UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2009
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 333-156154
GLOBAL DYNAMICS, CORP.
(Exact name of small business issuer as specified in its charter)
Delaware | 98-0593668 |
(State of incorporation) | (IRS Employer ID Number) |
c/o Margalit Yosef
43 Hakablan Street
Jerusalem, Israel 93874
(Address of principal executive offices)
972-(2)6515089
(Issuer's telephone number)
(Former name, former address and former 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 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |
Non-accelerated filer | ¨ | Smaller reporting company | x |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of October 5, 2009, 500,000,000 shares of common stock, par value $0.0001 per share, were outstanding.
TABLE OF CONTENTS
Page | |
PART I | |
Item 1. Financial Statements | F-1 |
Item 2. Management’s Discussion and Analysis or Plan of Operation | 3 |
Item 3 Quantitative and Qualitative Disclosures About Market Risk | 6 |
Item 4 Controls and Procedures | 6 |
PART II | |
Item 1. Legal Proceedings | 7 |
Item IA. Risk Factors | 7 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 7 |
Item 3. Defaults Upon Senior Securities | 7 |
Item 4. Submission of Matters to a Vote of Security Holders | 7 |
Item 5. Other Information | 7 |
Item 6. Exhibits | 8 |
2
GLOBAL DYNAMICS CORP.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
JUNE 30, 2009
Financial Statements- | ||||
Balance Sheet as of June 30, 2009 and December 31, 2008 | F-2 | |||
Statements of Operations for the Three Months and Six Months Ended | ||||
June 30, 2009, and Cumulative from Inception | F-3 | |||
Statement of Stockholders’ (Deficit) for the Period from Inception | ||||
Through June 30, 2009 | F-4 | |||
Statements of Cash Flows for the Six Months Ended June 30, 2009, | ||||
and Cumulative from Inception | F-5 | |||
Notes to Financial Statements June 30, 2009 | F-6 |
F-1
GLOBAL DYNAMICS CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF JUNE 30, 2009 AND DECEMBER 31, 2008
ASSETS
As of | As of | |||||||
June 30, | December 31, | |||||||
2009 | 2008 | |||||||
(Unaudited) | (Audited) | |||||||
Current Assets: | ||||||||
Cash | $ | 71,707 | $ | 282 | ||||
Total current assets | 71,707 | 282 | ||||||
Other Assets: | ||||||||
Patent, net of $1,230 amortization | 24,770 | 26,000 | ||||||
Deferred offering costs | - | 20,000 | ||||||
Total other assets | 24,770 | 46,000 | ||||||
Total Assets | $ | 96,477 | $ | 46,282 | ||||
LIABILITIES AND STOCKHOLDERS' (DEFICIT) | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 32,000 | $ | 29,611 | ||||
Loans from related parties - directors and stockholders | 37,500 | 28,000 | ||||||
Total current liabilities | 69,500 | 57,611 | ||||||
Total liabilities | 69,500 | 57,611 | ||||||
Commitments and Contingencies | ||||||||
Stockholders' Equity (Deficit): | ||||||||
Common stock, par value $.0001 per share, 200,000,000 shares authorized; 5,000,000 and 3,000,000 shares issued and outstanding, respectively | 500 | 300 | ||||||
Additional paid-in capital | 59,800 | - | ||||||
(Deficit) accumulated during the development stage | (33,323 | ) | (11,629 | ) | ||||
Total stockholders' equity (deficit) | 26,977 | (11,329 | ) | |||||
Total Liabilities and Stockholders' Equity (Deficit) | $ | 96,477 | $ | 46,282 |
The accompanying notes to financial statements
are an integral part of this balance sheet.
