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, 2011
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from _____________________
Commission File No. 333-136981
Gold Dynamics Corp.
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(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
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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 March 10, 2011 was 138,450,000
shares.
1
Part I - FINANCIAL INFORMATION
Gold Dynamics Corp.
(A Development Stage Company)
Balance Sheets
January 31, July 31, 2010
2011 (Audited)
(Unaudited)
Assets
Current Assets - Cash and Cash $63 $2,063
Equivalents
$63 $2,063
TOTAL ASSETS
Liabilities
Current Liabilities
Accounts Payable and Accrued $11,230 $11,630
Liabilities - Related
Party
Loan from Related Party $16,000 $16,000
TOTAL CURRENT LIABILITIES $27,230 $27,630
Stockholders' Equity - Common
Stock
Preferred Stock, $0.001 par value -0- -0-
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, 4,000,000
at par value 0.0125 as at
November 12, 2009 and 53,250,000
shares issued and outstanding,
respectively 500,000,000
authorized, 138,450,000 issued
and outstanding as at January 103,250 103,250
31, 2011
Additional Paid-in Capital (25,197) (25,601)
Deficit accumulated during the $(105,220) $(103,216)
developmental stage
TOTAL STOCKHOLDERS' DEFICIT $(27,167) $(25,567)
TOTAL LIABILITIES AND $63 $2,063
STOCKHOLDERS' DEFICIT
The accompanying notes are an integral part of these financial
statements.
Gold Dynamics Corp.
(A Development Stage Company)
Statement of Operations
(Unaudited)
Three Months Three Months Six Months Six Months April 17, 2006
Ended January Ended January Ended January Ended January (Inception) to
31, 2011 31, 2010 31, 2011 31, 2010 January 31, 2011
General and
Administrative
Expenses
Filing Fees - $400 - $400 $7,038
Professional Fees - $29,400 $1,600 $29,400 $71,404
Consultation Fees - - - - $15,000
Bank Charges and $202 $844 $404 $1,046 $3,223
Interest
Management Fees - - - - $1,355
Rent - - - - $7,200
Net (loss) for the $(202) $(30,644) $(2,004) $(30,846) $(105,220)
period
Net (loss) per 0.00 0.00 0.00 0.00 0.00
share - Basic and
Diluted
Weighted Average 103,250,000 103,520,000 103,250,000 103,520,000
Shares Outstanding
- Basic and Diluted
The accompanying notes are an integral part of these financial
statements.
Gold Dynamics Corp.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
For the For the April 17,
Six Months Six Months 2006
Ended Ended (Inception)
January 31, January 31, to January
2011 2010 31, 2011
Cash Flow from
Operating Activities
Net loss for the $(2,004) $(30,846) $(105,220)
Period
Adjustments to
reconcile net loss to
net cash
Used in operating - - -
activities
Imputed interest $404 $404 $2,053
Changes in accounts $(400) $(1,250) $11,230
payable and accrued
liabilities
Net Cash Flow Used in $(2,000) $(31,692) $(91,937)
Operating Activities
Financing Activities
Additional Paid in - - $(25,399)
Capital
Proceeds from - - $16,000
shareholder loan
Proceeds from Bank - - -
Overdraft
Proceeds from sale of
common stock - $50,000 $101,399
Net Cash Flow $50,000 $92,000
Provided by Financing
Activities
Net change in cash $(2,000) $18,308 $63
Cash, Beginning of $2,063 $14 -
Period
Cash, End of Period $63 $18,322 $63
The accompanying notes are an integral part of these financial
statements.
Gold Dynamics Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended January 31, 2011
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Gold
Dynamics formerly known as Vita Spirits Corp., formerly known as
Revo Ventures Inc, have been prepared in accordance with accounting
principles generally accepted in the United States of America and
the rules of the Securities and Exchange Commission, and should be
read in conjunction with Gold Dynamics Corp. audited 2010 annual
financial statements and notes thereto filed with the SEC on form
10-K. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of
financial position and the result of operations for the interim
periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial
statements, which would substantially duplicate the disclosure
required in Gold Dynamics 2010 annual financial statements have been
omitted.
The Company's primary operations began in April 2006. The Company
intends to change its primary operations from an e-commerce focus to
a producer of vitamin infused alcoholic beverages. As part of the
change in operations, the Company has undergone a name change from
Revo Ventures Inc. to Vita Spirits Corp.to Gold Dynamics Corp. to
better reflect the Company's new focus.
Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Recent Accounting Pronouncements
In June 2009 the FASB established the Accounting Standards
Codification ("Codification'" or "ASC") as the source of
authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting
principles in the United States ("GAAP"). Rules and interpretive
releases of the Securities and Exchange Commission issued under
authority of federal securities laws are also sources of GAAP for
SEC registrants. Existing GAAP was not intended to be changed as a
result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the
guidance is organized and presented.
Statement of Financial Accounting Standards ("SFAS'") SFAS No. 165
(ASC Topic 855), "Subsequent Events", SFAS No. 166 (ASC Topic 810),
"Accounting for Transfers of Financial Assets-an Amendment of FASB
Statement No. 140", SFAS No. 167 (ASC Topic 810), "Amendments to
FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC Topic 105),
"The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles-a replacement of FASB
Statement No. 162" were recently issued. SFAS No. 165, 166, 167, and
168 have no current applicability to the Company or their effect on
the financial statements would not have been significant.
Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820),
which amends Fair Value Measurements and Disclosures - Overall, ASU
No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue
arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue
Arrangements that include Software Elements, and various other ASU's
No. 2009-2 through ASU No. 2009-15 which contain technical
corrections to existing guidance or affect guidance to specialized
industries or entities were recently issued. These updates have no
current applicability to the Company or their effect on the
financial statements would not have been significant.
