Corp. to better
reflect the Company's new focus.
Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Recent Accounting Pronouncements
In June 2009 the FASB established the Accounting Standards
Codification ("Codification'" or "ASC") as the source of
authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting
principles in the United States ("GAAP"). Rules and interpretive
releases of the Securities and Exchange Commission issued under
authority of federal securities laws are also sources of GAAP for
SEC registrants. Existing GAAP was not intended to be changed as a
result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the
guidance is organized and presented.
Statement of Financial Accounting Standards ("SFAS'") SFAS No. 165
(ASC Topic 855), "Subsequent Events", SFAS No. 166 (ASC Topic 810),
"Accounting for Transfers of Financial Assets-an Amendment of FASB
Statement No. 140", SFAS No. 167 (ASC Topic 810), "Amendments to
FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC Topic 105),
"The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles-a replacement of FASB
Statement No. 162" were recently issued. SFAS No. 165, 166, 167, and
168 have no current applicability to the Company or their effect on
the financial statements would not have been significant.
Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820),
which amends Fair Value Measurements and Disclosures - Overall, ASU
No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue
arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue
Arrangements that include Software Elements, and various other ASU's
No. 2009-2 through ASU No. 2009-15 which contain technical
corrections to existing guidance or affect guidance to specialized
industries or entities were recently issued. These updates have no
current applicability to the Company or their effect on the
financial statements would not have been significant.
The Company does not expect that adoption of these or other recently
issued accounting pronouncements will have a material impact on its
financial position, results of operations or cash flows.
Recently Issued Accounting Standards
In August 2009, the FASB issued an amendment to the accounting
standards related to the measurement of liabilities that are
recognized or disclosed at fair value on a recurring basis. This
standard clarifies how a company should measure the fair value of
liabilities and that restrictions preventing the transfer of a
liability should not be considered as a factor in the measurement of
liabilities within the scope of this standard. This standard was
effective for the Company on October 1, 2009. The Company does not
expect the impact of its adoption to be material to its financial
statements.
In October 2009, the FASB issued an amendment to the accounting
standards related to the accounting for revenue in arrangements with
multiple deliverables including how the arrangement consideration is
allocated among delivered and undelivered items of the arrangement.
Among the amendments, this standard eliminated the use of the
residual method for allocating arrangement considerations and
requires an entity to allocate the overall consideration to each
deliverable based on an estimated selling price of each individual
deliverable in the arrangement in the absence of having
vendor-specific objective evidence or other third party evidence of
fair value of the undelivered items. This standard also provides
further guidance on how to determine a separate unit of accounting
in a multiple-deliverable revenue arrangement and expands the
disclosure requirements about the judgments made in applying the
estimated selling price method and how those judgments affect the
timing or amount of revenue recognition. This standard, for which
the Company is currently assessing the impact, will become effective
for the Company on January 1, 2011.
In October 2009, the FASB issued an amendment to the accounting
standards related to certain revenue arrangements that include
software elements. This standard clarifies the existing accounting
guidance such that tangible products that contain both software and
non-software components that function together to deliver the
product's essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards.
Accordingly, sales of these products may fall within the scope of
other revenue recognition standards or may now be within the scope
of this standard and may require an allocation of the arrangement
consideration for each element of the arrangement. This standard,
for which the Company is currently assessing the impact, will become
effective for the Company on January 1, 2011.
2. GOING CONCERN
Gold Dynamics Corp. financial statements have been prepared on a
going concern basis, which contemplates the realization of assets
and settlement of liabilities and commitments in the normal course
of business for the foreseeable future. Since inception, the Company
has accumulated losses aggregating to $ 102,018 and has insufficient
working capital to meet operating needs for the next twelve months
as of April 30, 2010, all of which raise substantial doubt about
ability to continue as a going concern.
3. COMMON STOCK TRANSACTIONS
On July 14, 2006, the Company sold 5,000,000 common shares at $0.001
per share to the sole director of the Company for total proceeds of
$5,000.
On May 6, 2007, the Company sold 2,100,000 common shares pursuant to
a registration statement at $0.01 per share for total proceeds of
$21,000
On April 22, 2008, the Company approved a forward split a 15 for 2
forward stock split to our stockholders of record as of April 23,
2008. The Company increased the authorized shares from 50,000,000 to
75,000,000. The Company did not change the par value of the shares.
All references to share value in these financial statements have
been restated to reflect this split. Subsequent to the forward
split, the Company had 53,250,000 common shares issued and outstanding.
On November 12, 2009, the Company sold 4,000.000 common shares at $
0.0125 per share to an investor for the total proceeds of $50,000.
On January 25, 2010, the Company increased their authorized shares
from 75,000,000 to 500,000,000 and their issued and outstanding
shares from 53,250,000 to 138,450,000, issued and outstanding as of
April 30 ,2010.
4. RELATED PARTY TRANSACTIONS
An officer has loaned the Company $16,000, without a fixed term of
repayment. Imputed interest in the amount of $ 1,447 has been
included in additional paid in capital.