F-2
GLOBAL DYNAMICS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2009,
AND CUMULATIVE FROM INCEPTION (SEPTEMBER 2, 2008)
THROUGH JUNE 30, 2009
(Unaudited)
Three Months | Six Months | |||||||||||
Ended | Ended | Cumulative | ||||||||||
June 30, | June 30, | From | ||||||||||
2009 | 2009 | Inception | ||||||||||
Revenues | $ | - | $ | - | $ | - | ||||||
Expenses: | ||||||||||||
General and administrative- | ||||||||||||
Amortization | 615 | 1,230 | 1,230 | |||||||||
Professional fees | 18,294 | 21,670 | 31,781 | |||||||||
Legal - incorporation | - | - | 1,500 | |||||||||
Other | 156 | 241 | 259 | |||||||||
Total general and administrative expenses | 19,065 | 23,141 | 34,770 | |||||||||
(Loss) from Operations | (19,065 | ) | (23,141 | ) | (34,770 | ) | ||||||
Other Income (Expense) | 1,447 | 1,447 | 1,447 | |||||||||
Provision for Income Taxes | - | - | - | |||||||||
Net (Loss) | $ | (17,618 | ) | $ | (21,694 | ) | $ | (33,323 | ) | |||
(Loss) Per Common Share: | ||||||||||||
(Loss) per common share - Basic and Diluted | $ | (0.00 | ) | $ | (0.01 | ) | ||||||
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 4,274,725 | 3,640,884 |
The accompanying notes to financial statements are
an integral part of these statements.
F-3
GLOBAL DYNAMICS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' (DEFICIT)
FOR THE PERIOD FROM INCEPTION (SEPTEMBER 2, 2008)
THROUGH JUNE 30, 2009
(Unaudited)
(Deficit) | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Additional | During the | |||||||||||||||||||
Common stock | Paid-in | Development | ||||||||||||||||||
Shares | Amount | Capital | Stage | Totals | ||||||||||||||||
Balance - September 2, 2008 | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common stock issued for cash | 3,000,000 | 300 | - | - | 300 | |||||||||||||||
Net (loss) for the period | - | - | - | (11,629 | ) | (11,629 | ) | |||||||||||||
Balance - December 31, 2008 | 3,000,000 | $ | 300 | $ | - | $ | (11,629 | ) | $ | (11,329 | ) | |||||||||
Common stock issued for cash | 2,000,000 | 200 | 59,800 | - | 60,000 | |||||||||||||||
Net (loss) for the period | - | - | - | (21,694 | ) | (21,694 | ) | |||||||||||||
Balance - June 30, 2009 | 5,000,000 | $ | 500 | $ | 59,800 | $ | (33,323 | ) | $ | 26,977 |
The accompanying notes to financial statements are
an integral part of this statement.
F-4
GLOBAL DYNAMICS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2009,
AND CUMULATIVE FROM INCEPTION (SEPTEMBER 2, 2008)
THROUGH JUNE 30, 2009
(Unaudited)
Six Months | ||||||||
Ended | Cumulative | |||||||
June 30, | From | |||||||
2009 | Inception | |||||||
Operating Activities: | ||||||||
Net (loss) | $ | (21,694 | ) | $ | (33,323 | ) | ||
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||||||||
Amortization | 1,230 | 1,230 | ||||||
Changes in net liabilities- | ||||||||
Accounts payable and accrued liabilities | 2,389 | 22,000 | ||||||
Net Cash Used in Operating Activities | (18,075 | ) | (10,093 | ) | ||||
Investing Activities: | ||||||||
Acquisition and costs of patent | - | (26,000 | ) | |||||
Net Cash Used in Investing Activities | - | (26,000 | ) | |||||
Financing Activities: | ||||||||
Proceeds from common stock issued | 80,000 | 80,300 | ||||||
Deferred offering costs | - | (10,000 | ) | |||||
Loans from related parties - directors and stockholders | 9,500 | 37,500 | ||||||
Net Cash Provided by Financing Activities | 89,500 | 107,800 | ||||||
Net (Decrease) Increase in Cash | 71,425 | 71,707 | ||||||
Cash - Beginning of Period | 282 | - | ||||||
Cash - End of Period | $ | 71,707 | $ | 71,707 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | - | $ | - | ||||
Income taxes | $ | - | $ | - | ||||
Supplemental schedule of noncash investing and financing activities: | ||||||||
Accrual incurred for deferred offering costs | $ | - | $ | 10,000 |
The accompanying notes to financial statements are
an integral part of these statements.
