U.S. Securities and Exchange Commission

 

Washington, D.C. 20549

 

 

 

FORM 10-Q/A

 

 

 

[ 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, 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.

 

---------------------------------------------

 

(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)

 

 

 

-------------------------

 

(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 January 3, 2012 was 138,450,000 shares.

 

Explanatory Note: This Form 10-Q is amended to disclose and confirm that the Company's interim quarterly financial statements for the six month period ending have been reviewed and approved by the Company's auditor.

 

1

 

Part I - FINANCIAL INFORMATION

 

Gold Dynamics Corp.
(A Development Stage Company)
Balance Sheets
												October 31,		July 31
												2011		2011
												(Unaudited)		(Audited)
ASSETS
Current Assets
	Cash and Cash Equivalents											$                   -		$               -
	TOTAL CURRENT ASSETS											-		-
TOTAL ASSETS												$                   -		$               -
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
	Accounts Payable and Accrued Liabilities											$         21,495		$      14,480
	Shareholder Loan											15,937		15,937
TOTAL CURRENT LIABILITIES												37,432		30,417
Stockholders' Deficit
Preferred Stock, $0.001 par value
50,000,000 authorized, none issued and outstanding
Common stock, Authorized : 50,000,000, common shares
$0.01 par value, 103,250,000 issued and outstanding as
at July 31, 2011 and 2010
												103,250		103,250
Additional paid in capital												(24,591)		(24,793)
(Deficit) accumulated during the development stage												(116,091)		(108,874)
TOTAL STOCKHOLDERS' DEFICIT												(37,432)		(30,417)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT												$                  0		$               -
See Accompanying Notes to Financial Statements

 

 

Gold Dynamics Corp.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
										April 17, 2006
						For the Three Months  Ended				(Inception) to
						October 31,		October 31,		October 31,
						2011		2010		2011
Cash flow from Operating Activities
	Net loss					$            (7,217)		$           (1,802)		$     (116,091)
Adjustments to reconcile net loss to net cash
	used in operating activities:					-
	Imputed interest					202		202		2,659
Changes in:
	Accounts payable and accrued liabilities					7,015		(400)		21,495
Net cash used for operating activities						-		(2,000)		(91,937)
Financing Activities
	Additional Paid in Capital					-		-		(25,399)
	Proceeds from shareholder loan					-		-		15,937
	Proceeds from Bank Overdraft							-
	Proceeds from sale of common stock					-		-		101,399
Net cash provided by financing activities						-		-		91,937
Net change in cash						-		(2,000)		0
Cash, Beginning of Period						-		2,063		-
Cash,  End of Period						$                     -		$                  63		$                 0
See Accompanying Notes

 

Gold Dynamics Corp.
(A Development Stage Company)
Statements of Operations
(Unaudited)
										April 17, 2006
							Three Months Ended			(Inception) to
							October 31,		October 31,	October 31,
							2011		2010	2011
General and Administration Expenses
	Professional Fees						$        7,015		$        1,600	$        81,669
	Consultation Fees						-		-	$        15,000
	Management Fees						-		-	1,355
	Filing Fee						-		-	7,038
	Rent						-		-	7,200
	Bank charges and interest						202		202	3,829
							7,217		1,802	116,091
Net (loss) for the period							$       (7,217)		$       (1,802)	$    (116,091)
Net (loss) per share
	Basic and diluted						$         (0.00)		$         (0.00)	$          (0.00)
Weighted Average Number of Common
	Shares Outstanding  - Basic and Diluted						103,250,000		103,520,000
See Accompanying Notes to Financial Statements

 

 

 

Gold Dynamics Corp.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

For the Three Months Ended October 31, 2011

 

 

1.                  UNAUDITED INFORMATION

 

The consolidated balance sheet of Gold Dynamics Corp. (the “Company”) as of  October 31, 2011, and the statements of operations  and cash flows for the three then ended  , have not been audited.  However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments) which are necessary to properly reflect the financial position of the Company as of October 31, 2011, and the results of operations for the three months ended  October 31, 2011.

 

Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading.  Interim period results are not necessarily indicative of the results to be achieved for an entire year.  These financial statements should be read in conjunction with the financial  statements and notes to financial statements included in the Company’s financial statements as filed on Form 10-K for the fiscal year ended October 31, 2011.

 

2.                  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 2011 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 2011 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

 

The Company does not expect that adoption of recently issued accounting pronouncements will have a material impact on its financial position, results of operations or cash flows.

 

 

3.         GOING CONCERN 

Gold Dynamic’s 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 $ 116,091 and has insufficient working capital to meet operating needs for the next twelve months as of October 31, 2011, all of which raise substantial doubt about Vita's ability to continue as a going concern.

4.         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. As of July 31, 2010, total common share authorized is 500,000,000.

 

Common share issued and outstanding for the same period is 103,250,000.

5.         RELATED PARTY TRANSACTIONS      

An officer has loaned the Company $15,937, without a fixed term of repayment. Imputed interest in the amount of $ 2,659 has been included in additional paid in capital.

6.         SUBSEQUENT EVENTS                 

There have been no subsequent events since October 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 April 30, 2009. 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

 

Three Months Ended October 31, 2011 Compared to October 31, 2010

 

The Company experienced general and administration expenses of $7,217 and $1,802 for the three month periods ended October 31, 2011 and 2010, respectively. The increase in general and administration expenses for this period are attributed to an increase in professional fees.

 

For the three month period ended October 31, 2011, the company experienced a net loss of $7,217 compared to a loss of $1,802 for the three months ended October 31, 2010.

 

Liquidity and Capital Resources

 

During the three month period ended October 31, 2011, the Company had no working capital needs. As of October 31, 2011, 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, 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 January 3, 2012

 

 

 

 

 

January 3, 2012

/s/ Tie Ming Li__________________

 

 

Mr. Tie Ming Li, President