5. SUBSEQUENT EVENTS
There have been no subsequent events since April 30, 2010 through
the date of this filing.
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations
This 10-Q contains forward-looking statements. Our actual results
could differ materially from those set forth as a result of general
economic conditions and changes in the assumptions used in making
such forward-looking statements. The following discussion and
analysis of our financial condition and results of operations should
be read together with the audited consolidated financial statements
and accompanying notes and the other financial information appearing
elsewhere in this report. The analysis set forth below is provided
pursuant to applicable Securities and Exchange Commission
regulations and is not intended to serve as a basis for projections
of future events. Refer also to "Cautionary Note Regarding Forward
Looking Statements" and "Risk Factors" below.
The following discussion and analysis provides information which
management of Gold Dynamics Corp. (the "Company") believes to be
relevant to an assessment and understanding of the Company's results
of operations and financial condition. This discussion should be
read together with the Company's financial statements and the notes
to financial statements, which are included in this report.
Caution about Forward-Looking Statements
This management's discussion and analysis or plan of operation
should be read in conjunction with the financial statements and
notes thereto of the Company for the quarter ended April 30, 2010.
Because of the nature of a relatively new and growing company the
reported results will not necessarily reflect the future.
This section includes a number of forward-looking statements that
reflect our current views with respect to future events and
financial performance. Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate,
intend, project and similar expressions, or words which, by their
nature, refer to future events. You should not place undue certainty
on these forward-looking statements, which apply only as of the date
of this prospectus. These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to
differ materially from historical results or our predictions.
Overview
Gold Dynamics Corp.'s primary operations began in April 2006. The
Company intends to change its focus of primary operations from a
producer of vitamin infused alcoholic beverages to exploration of
mining opportunities . As part of the change in operations, the
Company has undergone a name change from Vita Spirits Corp. to Gold
Dynamics Corp. to better reflect the Company's new focus.
We anticipate that in orderfor us to begin exploration into the mining
industry, we will needto raise additional capital. We currently do
not have any specific plans to raise these funds.
Results of Operations
Nine Months Ended April 30, 2010 Compared to April 30, 2009
The Company experienced general and administration expenses of
$15,000 for the nine month period ended April 30, 2010. General and
administrationexpenses for this period are attributed to an increase
in professional fees.
For the nine month period ended April 30, 2010 the company
experienced a net loss of $15,465 compared to a loss of $2,000 for
the nine months ended April 30, 2009.
Liquidity and Capital Resources
During the nine month period ended April 30, 2010, the Company had
no working capital needs. As of April 30, 2010, the Company has cash
on hand in the amount of $3,059. Management does not expect that the
current level of cash on hand will be sufficient to fund our
operations for the next twelve month period. In the event that
additional funds are required to maintain operations, our officers
and directors have agreed to advance us sufficient capital to allow
us to continue operations. We may also be able to obtain loans from
our shareholders, but there are no agreements or understandings in
place currently.
We believe we will require additional funding to expand our business
and ensure its future profitability. We anticipate that any
additional funding will be in the form of equity financing from the
sale of our common stock. However, we do not have any arrangements
in place for any future equity financing. In the event we are not
successful in selling our common stock, we may also seek to obtain
short-term loans from our director.
Item 3. Quantitative Disclosures About Market Risks
Not applicable
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the
participation of our management, including our principal executive
officer and principal financial officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) of the Exchange Act (defined below)). Based upon that
evaluation, our principal executive officer and principal financial
officer concluded that, as of the end of the period covered in this
report, our disclosure controls and procedures were not effective to
ensure that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") is recorded, processed, summarized and reported within the
required time periods and is accumulated and communicated to our
management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions
regarding required disclosure.
Our management, including our principal executive officer and
principal financial officer, does not expect that our disclosure
controls and procedures or our internal controls will prevent all
error or fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met. Further, the design of
a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative
to their costs. Due to the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been
detected. Accordingly, management believes that the financial
statements included in this report fairly present in all material
respects our financial condition, results of operations and cash
flows for the periods presented.
Changes in Internal Control over Financial Reporting
In addition, our management with the participation of our Principal
Executive Officer and Principal Financial Officer have determined
that no change in our internal control over financial reporting
occurred during or subsequent to the quarter ended January 31, 2009
that has materially affected, or is (as that term is defined in
Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of
1934) reasonably likely to materially affect, our internal control
over financial reporting.
PART II: OTHER INFORMATION
Items 1. Legal Proceedings
We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any
material proceeding or pending litigation. There are no proceedings
in which any of our directors, officers or affiliates, or any
registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our interest.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
None
Item 5 Other Information
None
Item 6: Exhibits
(a) The following exhibit is filed as part of this report:
31.1 Certification of Principal Executive Officer and
Principal Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Executive Officer and
Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized October 6, 2010
October 6, 2010
/s/ Tie Ming Li__________________
Mr. Tie Ming Li, President