UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10 - K/A
(Mark One)
[ x ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Period year ended July 31, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ___________________
Commission file number: 333-136981
Gold Dynamics Corp.
----------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada
N/A
(State or other jurisdiction of incorporation or organization)
(IRS Employer Number)
2248 Meridian Blvd.
Ste H
Minden, NV 89423
----------------------------------------------------------
(Address of principal executive office)
949-419-6588
----------------------------------
(Issuer's telephone number)
-----------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act:
Yes o No x
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act:
Yes o No x
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 x No o
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. 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:
Large accelerated filer o Accelerated filer o
Non-accelerated filer o 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_ No X
The aggregate market value of Gold Dynamics Common Stock owned by
non-affiliates as of November 10, 2010 was $157,500.
Number of shares of each class of Gold Dynamics capital stock
outstanding as of November 10, 2010: 53,250,000 shares of common stock
Explanatory Note:
Gold Dynamics Corp. (the "Company") is filing this Amendment No. 1
to the Annual Report on Form 10-K (the "Form 10-K/A") to amend its
Annual Report on Form 10-K for the year ended July 31, 2010, which
was filed with the Securities and Exchange Commission ("SEC") on
October 29, 2010 because a report from 2009 from M&K CPAS, PLLC
which was included in the first filing was in error which prompted
the Company to re-file an amended 10K with the correct audit opinion
for 2009 and 2010 from Stan J.H. Lee CPA.
1
GOLD DYNAMICS CORP.
FORM 10-K
For the Fiscal Year ended July 31, 2010
Table of Contents
Part I
Item 1. Description of Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a vote of Security
Holders
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial
Condition and the Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public
Accounting Firm
Part III
Item 9. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Item 13. Exhibits and Financial Statements Schedules
Item 14. Principal Accountants Fees and Services
Signatures
2
FORWARD LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K, OR THE
"REPORT," ARE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS ABOUT THE
PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS OF VITA SPIRITS
CORP., A NEVADA CORPORATION AND OTHER STATEMENTS CONTAINED IN THIS
REPORT THAT ARE NOT HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS IN
THIS REPORT OR HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE
"COMMISSION," REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY
AVAILABLE STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR
ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS
TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR
OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON
MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE
MOST RECENT RESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE
WORDS "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "SEEK,"
"ESTIMATE" AND SIMILAR EXPRESSIONS ARE GENERALLY INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS, BECAUSE THESE FORWARD-LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THERE ARE IMPORTANT
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS,
INCLUDING OUR PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND
OTHER FACTORS.
PART I
Item 1. Description of Business
Gold Dynamics Corp formerly known as Vita Spirit's Corp, formerly
known as Revo Ventures Inc. began primary operations began in April
2006. The Company changed its focus of primary operations from a
producer of vitamin infused alcoholic beverages to exploration of
mining opportunities. As part of the change in operations, the
Company has undergone a name change from Vita Spirits Corp. to Gold
Dynamics Corp. to better reflect the Company's new focus. We
currently have not advanced beyond the business plan state from our
inception until the date of this filing. We anticipate that in order
for us to begin commercialization and retail sale of any of our
intended products, we will need to raise additional capital. We
currently do not have any specific plans to raise these funds.
Competition
We will have to compete with other mineral resource exploration and
development companies for financing and for the acquisition of new
mineral properties. Many of the mineral resource exploration and
development companies with whom we compete have greater financial
and technical resources than us. Accordingly, these competitors may
be able to spend greater amounts on acquisitions of mineral
properties of merit, on exploration of their mineral properties and
on development of their mineral properties. In addition, they may be
able to afford greater geological expertise in the targeting and
exploration of mineral properties. This competition could result in
competitors having mineral properties of greater quality and
interest to prospective investors who may finance additional
exploration and development. This competition could adversely impact
on our ability to finance further exploration and to achieve the
financing necessary for us to develop our mineral properties.
Insurance
Currently, we have no insurance coverage.
Government Regulation
We are currently not subject to any government regulations.
Offices
2248 Meridian Blvd. Ste H, Minden, NV 89423
Employees
We currently do not have any employees.
Subsidiaries
We do not have any subsidiaries
Bankruptcy, Receivership, or Similar Proceedings
There has been no bankruptcy, receivership, or similar proceedings
Patents and Trademarks
We do not have any patents or trademarks
Legal Proceedings
We are not a party to any material legal proceeding, nor are any of
our officers, directors or affiliates' a party adverse to us in any
legal proceeding.
Item 1A: Risk Factors
In addition to the other information in this report and our other
filings with the SEC, you should carefully consider the risks
described below. These risks are not the only ones facing us.
Additional risks and uncertainties not presently known to us or that
we currently believe to be immaterial may also impair our business
operations. If any of the following risks occur, our business,
financial condition or operating results could be materially and
adversely affected.
