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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


Form 10-Q


[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended January 31, 2014


[   ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________


Commission file number  333-189550




DINAMO CORP.

(Exact name of small business issuer as specified in its charter)


 

Nevada

(State or other jurisdiction of incorporation or organization)

3990

 (Primary Standard Industrial Classification Number)

33-1227831

 (IRS Employer

Identification Number)

 


35 Frensham Walk, Farnham Common, Slough, Buckinghamshire SL2 3QF, UK

(Address of principal executive offices)


+ 44 161 2983401

(Issuer's telephone number)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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 þ       No o



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. (Check one):

 

Large accelerated filer o

Large accelerated filer o

Non-accelerated filer o

Smaller reporting company þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o       No þ


State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   5,650,000 common shares issued and outstanding as of September 10, 2014.






DANAMO CORP.


QUARTERLY REPORT ON FORM 10-Q


TABLE OF CONTENTS


  

  

Page

PART I

 FINANCIAL INFORMATION:

 

 

 

 

Item 1.

Consolidated Financial Statements (unaudited)

3

 

 

 

 

Balance Sheets as of July 31, 2014 (unaudited) and April 30, 2014 (audited)

4

 

 

 

 

Statement of Operations (unaudited) for the three months ended

July 31, 2014 and July 31, 2013)

5

 

 

 

 

Statement of Cash Flows (unaudited) for the three months ended

July 31, 2014 and July 31, 2013

6

 

 

 

 

Notes to the Financial Statements (unaudited)

7

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

 

  

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

13

 

 

 

Item 4.

Controls and Procedures

13

 

 

 

PART II

OTHER INFORMATION:

 

 

 

 

Item 1.

Legal Proceedings

14

 

 

 

Item 1A

Risk Factors

14

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

14

 

 

 

Item 3.

Defaults Upon Senior Securities

14

 

 

 

Item 4.

Submission of Matters to a Vote of Securities Holders

14

 

 

 

Item 5.

Other Information

14

 

 

 

Item 6.

Exhibits

15

 

 

 

 

 Signatures

 

 

 

2




PART 1 – FINANCIAL INFORMATION


Item 1.  Financial Statements


The accompanying interim financial statements of Dinamo Corp. (the “Company”),, have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.


In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.


3





DINAMO CORP.

BALANCE SHEETS





 

 

 

  

  

July 31,

2014

(Unaudited)

 

 

 


April 30,

2014

(Audited)

  

 

 

 

 

 

 

 

 

ASSETS 

  

 

 

  

  

 

  

Current 

  

 

 

  

  

 

  

Cash and cash equivalents 

$

5,615

 

  

$

5,736

  

Prepaid Expenses

 

11,264

 

  

$

15,055

  

Total Current Assets

 

16,879

 

 

 

20,791

 

 

 

 

 

 

 

 

 

 Total Assets

$

16,879

 

 

$

20,791

  

 

 

 

 

 

 

 

 

LIABILITIES 

  

 

 

  

  

 

  

Current 

  

 

 

  

  

 

  

Accounts Payable

$

4,500

 

 

$

 

 

Loan from director

 

8,200

 

  

 

8,200

 

 Total Liabilities

12,700

 

 

$

8,200

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY 

  

 

 

  

  

 

  

 

 

 

 

 

 

 

 

Share Capital 

  

 

 

  

  

 

  

Authorized: 

  

 

 

  

  

 

  

75,000,000 common shares with a par value of $0.001 per share 

  

 

 

  

  

 

  

 

 

 

 

 

 

 

 

Issued:

 

 

 

 

 

 

 

5,650,000 and 5,650,000 shares issued and outstanding respectively

  

5,650

 

  

  

5,650

 

Additional paid-in capital 

  

21,850

 

  

  

21,850

 

Accumulated Deficit

  

(23,321)

 

 

  

(14,909

)

 Total Stockholders’ Equity

$

4,179

 

 

$

12,591

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total Liabilities and Stockholders’ Equity

$

16,879

 

  

$

20,791

 





See accompanying notes to unaudited financial statements.


4







DINAMO CORP.

STATEMENT OF OPERATIONS

 (Unaudited)




 

 

Three  Months  Ended

July 31, 2014

 

Three  Months  Ended

July 31, 2013

REVENUES

$

-

$

-

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

General and Administrative Expenses

 


8,412

 


6,547

TOTAL OPERATING EXPENSES

 


8,412

 


6,547

NET LOSS FROM OPERATIONS

 

(8,412)

 

(6,547)

PROVISION FOR INCOME TAXES

 


-

 


-

 

 

 

 

 

NET LOSS

$

(8,412)

$

(6,547)

 

 

 

 

 

BASIC AND DILUTED LOSS PER SHARE


$


0


$


0


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 



5,650,000

 



4,500,000












See accompanying notes to unaudited financial statements.