F-5
GLOBAL DYNAMICS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009
(1) Summary of Significant Accounting Policies
Basis of Presentation and Organization
Global Dynamics Corp. (“Global Dynamics” or the “Company”) is a Delaware corporation in the development stage and has not commenced operations. The Company was incorporated under the laws of the State of Delaware on September 2, 2008. The business plan of the Company is to develop a commercial application of the design in a patent, “Right angle wrench socket wrench adaptor”. The Company also intends to enhance the existing prototype, and manufacture and market the product and/or seek third party entities interested in licensing the rights to manufacture and market the device. The accompanying financial statements of Global Dynamics were prepared from the accounts of the Company under the accrual basis of accounting.
The Company commenced a capital formation activity to submit a Registration Statement on Form S-1 to the Securities and Exchange Commissions (“SEC”) to register and sell in a self-directed offering 2,000,000 shares of newly issued common stock at an offering price of $0.04 for proceeds of up to $80,000. The Registration Statement on Form S-1 was filed with the SEC on December 16, 2008 and declared effective on January 13, 2009. As of June 30, 2009, the Company has issued 2,000,000 shares of common stock pursuant to the Registration Statement on Form S-1 and received proceeds of $80,000. The Company incurred $20,000 of offering costs related to this capital formation activity.
Unaudited Interim Financial Statements
The interim financial statements of the Company as of June 30, 2009, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2009, and the results of its operations and its cash flows for the periods ended June 30, 2009, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2009. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2008, filed with the SEC, for additional information, including significant accounting policies.
Cash and Cash Equivalents
For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Revenue Recognition
The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.
F-6
GLOBAL DYNAMICS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009
Loss per Common Share
Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended June 30, 2009.
Income Taxes
The Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income Taxes (“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the federal tax laws.
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Fair Value of Financial Instruments
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of June 30, 2009, the carrying value of accrued liabilities, and loans from directors and stockholders approximated fair value due to the short-term nature and maturity of these instruments.
Patent and Intellectual Property
The Company capitalizes the costs associated with obtaining a patent or other intellectual property associated with its intended business plan. Such costs are amortized over the estimated useful lives of the related assets.
Deferred Offering Costs
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.
F-7
GLOBAL DYNAMICS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. For the period ended June 30, 2009, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.
Common Stock Registration Expenses
The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are expensed as incurred.
Estimates
The financial statements are prepared on the basis of accounting principles generally accepted in the United States. 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 as of June 30, 2009, and expenses for the period ended June 30, 2009, and cumulative from inception. Actual results could differ from those estimates made by management.
Recent Accounting Pronouncements
In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009. The Company does not expect that the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operations.
In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The adoption of FSP FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities. This FSP is effective beginning with the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The Company adopted this FSP effective January 1, 2009. The adoption of the FSP had no impact on the Company’s results of operations, financial condition or cash flows.
F-8
GLOBAL DYNAMICS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009
In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157. Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan
assets and information about the inputs and valuation techniques used to develop the fair value
measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009. The Company does not expect that the adoption of FSP FAS 132(R)-1 will have a material impact on its financial condition or results of operations.
In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and FASB Interpretation 46 (revised December 2003), “Consolidation of Variable Interest Entities − an interpretation of ARB No. 51,” as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements. The changes would be effective March 1, 2010, on a prospective basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The Company is not required to adopt FSP EITF 03-6-1; nor does the Company believe that FSP EITF 03-6-1 would have material effect on its financial position and results of operations if adopted.
In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
F-9
GLOBAL DYNAMICS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. SFAS No. 161 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified
method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore,
the staff stated in SAB 107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.
F-10
GLOBAL DYNAMICS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009
(2) Development Stage Activities and Going Concern
The Company is currently in the development stage and has no operations. The business plan of the Company is to develop a commercial application of the design in a patent, “Right angle wrench socket wrench adaptor”. The Company also intends to enhance the existing prototype and manufacture and market the product and/or seek third party entities interested in licensing the rights to manufacture and market the device.
On September 23, 2008, the Company entered into a Patent Transfer and Sale Agreement whereby the Company acquired all of the rights, title and interest in the patent known as the “Right angle wrench socket wrench adaptor” for consideration of $26,000. The United States Patent Application 6,382,057 was granted on May 7, 2002.