Risks associated with Gold Dynamics Corp.:
1. Our auditors have issued a going concern opinion. This means we
may not be able to achieve our objectives and may have to suspend or
cease operations. Our auditors have issued a going concern opinion
as at July 31, 2010. This means that there is substantial doubt that
we can continue as an ongoing business without additional financing
and/or generating profits. If we are unable to do so, we will have
to cease operations and you will lose your investment.
2. Because all of our assets and our officers and directors are
located outside the United States of America, it may be difficult
for an investor to enforce within the United States any judgments
obtained against us or any of our officers and directors. All of our
assets are located outside of the United States and we do not
currently maintain a permanent place of business within the United
States. In addition, our directors and officers are nationals and/or
residents of countries other than the United States, and all or a
substantial portion of such persons' assets are located outside the
United States. As a result, it may be difficult for an investor to
effect service of process or enforce within the United States any
judgments obtained against us or our officers or directors,
including judgments predicated upon the civil liability provisions
of the securities laws of the United States or any state thereof. In
addition, there is uncertainty as to whether the courts of Canada
and other jurisdictions would recognize or enforce judgments of
United States courts obtained against us or our director and officer
predicated upon the civil liability provisions of the securities
laws of the United States or any state thereof, or be competent to
hear original actions brought in Canada or other jurisdictions
against us or our director and officer predicated upon the
securities laws of the United States or any state thereof.
3. Because we have only one officer and director who are responsible
for our managerial and organizational structure, in the future,
there may not be effective disclosure and accounting controls to
comply with applicable laws and regulations which could result in
fines, penalties and assessments against us. We have only one
officer and director. He is responsible for our managerial and
organizational structure which will include preparation of
disclosure and accounting controls under the Sarbanes Oxley Act of
2002. When theses controls are implemented, they will be responsible
for the administration of the controls. Should they not have
sufficient experience, they may be incapable of creating and
implementing the controls which may cause us to be subject to
sanctions and fines by the SEC which ultimately could cause you to
lose your investment.
4. Because our sole executive officer will only be devoting limited
time to our operations, our operations could be sporadic which may
result in periodic interruptions or suspensions of operations and a
lack of revenues which may cause us to cease operations. Mr. Tie
Ming Li, our sole executive officer will only be devoting limited
time to our operations. Mr. Li will be devoting approximately twenty
five hours a week to our operations. Because Mr. Li will only be
devoting limited time to our operations, our operations may be
sporadic and occur at times which are convenient to Mr. Li. As a
result, operations may be periodically interrupted or suspended
which could result in a lack of revenues and a possible cessation of
operations.
5. Because we do not maintain any insurance, if a judgment is
rendered against us, we may have to cease operations. We do not
maintain any insurance and do not intend to maintain insurance in
the future. Because we do not have any insurance, if we are made a
party to a lawsuit, we may not have sufficient funds to defend the
litigation. In the event that we do not defend the litigation or a
judgment is rendered against us, we may have to cease operations.
6.Because of the speculative nature of mineral exploration, there is
substantial risk that no commercially viable mineral deposits will
be found.
Exploration for commercially viable mineral deposits is a
speculative venture involving substantial risk. We cannot guarantee
our investors that our mining claim contains commercially viable
mineral deposits. The exploration program that we will conduct on
our claim may not result in the discovery of commercial viable
mineral deposits. Problems such as unusual and unexpected rock
formations and other conditions are involved in mineral exploration
and often result in unsuccessful exploration efforts. In such a
case, we may be unable to complete our business plan and investors
could lose their entire investment in this offering.
7. We need to raise additional investment capital in the future in
order to commence our business operations. If we are unable to raise
the required investment capital, you may lose all of your investment
in the current economic environment; it is extremely difficult for
companies without profits or revenues, such as us, to raise capital.
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 our common stock. In
the event we are not successful in selling our common stock, we may
also seek to obtain short-term loans from our director, although no
such arrangement has been made. At this time, we cannot provide
investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock or through a
loan from our director to meet our initial capital requirement
needs. If we are unable to raise the required financing, we will be
unable to proceed with our business plan and you may lose your
entire investment.
8. Our principal shareholder controls the majority of our common
stock; investors will have little control over our management or
other matters requiring shareholder approval. Mr. Tie Ming Li
currently owns 37,500,000, or approximately 70.42%, of our
outstanding common stock if the offering is completely sold, giving
him the ability to control all matters submitted to our stockholders
for approval and to control our management and affairs, including
the election of our directors; the acquisition or disposition of our
assets, the future issuance of our shares and approval of other
significant corporate transactions. Our principal shareholder may
also have interests that differ from yours and may vote in a way
with which you disagree and which may be adverse to your interests.
