See accompanying notes to financial statements.
6
DINAMO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2014 AND
FROM MARCH 25, 2013 (INCEPTION) TO JULY 31, 2014
(Unaudited)
| | |
| For the nine months ended January 31, 2014 | For the period from March 25, 2013 (Inception) to January 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES | | |
Net loss for the period | $ (13,158) | $ (13,609) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | | |
Changes in assets and liabilities: | | |
Prepaid Expenses | (97) | (97) |
Accrued Expenses | 1,000 | 1,000 |
CASH FLOWS USED IN OPERATING ACTIVITIES | (12,255) | (12,706) |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | | |
Common stock issued for cash | 8,600 | 13,100 |
Loans payable | 7,700 | 8,200 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 16,300 | 21,300 |
| | |
NET INCREASE IN CASH | 4,045 | 8,594 |
Cash, beginning of period | 4,549 | 0 |
Cash, end of period | $ 8,594 | $ 8,594 |
| | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | |
Interest paid | $ 0 | $ 0 |
Income taxes paid | $ 0 | $ 0 |
See accompanying notes to financial statements.
7
DINAMO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2014
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Dinamo Corp. was incorporated in the State of Nevada on March 25, 2013. We are a development-stage company 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
Interim financial information
The financial statements included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with our audited financial statements included in our S-1 for the fiscal year ended April 30, 2013, filed with the Securities and Exchange Commission on October 03, 2013.
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
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 $8,594 of cash as of January 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.
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DINAMO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2014
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
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.
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 January 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
Dinamo Corp. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
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DINAMO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2014
(Unaudited)
NOTE 3 – LOAN FROM DIRECTOR
| | | | |
| | January 31, 2014 | | April 30, 2013 |
| | | | |
Loan | $ | 8,200 | $ | 500 |
| $ | 8,200 | $ | 500 |
Loan outstanding to the Director is $8,200 as of January 31, 2013. This is non-interest bearing loan due on demand.
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.
In December 2013, the Company issued 300,000 shares of common stock for cash proceeds of $6,000 at $0.02 per share.
In January 2014, the Company issued 130,000 shares of common stock for cash proceeds of $2,600 at $0.02 per share.
There were 4,930,000 shares of common stock issued and outstanding as of January 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 January 31, 2014, the Company had net operating loss carry forwards of approximately $13,609 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.
10
DINAMO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JANUARY 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:
| |
| January 31, 2014 (unaudited) |
Deferred tax asset attributable to: | |
Net operating loss carryover | $ 4,627 |
Less: valuation allowance | (4,627) |
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 $13,609 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 January 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.
NOTE 8 – SUBSEQUENT EVENTS
In February 2014, the Company issued 160,000 shares of common stock for cash proceeds of $3,200 at $0.02 per share.
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| |
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 a development-stage company formed 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:
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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 a development stage company 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 AND NINE MONTHS PERIOD ENDED JANUARY 31, 2014 AND FROM MARCH 25, 2013 (DATE OF INTERTSEPTION) TO JANUARY 31, 2014
Our net loss for the three months period ended January 31, 2014 was $1,348. Our net loss for nine months period ended January 31, 2014 was $13,158. Our net loss from March 25, 2013 (Date of Inception) to January 31, 2014 was $13,609.
During the three and nine month periods ended January 31, 2014 and from March 25, 2013 (Date of Inception) to January 31, 2014 we have not generated any revenue.
During the three and nine month period ended January 31, 2014, and from March 25, 2013 (Date of Inception) to January 31, 2014 our operating expenses were bank service charge and professional fees. The weighted average number of shares outstanding was 4,657,283 for the three and 4,552,428 for the nine month period ended January 31, 2014.
LIQUIDITY AND CAPITAL RESOURCES
THREE AND NINE MONTHS PERIOD ENDED JANUARY 31, 2014
As at January 31, 2014, our total assets were $8,691. Total assets were comprised of $8,594 in cash and prepaid expenses of $97. As at January 31, 2014, our current liabilities were $9,200. Stockholders’ equity (deficit) was $(13,609).
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the three months period ended January 31, 2014, net cash flows used in operating activities was $(306). For the nine months period ended January 31, 2014, net cash flows used in operating activities was $(12,255). For the period from inception (March 25, 2013) to January 31, 2014, net cash flows from operating activities was $(12,706).
CASH FLOWS FROM INVESTING ACTIVITIES
For the three, and nine months period ended January 31, 2014, and for the period from inception (March 25, 2013) to January 31, 2014, we did not have any cash flows used in investing activities.
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CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the issuance of equity. For the three and nine months period ended January 31, 2014, cash flow for financing activities was $8,600, and $16,300 respectively. For the period from inception (March 25, 2013) to January 31, 2014, net cash provided by financing activities was $21,300 received from proceeds from issuance of common stock and director loans.
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, 2013 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
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2014. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine-month period ended January 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Changes in Internal Controls.
There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended January 31, 2014, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.
14
PART II. OTHER INFORMATION
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
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ITEM 4. | SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS |
None
None
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. |
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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 March 17 , 2014.