The Company commenced a capital formation activity to submit a Registration Statement on Form S-1 to the Securities and Exchange Commission (“SEC”) to register and sell in a self-directed offering 2,000,000 shares of newly issued common stock at an offering price of $0.04 for proceeds of up to $80,000. The Registration Statement on Form S-1 was filed with the SEC on December 16, 2008 and declared effective on January 13, 2009. As of June 30, 2009, the Company has issued 2,000,000 shares of common stock pursuant to the Registration Statement on Form S-1 and received proceeds of $80,000. The Company incurred $20,000 of offering costs related to this capital formation activity.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of June 30, 2009, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
(3) Patent
On September 23, 2008, the Company entered into a Patent Transfer and Sale Agreement whereby the Company acquired all of the rights, title and interest in the patent known as the “Right angle wrench socket wrench adaptor” for consideration of $26,000. The United States Patent Application 6,382,057 was granted on May 7, 2002. Under the terms of the Patent Transfer and Sale Agreement, the Company was assigned rights to the patent free of any liens, claims, royalties, licenses, security interests or other encumbrances. The historical cost of obtaining the patent ($26,000) has been capitalized by the Company. The historical cost of the Patent will be amortized over its remaining useful life, which is estimated to be 10 years and 7 months.
(4) Loans from Related Parties - Directors and Stockholders
As of June 30, 2009, loans from directors and stockholders amounted to $37,500, and represented working capital advances from officers who are also stockholders of the Company. The loans are unsecured, non-interest bearing, and due on demand.
F-11
GLOBAL DYNAMICS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009
(5) Common Stock
On September 3, 2008, the Company issued 3,000,000 shares of its common stock to two individuals who are Directors and officers for proceeds of $300.
The Company commenced a capital formation activity to submit a Registration Statement on Form S-1 to the Securities and Exchange Commission (“SEC”) to register and sell in a self-directed offering 2,000,000 shares of newly issued common stock at an offering price of $0.04 for proceeds of up to $80,000. The Registration Statement on Form S-1 was filed with the SEC on December 16, 2008 and declared effective on January 13, 2009. As of June 30, 2009, the Company has issued 2,000,000 shares of common stock pursuant to the Registration Statement on Form S-1 and received proceeds of $80,000. The Company incurred $20,000 of offering costs related to this capital formation activity.
(6) Income Taxes
The provision (benefit) for income taxes for the period ended June 30, 2009, was as follows (assuming a 23% effective tax rate):
2009 | ||||
Current Tax Provision: | ||||
Federal- | ||||
Taxable income | $ | - | ||
Total current tax provision | $ | - | ||
Deferred Tax Provision: | ||||
Federal- | ||||
Loss carryforwards | $ | 4,990 | ||
Change in valuation allowance | (4,990 | ) | ||
Total deferred tax provision | $ | - |
The Company had deferred income tax assets as of June 30, 2009, as follows:
2009 | ||||
Loss carryforwards | $ | 7,664 | ||
Less - Valuation allowance | (7,664 | ) | ||
Total net deferred tax assets | $ | - |
The Company provided a valuation allowance equal to the deferred income tax assets for the period ended June 30, 2009, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.
As of June 30, 2009, the Company had approximately $33,323 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and which will expire by the year 2029.
F-12
GLOBAL DYNAMICS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009
(7) Related Party Transactions
As described in Note 4, on September 3, 2008, the Company issued 3,000,000 shares of its common stock to two individuals who are directors and officers for proceeds of $300.
As described in Note 4, as of June 30, 2009, the Company owed $37,500 to directors, officers, and principal stockholders of the Company for working capital loans.
(8) Commitments
On November 10, 2008, the Company entered into a Transfer Agent and Registrar Agreement with Nevada Agency and Trust Company (“NATCO”). NATCO will act as the Company’s transfer agent and registrar. Under the Agreement, the Company agreed to pay to NATCO initial fees amounting to $1,800 plus transaction fees.
(9) Concentration of Credit Risk
The Company’s cash and cash equivalents are invested in a major bank in Israel and are not insured. Management believes that the financial institution that holds the Company’s investments is financially sound. Accordingly, minimal credit risk exists with respect to these investments.
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Item 2. Management’s Discussion and Analysis or Plan of Operations.
As used in this Form 10-Q, references to the “Global Dynamics,” Company,” “we,” “our” or “us” refer to Global Dynamics, Corp. Unless the context otherwise indicates.