9. Because our articles of incorporation authorize the issuance of
75,000,000 shares of common stock, an investor faces the risk of
having their percentage ownership diluted in the future. We
anticipate that any additional funding will be in the form of equity
financing from the sale of our common stock. In the future, if we do
sell more common stock, your investment could be subject to
dilution. Dilution is the difference between what you pay for your
stock and the net tangible book value per share immediately after
the additional shares are sold by us. These shares may also be
issued without security holder approval and, if issued, may be
granted voting powers, rights, and preferences that differ from and
may be superior to those of the registered shares.
10. The market price for our Common Stock may be volatile. In the
future, there may be volatility in the market price for our Common
Stock. Furthermore, the market price of our Common Stock could
fluctuate substantially in the future in response to a number of
factors, including the following:
* fluctuations in our quarterly operating results or the operating
results of our competitors;
* changes in general conditions in the economy, the financial
markets, or our industry;
* announcements of significant acquisitions, strategic alliances or
joint ventures by us, our customers or our competitors;
* introduction of new products or services;
* increases in the price of energy sources and other raw materials; and
* other developments affecting us, our industry, customers or
competitors.
In addition, in recent years the stock market has experienced
extreme price and volume fluctuations. This volatility has had a
significant effect on the market prices of securities issued by many
companies for reasons unrelated to their operating performance.
These broad market fluctuations may materially adversely affect our
Common Stock price, regardless of our operating results. Given its
relatively small public float and average daily trading volume, our
Common Stock may be relatively more susceptible to volatility
arising from any of these factors. There can be no assurance that
the price of our Common Stock will increase in the future or be
maintained at its recent levels.
11. Future sales of our Common Stock could depress its market price.
Future sales of shares of our Common Stock could adversely affect
its prevailing market price. If our officers, directors or
significant stockholders sell a large number of shares, or if we
issue a large number of shares, the market price of our Common Stock
could significantly decline. Moreover, the perception in the public
market that stockholders might sell shares of Common Stock could
depress the market for our Common Stock. Our Common Stock's
relatively small public float and average daily trading volume may
make it relatively more susceptible to these risks.
Item 1B: Unresolved Staff Comments
None
Item 2: Description of Property
The Company's headquarters and executive offices are located at 2248
Meridian Blvd. Ste H, Minden, NV 89423.
Item 3: Legal Proceedings
There are no existing, pending or threatened legal proceedings
involving Gold Dynamics Corp., or against any of our officers or
directors as a result of their involvement with the Company.
As of July 31, 2010, the Company does not retain a legal counsel.
Item 4: Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during
the fiscal period ended July 31, 2010.
PART II
Item 5: Market for Common Equity, Related Stockholder Matters and
Small Business Issuer Purchases of Equity Securities
The Company's Common stock is presently listed on the OTC Bulletin
Board under the symbol "GLDN". Our common stock has been listed on
the OTC Bulletin Board since March 15, 2010. There is currently no
active trading in our common stock and there has been no active
trading since our common stock has been listed on the OTC Bulletin
Board.
As of July 31, 2010, there were approximately 32 stockholders of
record of the Company's Common Stock.
The Company has not paid any cash dividends to date, and it has no
intention of paying any cash dividends on its common stock in the
foreseeable future. The declaration and payment of dividends is
subject to the discretion of its Board of Directors. The timing,
amount and form of dividends, if any, will depend on, among other
things, results of operations, financial condition, cash
requirements and other factors deemed relevant by the Board of
Directors.
There are no outstanding options or warrants or convertible
securities to purchase our common equity.
The Company has never issued securities under and does not have any
equity compensation plan.
Item 6: Selected Financial Data
As of July As of July As of July As of July As of July
31, 2010 31, 2009 31, 31, 2007 31, 2006
2008
Balance Sheet
Total Assets $2,063 $14 $139 $5,078 $5,000
Total Liabilities $27,630 $28,880 $21,980 $9,130 $2,825
Stockholders Equity (Deficit) ($25,567) ($28,866) ($21,841) ($4,052) $2,175
For the year For the year For the For the From
ended July ended July year ended year ended inception
31, 2010 31, 2009 July 31, July 31, through
2008 2007 July 31,
2006
Income Statement
Revenues $- $- $- $- $-
Total Expenses $7,509 $7,682 $17,973 $27,227 $2,825
Net Loss $47,509 $7,682 $17,973 $27,227 $2,825
Item 7: Management's Discussion and Analysis or Plan of Operation
The following discussion and analysis provides information which
management of Gold Dynamics Corp. (the "Company") believes to be
relevant to an assessment and understanding of the Company's results
of operations and financial condition. This discussion should be
read together with the Company's financial statements and the notes
to financial statements, which are included in this report.