5








DINAMO CORP.

STATEMENT OF CASH FLOWS

 (Unaudited)




 

 

 

Three Months  Ended

July 31, 2014

 

Three Months  Ended

July 31, 2013

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

$

(8,412)

$

(6,547)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

   Prepaid Expenses

 

3,791

 

 

 

Accounts Payable

 

4,500

 

 

 

Net cash used in operating activities

 

(121)

 

(6,547)

 

 

 

 

 

 

Cash flows from  financing activities:

 

 

 

 

 

Loans payable

 

-

 

2,200

 

Net cash provided by financing activities

 

-

 

2,200

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Net cash provided by investing g activities

 

-

 

-

 

 

 

 

 

 

Net decrease in cash

 

(121)

 

(4,347)

 

 

 

 

 

 

Cash, beginning of the period

 

5,736

 

4,549

 

 

 

 

 

 

Cash, end of the period

$

5,615

$

202




See accompanying notes to unaudited financial statements.



6







DINAMO CORP.

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2014

(Unaudited)


NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS


Dinamo Corp. was incorporated in the State of Nevada on March 25, 2013. Our company was formed to develop redemption machines (Bad Pirates, Treasure diver). Dinamo Corp. will then distribute these redemption machines to clients. The machines can be adjusted to different voice and language settings as well as program the clients’ own script. This allows for co-branding when used to advertise where conveniently placed. Our machines can be programmed and sound in different languishes that can allow owners to promote some special while it is being used.


NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES


Basis of Presentation


        


Accounting Basis


The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted an April 30 fiscal year end.


Cash and Cash Equivalents


The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $5,615 of cash as of July 31, 2014.


Fair Value of Financial Instruments


The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.


Income Taxes


Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.


Use of Estimates


The preparation of 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 the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

7




DINAMO CORP.

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2014

(Unaudited)



NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)



Revenue Recognition


The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.


Stock-Based Compensation


Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Basic Income (Loss) Per Share


Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2014.


Comprehensive Income


The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity.  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.



Recent Accounting Pronouncements


The Company reviews new accounting standards as issued.

On June 10, 2014 FASB has issued ASU 2014-10, which removes the concept of a development stage entity (DSE) from U.S. GAAP, eliminating all incremental reporting requirements (such as providing inception-to-date information) for such entities. The ASU 2014-10 will be applied retrospectively and will be effective for public business entities in interim and annual periods beginning after December 15, 2014. Early adoption is permitted. These standards have been applied to the financial statements period ended July 31, 2014.



NOTE 3 – LOAN FROM DIRECTOR

 

 

July 31,

2014

 

April 30,

2014

 

 

 

 

 

Loan

$

8,200

$

8,200

 

$

8,200

$

8,200


Loan outstanding to the Director is $8,200 as of July 31, 2014. This loan is non-interest bearing, unsecured, and due on demand.

8




DINAMO CORP.

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2014

(Unaudited)


NOTE 4 – COMMON STOCK


The Company has 75,000,000, $0.001 par value shares of common stock authorized.


On April 30, 2013, the Company issued 4,500,000 shares of common stock to a director for cash proceeds of $4,500 at $0.001 per share.


Between December 2013 and March 2014, the Company sold 1,150,000 shares of common stock for cash proceeds of $23,000 at $0.02 per share.


There were 5,650,000 shares of common stock issued and outstanding as of July 31, 2014.


NOTE 5 – COMMITMENTS AND CONTINGENCIES


The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.


NOTE 6 – INCOME TAXES


As of July 31, 2014, the Company had net operating loss carry forwards of approximately $23,321 that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.


The provision for Federal income tax consists of the following:


 

 

 

July 31, 2014

Federal income tax benefit  attributable to:

 

Current Operations

$             2,860

Less: valuation allowance

(2,860)

Net provisions for Federal income taxes

$                    -


9




DINAMO CORP.

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2014

(Unaudited)


The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:


 

July 31, 2014

Deferred tax asset attributable to:

 

Net operating loss carryover

$             7,929

Less: valuation allowance

(7,929)

Net deferred tax asset

$                    0


Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $23,321 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.


NOTE 7 – GOING CONCERN


The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company had no revenues as of July 31, 2014.  The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  


Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.


10







ITEM 2.

MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FORWARD LOOKING STATEMENT NOTICE


Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.


Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.