Forward-Looking Statements
The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
For a description of such risks and uncertainties refer to our Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 16, 2008. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Corporate Background
We were incorporated in Delaware on September 2, 2008 and are a development stage company. Our principal offices are located at 43 Hakablan Street, Jerusalem , Israel. Our telephone number is 972 (2) 6515089. Our registered office in Delaware is located at 113 Barksdale Professional Center, Newark, DE 19711, and our registered agent is Delaware Intercorp. Our fiscal year end is December 31.
Our Business
On September 23, 2008, we entered into an exclusive worldwide patent sale agreement (the "Patent Transfer and Sale Agreement ") with Appelfeld Zer Fisher, in relation to a patented technology (Patent Number: 6,382,057) for a right-angle wrench socket wrench adaptor. The technology presents the design and development of an adapter for adapting a right-angle wrench, such as an Allen wrench, to a socket wrench or ratchet handle in exchange for a commitment to pay Appelfeld Zer Fisher US $26,000, according to the condition specified in the Patent Transfer and Sale Agreement related to the Patent Number: 6,382,057.
The present invention generally relates to tool adapters, and in particular to adapters for adapting right angle wrenches for use with socket sets, such as the standard rectangular drive end of a ratchet handle. There are a multitude of applications where devices are tightened or loosened using hexagonal socket keys, or right angle wrenches, sometimes referred to as Allen wrenches. The Allen wrench is typically an extended piece of metal with an hexagonal cross section along its entire length. The wrench typically has the shape of an `L` and both ends of the piece may be used for tightening or loosening bolts or other items which have hexagonal recesses in their heads corresponding to the cross-sectional size of the specific Allen wrench.
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When using the Allen wrench for tightening a bolt where only a moderate amount of torque is necessary, a person can simply tighten the bolt while holding the Allen wrench in one hand. To get the maximum torque while tightening a bolt, the user typically holds on to the longer `L` section of the Allen wrench and uses the end of the shorter `L` section to engage the bolt head. When the bolt is located in crowded or narrow space, it can be necessary to hold on to the shorter portion of the Allen wrench while tightening the bolt, which typically results in tightening the bolt with less torque. In many mechanical applications, bolts must be tightened with a higher amount of torque than can be exerted by hand tightening without the use of additional tools. Accordingly, removing bolts tightened with tools requires tools to loosen as well.
The present invention is an adapter that accepts a standard right-angle wrench, such as an Allen wrench, that can be used with a socket wrench or ratchet handle. One aspect of the invention, an adapter for adapting right-angle wrenches to socket wrenches, comprises an upper adapter housing, a lower adapter housing which receives the upper adapter housing, and an insert portion insert able in the lower adapter housing. The upper adapter housing has a rectangular recessed socket opening at a top end adapted for receiving the drive portion of a socket wrench and a lower externally threaded portion toward a bottom end.
The present invention is an adapter for accepting a standard right-angle wrench, such as an Allen wrench, which can be used with a socket wrench or ratchet handle. Therefore, the present invention successfully addresses the shortcomings of the presently known configurations by providing an adapter that changes the right-angle wrench to a wrench with the torque produced by a socket wrench. This durable, easy to assemble, and easy to disassemble after use adapter solves the problems in a way that other adapter do not.
The Company intends to develop a fully operational valid working prototype, which can then be used to develop and manufacture the actual product.
The Company is also seeking other business opportunities in various aspects to bring further added value to its shareholders .
Employees
Other than our current Directors and officers, Margalit Yosef and Jacob Schub, we have no other full time or part-time employees. If and when we develop the prototype for our adapters, and are able to begin manufacturing and marketing, we may need additional employees for such operations. We do not foresee any significant changes in the number of employees or consultants we will have over the next twelve months.
Transfer Agent
We have engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency and Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.
Plan of Operation
We are a development stage company that has licensed the technology and received a patent for an adapter for a right-angle wrench. The system includes:
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(a) an upper adapter housing having a rectangular recessed socket opening at the top end and a lower externally threaded portion toward a bottom end, the lower externally threaded portion defining a transverse channel with an angular taper for accommodating handle portions of the right-angle wrenches;
(b) a lower adapter housing having an axial hole there through and an upper internally threaded portion toward a top end, which upper internally threaded portion receives the lower externally threaded portion; and
(c) an insert portion, insertable into the lower adapter housing, for snugly accommodating a lower shaft portion of the right-angle wrench in the axial hole of the lower adapter housing.