Overview
Gold Dynamics Corp formerly known as Vita Spirit's Corp, formerly
known as Revo Ventures Inc. began primary operations began in April
2006. The Company changed its focus of primary operations from a
producer of vitamin infused alcoholic beverages to exploration of
mining opportunities. As part of the change in operations, the
Company has undergone a name change from Vita Spirits Corp. to Gold
Dynamics Corp. to better reflect the Company's new focus. We
currently have not advanced beyond the business plan state from our
inception until the date of this filing. We anticipate that in order
for us to begin commercialization and retail sale of any of our
intended products, we will need to raise additional capital. We
currently do not have any specific plans to raise these funds
Results of Operations
Revenues
There were no revenues generated for the fiscal period ended July
31, 2010 and no revenues have been earned by the Company since it's
inception.
General & Administrative Expenses
General and administrative expenses totaled $47,509 for the fiscal
year ended July 31, 2010. This is compared to general and
administrative expenses totaling $7,682 for the fiscal year ended
July 31, 2009. This increase in general and administrative expenses
is largely attributed to an increase in fees paid for professional
services related to registering the Company for publicly trading.
We experienced a net loss of $47,509 for the fiscal year ended July
31, 2010 compared to a net loss of $7,682 for the fiscal year ended
July 31, 2009.
Liquidity and Capital Resources
As of July 31, 2010, the Company had cash of $2,063. Management does
not expect that the current level of cash on hand will be sufficient
to fund our operation for the next twelve month period. In the event
that additional funds are required to maintain operations, our
officers and directors have agreed to advance us sufficient capital
to allow us to continue operations. We may also be able to obtain
loans from our shareholders, but there are no agreements or
understandings in place currently.
We believe that we will require additional funding to expand our
business and ensure its future profitability. We anticipate that any
additional funding will be in the form of equity financing from the
sale of our common stock. However, we do not have any agreements in
place for any future equity financing. In the event we are not
successful in selling our common stock, we may also seek to obtain
short-term loans from our director.
Item 7A: Quantitative and Qualitative Disclosures about Market Risk
Please see Item 1A above, "Risk Factors," for a discussion of these
and other risks and uncertainties we face in our business.
Item 8: Financial Statements
The financial statements required to be filed pursuant to this Item
8 begin on page F-1 of this report.
Item 9: Changes In Disagreements With Accountants on Accounting
and Financial Disclosure
The Financial Statements of the Company have been audited by Stan
Lee CPA, CMA for the fiscal year ended July 31, 2010 and 2009.
There have been no changes in or disagreements with Stan Lee CPA on
accounting and financial disclosure matters at any time.
Item 9A: Controls and Procedures
Managements Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the
participation of our chief executive officer and chief financial
officer, the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this report pursuant to Rule
13a-15(b) under the Securities Exchange Act of 1934 (the Exchange
Act). Based on that evaluation, our chief executive officer and
chief financial officer have concluded that, as of the end of the
period covered by this report, our disclosure controls and
procedures are effective in ensuring that information required to be
disclosed in our Exchange Act reports is (1) recorded, processed,
and summarized and reported within the time periods specified in the
Securities and Exchange Commissions rules and forms and (2)
accumulated and communicated to our management, including our chief
executive officer and chief financial officer, as appropriate to
allow timely decisions regarding required disclosure.
Our Principal Executive Officer and Principal Financial Officer do
not expect that our disclosure controls or internal controls will
prevent all error and all fraud. Although our disclosure controls
and procedures were designed to provide reasonable assurance of
achieving their objectives and our principal executive and financial
officer have determined that our disclosure controls and procedures
are not effective at doing so, a control system, no matter how well
conceived and operated, can provide only reasonable, not absolute
assurance that the objectives of the system are met. Further, the
design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple error
or mistake. Additionally, controls can be circumvented if there
exists in an individual a desire to do so. There can be no assurance
that any design will succeed in achieving its stated goals under all
potential future conditions.
Furthermore, smaller reporting companies face additional
limitations. Smaller reporting companies employ fewer individuals
and find it difficult to properly segregate duties. Often, one or
two individuals control every aspect of the Company's operation and
are in a position to override any system of internal control.
Additionally, smaller reporting companies tend to utilize general
accounting software packages that lack a rigorous set of software
controls.
Managements Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in
Rule 13a-15(f) under the Exchange Act. Our internal control system
was designed to provide reasonable assurance to our management and
board of directors regarding the preparation and fair presentation
of published financial statements. Our management assessed the
effectiveness of our internal control over financial reporting as of
July 31, 2010. In making this assessment, it used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control Integrated Framework. Based on our
assessment we believe that, as of July 31, 2010, our internal
control over financial reporting was effective based on those criteria.
Changes in Internal control Over Financial Reporting
There have been no changes in the Company's internal control over
financial reporting through the date of this report or during the
quarter ended July 31, 2010, that materially affected, or is
reasonably likely to materially affect, the Company's internal
control over financial reporting.
Independent Registered Accountants Internal Control Attestation
This annual report does not include an attestation report of the
Company's registered public accounting firm regarding internal
control over financial reporting. Managements report was not
subject to attestation by the Company's registered public accounting
firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only managements
report in this annual report.