GENERAL

 

Dinamo Corp. was incorporated in the State of Nevada as a for-profit company on March 25, 2013 and established a fiscal year end of April 30. We do not have revenues, have minimal assets and have incurred losses since inception. We are in the development-stage and intend to develop and distribute our product to the redemption and entertainment industry. To date, we have had limited operations. We have developed our business plan, and executed Contract with PW Cosmet K osiński Zbigniew, where we engage "COSMET as an independent contractor for the specific purpose of developing, manufacturing and supplying products for us. Our operations to date have been merely preparatory and have not generated any revenues.

 

PRODUCT


Dinamo Corp. has executed Contract on 27th day of March 2013, with "COSMET", manufacturing company having a principal office in Torun, Poland. According to the agreement, "COSMET" has agreed to develop, manufacture and supply us with redemption machines (Bad Pirates, Treasure diver). Dinamo Corp. will then distribute these redemption machines to their clients. The machines can be adjusted to different voice and language settings as well as program the clients’ own script. This allows for co-branding when used to advertise where conveniently placed. We are not going to be involved in co-branding but the owners can use it as an advertising tool if needed.

 

The redemption machines will have MP3 sound, adjustable to selection of languages, standard programmable coin acceptor for any currency coins or tokens, compatible with most bill acceptors and ticket dispensers. The redemption machines are coin operated: players insert coin/token/bill, press start button and play the game. Dinamo Corp. may expand its line of products in the future by incorporating additional coin-operated amusement games for all ages. We plan to distribute the product line which consists of:






11





Bad Pirates


“Bad Pirates” is the pirate themed funny and attractive double or single player game. Players just press the buttons on the desktop to fire the cannons to try and hit as many rotating “bad pirates” figures as they can in the specified time to win tickets. It is our subjective belief that comic-style artwork along with great audio and visual effects all in the eye catching, colorful cabinet will make Bad Pirates an irresistible redemption game.

 

Treasure diver


“Treasure Diver” is the redemption game deep sea treasure hunting theme. The goal of the game is to catch a prize by controlling the diver figure in desired time then the hook drops down automatically and picks up a prize.

 


RESULTS OF OPERATIONS


We are in thedevelopment stage and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.


THREE MONTHS PERIOD ENDED JULY 31, 2014 AND JULY 31, 2014


Our net loss for the three months period ended July 31, 2014 and 2013 were $8,412, and $6,547 respectively. During the three month period ended July 31, 2014 we have not generated any revenue.


During the three months period ended July 31, 2014 and 2013 our operating expenses were bank service charges and professional fees. The weighted average number of shares outstanding was 5,650,000 for the three months period ended July 31, 2014 and 4,500,000 for the three months period ended July 31, 2013.


LIQUIDITY AND CAPITAL RESOURCES


THREE MONTHS PERIOD ENDED JULY 31, 2014


As at July 31, 2014, our total assets were $16,879. Total assets were comprised of $5,615 in cash and prepaid expenses of $11,264. As at July 31, 2014, our current liabilities were $12,700. Stockholders’ equity was $4,179.


CASH FLOWS FROM OPERATING ACTIVITIES


We have not generated positive cash flows from operating activities. For the three months period ended July 31, 2014, net cash flows used in operating activities was $(121).


CASH FLOWS FROM INVESTING ACTIVITIES


For the three months period ended July 31, 2014, we did not have any cash flows used in investing activities.


12






CASH FLOWS FROM FINANCING ACTIVITIES


We have financed our operations primarily from either advancements or the issuance of equity. For the three months period ended July 31, 2014, we did not have any cash flows provided or used in financing activities.


PLAN OF OPERATION AND FUNDING


Our cash reserves are not sufficient to meet our obligations for the next twelve month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of shares of our common stock. We may also seek to obtain short-term loans from our directors or unrelated parties. Jolanta Gajdzis, our president and director, may lend us funds. However, Ms. Gajdzis has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.

 

GOING CONCERN


The independent auditors' audit report accompanying our April 30, 2014 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.


OFF-BALANCE SHEET ARANGEMENTS


As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


None


ITEM 4. CONTROLS AND PROCEDURES


The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.

 

The Company’s management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.



Changes in Internal Controls over Financial Reporting


There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


13







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 SECURITES


None


ITEM 4.

SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS


None


ITEM 5.

OTHER INFORMATION


None


ITEM 6.

EXHIBITS


The following exhibits are included as part of this report by reference:


 

 

 

31.1 

 

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 

 

 

31.2 

 

Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

  

 

 

32.1 

 

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.



14






SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Farnham Common, United Kingdom, on September 10, 2014.

 

 

DINAMO CORP.

 

 

 

 

By:

/s/  Jolanta Gajdzis

 

 

Name:

Jolanta Gajdzis

 

 

Title:

President and Treasurer

 

 

(Principal Executive, Financial and Accounting Officer)










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