Although we have not yet engaged a manufacturer to develop a fully operational prototype of the adapters, based on our preliminary discussions with certain manufacturing vendors, we believe that it will take approximately three to four months to construct a basic valid prototype of our product. If and when we have a viable prototype, depending on the availability of funds, we estimate that we would need approximately an additional four to six months to bring this product to market. Our objective is to manufacture the product ourselves through third party sub-contractors and market the product as an off-the-shelf device, and/or to license the manufacturing rights to product and related technology to third party manufacturers who would then assume responsibility for marketing and sales.
The Company is also seeking other business opportunities in various aspects to bring further added value to its shareholders .
General Working Capital
We may be wrong in our estimates of funds required in order to proceed with developing a prototype and executing our general business plan described herein. Should we need additional funds, we would attempt to raise these funds through additional private placements or by borrowing money. We do not have any arrangements with potential investors or lenders to provide such funds and there is no assurance that such additional financing will be available when required in order to proceed with the business plan or that our ability to respond to competition or changes in the market place or to exploit opportunities will not be limited by lack of available capital financing. If we are unsuccessful in securing the additional capital needed to continue operations within the time required, we may not be in a position to continue operations.
We can offer no assurance that we will raise any funds in our offering. As disclosed above, we have no revenues and, as such, if we do not raise at least $48,000 from our offering we will not have sufficient funds to develop a prototype. If we are unable to raise funds, we may attempt to sell the Company or file for bankruptcy. We do not have any current intentions, negotiations, or arrangements to merge or sell the Company.
We are not aware of any material trend, event or capital commitment, which would potentially adversely affect liquidity. In the event such a trend develops, we believe that we will have sufficient funds available to satisfy working capital needs through lines of credit and the funds expected from equity sales.
In the second quarter of 2009 we completed the equity raising of the gross proceeds of $80,000 pursuant to the offering in the S1 registration statement and issued 2,000,000 shares accordingly .
Liquidity and Capital Resources
Our balance sheet as of June 30, 2009 reflects cash in the amount of $71,707. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date. The operating expenses and net loss for the six months ended June 30 2009 amounted to $ 23,141 and $21,694 accordingly .
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We expect to incur a minimum of $150,000 in expenses during the next twelve months of operations. We estimate that this will be comprised mostly of development and operating expenses as follows; $20,000 towards development of a working prototype, $5,000 towards marketing materials and website. Additionally, $75,000 will be needed for general overhead expenses such as for reimbursed expenses, corporate legal and accounting fees, office overhead and general working capital and an additional $50,000 for marketing activities. Accordingly, we will have to raise the funds to pay for these expenses. We are currently raising funds pursuant to the S1 registration statement for the issuance of 2 million shares and however may also might do so through a private offering after our shares are quoted on the Over the Counter Bulletin Board. We potentially will have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources
Going Concern Consideration
Our auditors have issued an opinion on our financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product. Accordingly, we must raise capital from sources other than the actual sale of the product. We must raise capital to implement our project and stay in business. Even if we raise the maximum amount of money in our offering, we do not know how long the money will last, however, we do believe it will last at least twelve months.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officers have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive officer and principal financial and accounting officers.
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Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
Item 1A. Risk Factors
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
None.
Purchases of equity securities by the issuer and affiliated purchasers
None.
Use of Proceeds
None
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
There was no matter submitted to a vote of security holders during the three months ended June 30, 2009.
Item 5. Other Information.
None
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Item 6. Exhibits
31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) |
31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) |
32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley (filed herewith) |
32.2 | Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley (filed herewith) |
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 5, 2009 | GLOBAL DYNAMICS, CORP | ||
By: | /s/ Margalit Yosef | ||
Name: Margalit Yosef | |||
Title: President and Director | |||
(Principal Executive Officer) |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: October 5, 2009 | By: | /s/ Margalit Yosef | |
Name: Margalit Yosef | |||
Title: President and Director (Principal Executive Officer) | |||
Date: October 5, 2009 | By: | /s/ Jacob Schub | |
Name: Jacob Schub | |||
Title: Secretary and Director | |||
(Principal Financial and Accounting Officer) |
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