Item 10: Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act
Officers and Directors
Each of our directors serves until his or her successor is elected
and qualified. Each of our officers is elected by the board of
directors to a term of one (1) year and serves until his or her
successor is duly elected and qualified, or until he or she is
removed from office. The board of directors has no nominating,
auditing or compensation committees.
The name, age, and position of our present officers and directors
are set forth below:
Name Age Position Held
Tie Ming Li 42 President, Principal Executive Officer,
Principal Financial Officer, Principal
Accounting Officer, Treasurer,
Secretary,and Director
Each director serves until our next annual meeting of the
stockholders or unless they resign earlier. The Board of Directors
elects officers and their terms of office are at the discretion of
the Board of Directors.
Background of officers and directors
Tie Ming Li is a successful entrepreneur in the hospitality and
spirits industry, and for the past five years, has owned and managed
several restaurants and nightclub establishments in the province of
Shandong, China.
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have
an audit committee financial expert because we believe the cost
related to retaining a financial expert at this time is prohibitive.
Further, because we are only beginning our commercial operations, at
the present time, we believe the services of a financial expert are
not warranted.
Conflicts of Interest
The only conflict that we foresee is that our officers and directors
devote time to projects that do not involve us.
SECTION 16(A) BENEFICIAL OWNER REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires
that the Company's directors, executive officers, and persons who
own more than 10% of registered class of the Company's equity
securities, or file with the Securities and Exchange Commission
(SEC), initial reports of ownership and report of changes in
ownership of common stock and other equity securities of the
Company. Officers, directors, and greater than 10% beneficial owners
are required by SEC regulation to furnish the Company with copies of
all Section 16(a) reports they file. As of the fiscal year ending
July 31, 2010, Form 3 reports were not timely filed by Tie Ming Li,
the Company's President.
Code of Ethics
The Company has adopted code of ethics for all of the employees,
directors and officers which is attached to this Annual Report as
Exhibit 14.1.
Item 11: Executive Compensation
The following table sets forth information with respect to
compensation paid by us to our officers and directors during the
four most recent fiscal years. This information includes the dollar
value of base salaries, bonus awards and number of stock options
granted, and certain other compensation, if any.
Summary Compensation Table
Name and Year Salary $ Bonus $ Other Restricted Securities LTIP All Other
Principal Annual Stock Underlying Payouts Compensation $
Position CompensationAwards $ Options/SARSs (#) ($)
($)
Ti Ming Li 2010 0 0 0 0 0 0 0
President,
Treasurer,
Secretary,
and Director
Ti Ming Li
President, 2009 0 0 0 0 0 0 0
Treasurer,
Secretary,
and Director
Gary 2008 0 0 0 0 0 0 0
Westbrook
President,
Treasurer,
Secretary,
and Director
William Deal 2008 0 0 0 0 0 0 0
Director
Jianbin Chen 2008
President,
Treasurer,
Secretary,
and Director
Jianbin Chen 2007
President,
Treasurer,
Secretary,
and Director
Jianbin Chen 2006 0 0 0 0 0 0 0
President,
Treasurer,
Secretary,
and Director
[1] All compensation received by the officers and directors has
been disclosed.
Option/SAR Grants
There are no stock option, retirement, pension, or profit sharing
plans for the benefit of our officers and directors.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans.
Compensation of Directors
We do not have any plans to pay our directors any money.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation,
we may indemnify an officer or director who is made a party to any
proceeding, including a law suit, because of his position, if he
acted in good faith and in a manner he reasonably believed to be in
our best interest. We may advance expenses incurred in defending a
proceeding. To the extent that the officer or director is successful
on the merits in a proceeding as to which he is to be indemnified,
we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may
be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged
liable, only by a court order. The indemnification is intended to be
to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the
Securities Act of 1933, which may be permitted to directors or
officers under Nevada law, we are informed that, in the opinion of
the Securities and Exchange Commission, indemnification is against
public policy, as expressed in the Act and is, therefore,
unenforceable.
Item 12: Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of the date of this prospectus,
the total number of shares owned beneficially by each of our
directors, officers and key employees, individually and as a group,
and the present owners of 5% or more of our total outstanding
shares. The table also reflects what their ownership will be
assuming completion of the sale of all shares in this offering. The
stockholders listed below have direct ownership of his/her shares
and possess sole voting and dispositive power with respect to the
shares. The address for each person is our address at 2248 Meridian
Blvd. Ste H, Minden, NV 89423.
Name of Beneficial Owner Direct Amount of
Beneficial Owner Position % of Class
Jianbin Chen 37,500,000 Greaterthan 70.4%
5% shareholder
All officers and directors as a Group (1 person) 70.4%
Securities authorized for issuance under equity compensation plans.
We have no equity compensation plans.