The Company does not expect that adoption of these or other recently
issued accounting pronouncements will have a material impact on its
financial position, results of operations or cash flows.
Recently Issued Accounting Standards
In August 2009, the FASB issued an amendment to the accounting
standards related to the measurement of liabilities that are
recognized or disclosed at fair value on a recurring basis. This
standard clarifies how a company should measure the fair value of
liabilities and that restrictions preventing the transfer of a
liability should not be considered as a factor in the measurement of
liabilities within the scope of this standard. This standard was
effective for the Company on October 1, 2009. The Company does not
expect the impact of its adoption to be material to its financial
statements.
In October 2009, the FASB issued an amendment to the accounting
standards related to the accounting for revenue in arrangements with
multiple deliverables including how the arrangement consideration
is allocated among delivered and undelivered items of the
arrangement. Among the amendments, this standard eliminated the use
of the residual method for allocating arrangement considerations and
requires an entity to allocate the overall consideration to each
deliverable based on an estimated selling price of each individual
deliverable in the arrangement in the absence of having
vendor-specific objective evidence or other third party evidence of
fair value of the undelivered items. This standard also provides
further guidance on how to determine a separate unit of accounting
in a multiple-deliverable revenue arrangement and expands the
disclosure requirements about the judgments made in applying the
estimated selling price method and how those judgments affect the
timing or amount of revenue recognition. This standard, for which
the Company is currently assessing the impact, will become effective
for the Company on January 1, 2011.
In October 2009, the FASB issued an amendment to the accounting
standards related to certain revenue arrangements that include
software elements. This standard clarifies the existing accounting
guidance such that tangible products that contain both software and
non-software components that function together to deliver the
product's essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards.
Accordingly, sales of these products may fall within the scope of
other revenue recognition standards or may now be within the scope
of this standard and may require an allocation of the arrangement
consideration for each element of the arrangement. This standard,
for which the Company is currently assessing the impact, will become
effective for the Company on January 1, 2011.
2. GOING CONCERN
Gold Dynamics 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 $ 105,220 and has insufficient
working capital to meet operating needs for the next twelve months
as of January 31, 2011, all of which raise substantial doubt about
Vita's ability to continue as a going concern.
3. COMMON STOCK TRANSACTIONS
On July 14, 2006, the Company sold 5,000,000 common shares at $0.001
per share to the sole director of the Company for total proceeds of
$5,000.
On May 6, 2007, the Company sold 2,100,000 common shares pursuant to
a registration statement at $0.01 per share for total proceeds of
$21,000.
On April 22, 2008, the Company approved a forward split a 15 for 2
forward stock split to our stockholders of record as of April 23,
2008. The Company increased the authorized shares from 50,000,000 to
75,000,000. The Company did not change the par value of the shares.
All references to share value in these financial statements have
been restated to reflect this split. Subsequent to the forward split,
the Company had 53,250,000 common shares issued and outstanding.
On November 12, 2009, the Company sold 4,000.000 common shares at
$ 0.0125 per share to an investor for the total proceeds of $50,000.
4. RELATED PARTY TRANSACTIONS
An officer has loaned the Company $16,000, without a fixed term of
repayment. Imputed interest in the amount of $ 2,053 has been
included in additional paid in capital.
5. SUBSEQUENT EVENTS
There have been no subsequent events since January 31, 2011 through
the date of this filing.
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations
This 10-Q contains forward-looking statements. Our actual results
could differ materially from those set forth as a result of general
economic conditions and changes in the assumptions used in making
such forward-looking statements. The following discussion and
analysis of our financial condition and results of operations should
be read together with the audited consolidated financial statements
and accompanying notes and the other financial information appearing
elsewhere in this report. The analysis set forth below is provided
pursuant to applicable Securities and Exchange Commission
regulations and is not intended to serve as a basis for projections
of future events. Refer also to "Cautionary Note Regarding Forward
Looking Statements" and "Risk Factors" below.
The following discussion and analysis provides information which
management of Vita Spirits 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, 2011.
Because of the nature of a relatively new and growing company the
reported results will not necessarily reflect the future.
This section includes a number of forward-looking statements that
reflect our current views with respect to future events and
financial performance. Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate,
intend, project and similar expressions, or words which, by their
nature, refer to future events. You should not place undue certainty
on these forward-looking statements, which apply only as of the date
of this prospectus. These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to
differ materially from historical results or our predictions.
Overview
Gold Dynamics Corp.'s primary operations began in April 2006. The
Company intends to change its focus of primary operations from a
producer of vitamin infused alcoholic beverages to exploration of
mining opportunities . As part of the change in operations, the
Company has undergone a name change from Vita Spirits Corp. to Gold
Dynamics Corp. to better reflect the Company's new focus.
We anticipate that in orderfor us to begin exploration into the mining
industry, we will needto raise additional capital. We currently do
not have any specific plans to raise these funds.
Results of Operations
Six Months Ended January 31, 2011 Compared to January 31, 2010.
The Company experienced general and administration expenses of
$2,004 and $30,846 for the six month periods ended January 31, 2011
and 2010, respectively. The decrease in general and administration
expenses for this period are attributed to a decrease in professional
fees.
For the six month period ended January 31, 2011, the company
experienced a net loss of $2,004 compared to a loss of $30,846 for the
six months ended January 31, 2010.
Liquidity and Capital Resources
During the six month period ended January 31, 2011, the Company
had no working capital needs. As of January 31, 2011, the Company
has cash on hand in the amount of $63. 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, 2011
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 March__, 2011
March 10, 2011
/s/ Tie Ming Li__________________
Mr. Tie Ming Li, President