Item 12: Certain Relationships and Related Transactions
We issued 5,000,000 shares of common stock to Jianbin Chen, our
president and a member of the board of directors in July 2010, in
consideration of $5,000.
Item 13: Exhibits
Exhibit No. Description
3.1* Articles of
Incorporation of the Company (incorporated by reference to the Form
SB-2 filed with the Securities and Exchange Commission on August 30,
2007
3.2* Bylaws of the Company
(incorporated by reference to the Form SB-2 filed with the
Securities and Exchange Commission on August 30, 2007)
10.1* Website Design Contract
(incorporated by reference to the Form SB-2 filed with the
Securities and Exchange Commission on August 30, 2007)
14 Code of Ethics
31 Certification of the
Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14 of the Securities and Exchange Act of 1934 as amended, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of the
Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Item 14: Principal Accountant Fees and Services
1) Audit Fees
The aggregate fees billed for the last two fiscal years for
professional services rendered by the principal accountant for the
audit of the Company's annual financial statements and review of
financial statements included in the Company's Form 10-QSBs or
services that are normally provided by the accountant in connection
with statutory and regulatory engagements for those fiscal years was:
2010 - $3,500 Stan Lee CPA, CMA
2009 - $1,000 Stan Lee CPA, CMA
2009 - $9,500 M&K CPAS, PLLC
2) Audit - Related Fees
The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountants that are
reasonably related to the performance of the audit or review of the
Company's financial statements and are not reported in the preceding
paragraph:
2010 - $0 Stan Lee CPA, CMA
2009 - $0 M&K CPAS, PLLC
3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning was:
2010 - $0 Stan Lee CPA, CMA
2009 - $0 M&K CPAS, PLLC
4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for
the products and services provided by the principal accountant,
other than the services reported in paragraphs (1), (2), and (3) was:
2010 - $0 Stan Lee CPA, CMA
2009 - $0 M&K CPAS, PLLC
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized on this 10th day of November, 2010.
Gold Dynamics Corp.
(Registrant)
By: /s/ Tie Ming Li
Tie Ming Li
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Tie Ming Li President, CEO, Secretary, November 10,2010
Tie Ming Li Treasurer and Director
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Balance Sheets for the fiscal years ended July 31, 2010 and 2009
F-2
Statements of Operations for the fiscal year ended July 31, 2010 and
2009 and the period from April 17, 2006 (inception) through July 31,
2010
F-3
Statements of Cash Flows for the fiscal year ended July 31, 2010 and
2009 and the period from April 17, 2006 (inception) through July 31,
2010
F-4
Statements of Stockholder's Equity (Deficit) for the period from
April 17, 2006 (inception) through July 31, 2010
F-5
Notes to Financial Statements
F-6
Stan J.H. Lee, CPA
2160 North Central Rd, Suite 203, Fort Lee, NJ 07024
P.O. Box 436402, San Diego, CA 92143-9402
619-623-7799, Fax 619-564-3408, stan2u@gmail.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Management of
Gold Dynamics Corp.
We have audited the accompanying balance sheets of Gold Dynamics
Corp. as of July 31, 2010 and 2009 and the related statements of
operations, changes in shareholders' equity (deficit) , and cash
flows for the fiscal years then ended. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
of material misstatement. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for
the purposes of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit includes examining on a test
basis, evidence supporting the amount and disclosures in the
combined financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Gold
Dynamics Corp. as of July 31, 2010 and 2009 and the results of their
operations and their cash flows for the fiscal years then ended in
conformity with accounting principles generally accepted in the
United States of America.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
the notes , the Company's continuing significant operating losses
and lack of liquidity raise substantial doubt about its ability to
continue as a going concern. The accompanying financial statements
do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Stan J.H. Lee, CPA
- --------------------------------------
Stan J.H. Lee
Certified Public Accountants
Fort Lee, NJ
November 9, 2010
F-1
Gold Dynamics Corp.
(A Development Stage Company)
Balance Sheets
As of July 31, 2010 As of July 31, 2009
Assets
Current Assets
Cash and Cash Equivalents $2,063 $14
Total Current Assets $2,063 $14
Total Assets $2,063 $14
Liabilities and Stockholders'
Equity
Current Liabilities
Accounts Payable and Accrued $11,630 $12,880
Liabilities
Shareholder Loan $16,000 $16,000
Total Current Liabilities $27,630 $28,880
Stockholders' Deficit
Preferred Stock, $0.001 par value
50,000,000 authorized, none issued and
outstanding. Common stock, Authorized:
50,000,000, common shares at $0.01 par
value 75,000,000 authorized, 53,
250,000 as at April 22, 4,000,000 at
par value 0.0125 as at November 12, 103.250 53,250
2009 and 53, 250,000 shares issued and
outstanding, respectively 500,000,000
authorized, 138, 450,000 issued and
outstanding as at July 31, 2010 and
53, 250,000, July 31, 2009
Additional paid in capital (25,601) (26,409)
(Deficit) accumulated during the (103,216) (55,707)
developmental stage
Total Stockholders' Deficit (25,567) (28,866)
Total Liabilities and Stockholders' $2,063 $14
Deficit
The accompanying notes are an integral part of the consolidated
financial statements.
F-2
Gold Dynamics Corp.
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
Year Ended
July 31, 2010 July 31, April 17,
2009 2006
(Inception)
to July 31,
2010
General and Administration
Expenses
Professional Fees $30,396 $6,600 $69,804
Consultation Fees $15,000 - $15,000
Management Fees - - $1,355
Filing Fees $622 $400 $7,038
Rent - - $7,200
Bank Charges and Interest $1,491 $682 $2,819
Net (loss) for the period $(47,509) $(7,682) $(103,216)
Net (loss) per share
Basic and diluted - - -
Weighted Average Number of
Common Shares Outstanding
Basic and diluted 103,250,00 53,250,00 -
The accompanying notes are an integral part of the consolidated
financial statements.
F-3
Gold Dynamics Corp.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
Year Ended
July 31, 2010 July 31, 2009 April 17, 2006
(Inception) to July
31, 2010
Operating Activities
Net (loss) for the period $(47,509) $(7,682) $(103,216)
Adjustments to reconcile net loss to net
cash
Used in operating activities - - -
Imputed Interest $808 $657 $1,649
Changes in:
Accounts payable and accrued $(1,250) $400 $11,630
liabilities
Net cash used for operating activities $(47,951) $(6,625) $(89,937)
Financing Activities
Additional Paid in Capital - - $(25,601)
Proceeds from shareholder loan - $6,500 $16,000
Proceeds from Bank Overdraft - - -
Proceeds from sale of common stock $50,000 - $101,601
Net cash provided by financing activities $50,000 $6,500 $92,000
Net change in cash $2,049 $(125) $2,063
Cash, Beginning of Period $14 $139 -
Cash, End of Period $2,063 $14 $2,063
Supplementary Information:
Interest Paid - - -
Taxes Paid - - -
The accompanying notes are an integral part of the consolidated
financial statements.
F-4
Gold Dynamics Corp.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From April 17, 2006 (Inception) to July 31, 2010
Common Stock
Shares Amount Additional Deficit Total
Paid-in Accumulated Stockholders'
Capital During the Equity
Development (Deficit)
Stage
Balances - April 17, 2006 - - - - -
Proceeds from issuance of 37,500,000 $37,500 $(32,500) $0 $5,000
founders shares
Net Loss for the period - - - $(2,825) $(2,825)
ended July 31, 2006
Balance, July 31, 2006 37,500,000 37,500 $(32,500) $(2,825) $2,175
Proceeds from issuance of 15,750,000 $15,750 $5,250 - $21,000
common stock
Net Loss for the period - - - $(27,227) $(27,227)
ended July 31, 2007
Balances - July 31, 2007 53,250,000 $53,250 $(27,520) $(30,052) $(4,052)
Imputed interest on 184
shareholder loan
Net loss for the period - - - $(17,973) $(17,973)
ended July 31, 2008
Balances - July 31, 2008 53,250,000 $53,250 $(27,066) $(48,025) $(21,841)
Imputed interest on 657
shareholder loan
Net Loss for the period - - - $(7,682) $(7,682)
ended July 31 2009
Balances July 31, 2009 53,250,000 $53,250 $(26,409) $(55,707) $(28,866)
Proceeds from issuance of 50,000,000 $50,000
common stock
Imputed interest on 808
shareholder loan
Net loss for the period - - - $(47,509) $(47,509)
ended July 31, 2009
Balances - July 31, 2010 103,250,000 $103,250 $(25,601) $(103,216) $(25,567)
The accompanying notes are an integral part of the consolidated
financial statements.
F-5
Vita Spirits Corp.
(A Development Stage Company)
Gold Dynamics Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the Year ended July 31, 2010
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Gold
Dynamics formerly known as Vita Spirits Corp., formerly known as
Revo Ventures Inc, have been prepared in accordance with accounting
principles generally accepted in the United States of America and
the rules of the Securities and Exchange Commission, and should be
read in conjunction with Vita Spirit's audited 2009 annual financial
statements and notes thereto filed with the SEC on form 10-K. In the
opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of
financial position and the result of operations for the interim
periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial
statements, which would substantially duplicate the disclosure
required in Gold Dynamic's 2009 annual financial statements have
been omitted.
The Company's primary operations began in April 2006. The Company
intends to change its primary operations from an e-commerce focus to
a producer of vitamin infused alcoholic beverages. As part of the
change in operations, the Company has undergone a name change from
Revo Ventures Inc. to Vita Spirits Inc. to Gold Dynamics Corp. to
better reflect the Company's new focus.
Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Recent Accounting Pronouncements
In June 2009 the FASB established the Accounting Standards
Codification ("Codification'" or "ASC") as the source of
authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting
principles in the United States ("GAAP"). Rules and interpretive
releases of the Securities and Exchange Commission issued under
authority of federal securities laws are also sources of GAAP for
SEC registrants. Existing GAAP was not intended to be changed as a
result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the
guidance is organized and presented.
Statement of Financial Accounting Standards ("SFAS'") SFAS No. 165
(ASC Topic 855), "Subsequent Events", SFAS No. 166 (ASC Topic 810),
"Accounting for Transfers of Financial Assets-an Amendment of FASB
Statement No. 140", SFAS No. 167 (ASC Topic 810), "Amendments to
FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC Topic 105),
"The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles-a replacement of FASB
Statement No. 162" were recently issued. SFAS No. 165, 166, 167, and
168 have no current applicability to the Company or their effect on
the financial statements would not have been significant.
Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820),
which amends Fair Value Measurements and Disclosures - Overall, ASU
No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue
arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue
Arrangements that include Software Elements, and various other ASU's
No. 2009-2 through ASU No. 2009-15 which contain technical
corrections to existing guidance or affect guidance to specialized
industries or entities were recently issued. These updates have no
current applicability to the Company or their effect on the
financial statements would not have been significant.
The Company does not expect that adoption of these or other recently
issued accounting pronouncements will have a material impact on its
financial position, results of operations or cash flows.
Recently Issued Accounting Standards
In August 2009, the FASB issued an amendment to the accounting
standards related to the measurement of liabilities that are
recognized or disclosed at fair value on a recurring basis. This
standard clarifies how a company should measure the fair value of
liabilities and that restrictions preventing the transfer of a
liability should not be considered as a factor in the measurement of
liabilities within the scope of this standard. This standard was
effective for the Company on October 1, 2009. The Company does not
expect the impact of its adoption to be material to its financial
statements.
In October 2009, the FASB issued an amendment to the accounting
standards related to the accounting for revenue in arrangements with
multiple deliverables including how the arrangement consideration is
allocated among delivered and undelivered items of the arrangement.
Among the amendments, this standard eliminated the use of the
residual method for allocating arrangement considerations and
requires an entity to allocate the overall consideration to each
deliverable based on an estimated selling price of each individual
deliverable in the arrangement in the absence of having
vendor-specific objective evidence or other third party evidence of
fair value of the undelivered items. This standard also provides
further guidance on how to determine a separate unit of accounting
in a multiple-deliverable revenue arrangement and expands the
disclosure requirements about the judgments made in applying the
estimated selling price method and how those judgments affect the
timing or amount of revenue recognition. This standard, for which
the Company is currently assessing the impact, will become effective
for the Company on January 1, 2011.
In October 2009, the FASB issued an amendment to the accounting
standards related to certain revenue arrangements that include
software elements. This standard clarifies the existing accounting
guidance such that tangible products that contain both software and
non-software components that function together to deliver the
product's essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards.
Accordingly, sales of these products may fall within the scope of
other revenue recognition standards or may now be within the scope
of this standard and may require an allocation of the arrangement
consideration for each element of the arrangement. This standard,
for which the Company is currently assessing the impact, will become
effective for the Company on January 1, 2011.
2. GOING CONCERN
Gold Dynamic's financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and
settlement of liabilities and commitments in the normal course of
business for the foreseeable future. Since inception, the Company
has accumulated losses aggregating to $ 103,216 and has insufficient
working capital to meet operating needs for the next twelve months
as of July 31, 2010, all of which raise substantial doubt about
Vita's ability to continue as a going concern.
3. COMMON STOCK TRANSACTIONS
On July 14, 2006, the Company sold 5,000,000 common shares at $0.001
per share to the sole director of the Company for total proceeds of
$5,000.
On May 6, 2007, the Company sold 2,100,000 common shares pursuant to
a registration statement at $0.01 per share for total proceeds of
$21,000.
On April 22, 2008, the Company approved a forward split a 15 for 2
forward stock split to our stockholders of record as of April 23,
2008. The Company increased the authorized shares from 50,000,000 to
75,000,000. The Company did not change the par value of the shares.
All references to share value in these financial statements have
been restated to reflect this split. Subsequent to the forward
split, the Company had 53,250,000 common shares issued and outstanding.
On November 12, 2009, the Company sold 4,000.000 common shares at $
0.0125 per share to an investor for the total proceeds of $50,000.
As of July 31, 2010, total common share authorized is 500,000,000.
Common share issued and outstanding for the same period is 138,450,000.
4. RELATED PARTY TRANSACTIONS
An officer has loaned the Company $16,000, without a fixed term of
repayment. Imputed interest in the amount of $ 1,649 has been
included in additional paid in capital.
5. SUBSEQUENT EVENTS
There have been no subsequent events since July 31, 2010 through the
date of this filing.