ITEM 1 - DESCRIPTION OF BUSINESS
Business Development
Dynamic Gold Corp. (“Dynamic”) was incorporated in the State of Nevada on January 21, 2004. Our principal offices are located at Suite 506, 675 West Hastings Street, Vancouver, British Columbia, Canada, V6B 1N2. Our telephone number is (604) 681-3131.
Dynamic has not had any bankruptcy, receivership or similar proceeding since incorporation.
There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation.
Please note that throughout this Annual Report, and unless otherwise noted, the words “we”, “our”, “us”, the “Company” or “Dynamic”, refer to Dynamic Gold Corp.
Business of Issuer
We are an exploration stage company and have not yet generated or realized any revenues from our business operations.
On January 20, 2008, the Company allowed its interest in the Sobeski Lake Gold Property Claims to expire. The Sobeski Lake Gold property consisted of three mineral claims located in the Red Lake Mining District, in the province of Ontario, Canada. We had originally acquired our interest in the property by making a cash payment of $3,500 on June 16, 2004 to Dan Patrie Exploration Ltd. the registered owners of the property.
On January 8, 2008, we acquired, through our wholly owned subsidiary, Dynamic Gravel Holdings Ltd., a 100% interest in two gravel claims called the Northern Gravel Claims and Super Mammoth Gravel Claims (together the “Super Mammoth Gravel Project”) situated on tidewater for $25,000. The Super Mammoth Gravel Project was acquired by way of a purchase agreement. Mr. Farshad Shirvani has been paid CDN$25,000. Mr. Farshad Shirvani will receive no further payments from the Company.
The Super Mammoth Gravel Project consists of two mineral claim tenures that are approximately 124.1 hectares (“ha”) each in size (total 248.2 ha). A detailed report used in obtaining aggregate samples has been filed and accepted by the British Columbia’s Gold Commissioner’s office in September 2007. The claims are currently in good standing until their respective anniversary dates which are November 6, 2014 (Northern Gravel Claims) and January 19, 2015 (Super Mammoth Claim). The acquisition cost of $25,000 was initially capitalized as a tangible asset. During the year ended June 30, 2008, the Company recorded a write-down of mineral property acquisition costs of $25,000 related to the Super Mammoth Gravel Project.
The Super Mammoth Gravel Project is located at Lloyd Point on the east arm of Toba Inlet situated 50 kilometers east of Campbell River, British Columbia, Canada and 28 kilometers north of Powell River, British Columbia, on the British Columbia mainland. The existence of the Super Mammoth gravel deposit has been identified by Lands and Water British Columbia Inc. and has been the subject of numerous preliminary investigations over the years, with the potential to host year-round future sand and gravel aggregate operations with tidewater access. The potential operation could supply growing demand for a range of raw materials to British Columbia, Washington State, California and other United States and Pacific Rim coastal construction markets. The Super Mammoth Gravel Project is situated from sea level to approximately 300 meters in elevation that comprises a sorted accumulation of sand and gravel.
On June 5, 2008, a comprehensive National Instrument 43-101 compliant report (the “report”) on the Super Mammoth Gravel Project was completed. The report was prepared in accordance with the guidelines of National Instrument 43-101 “Standards of Disclosure for Mineral Projects” and is based on data and geological information gathered from public sources, assessment files, historical information, British Columbia provincial government maps and reports. The source information of data presented in the report discusses the geology and mineral potential of the Super Mammoth Gravel project and is believed to be reliable and accurate.
To date we have not performed any other work on our property. There is no assurance that a commercially viable mineral deposit exists on our property until further exploration is done and a comprehensive evaluation concludes economic feasibility.
Because Dynamic is an exploration stage company, in the event mineral deposits are confirmed as discovered on the Super Mammoth Gravel Project, we will not have the capability to remove and supply construction aggregate. When exploration stage companies discover mineral deposits, which are a rare occurrence, they typically sell their interest in the property to larger exploration, development or production stage mining companies, or they enter into a joint venture arrangement. The larger companies are then responsible for operating the property as a sand and gravel quarry or a mine. If a mineral deposit is discovered on the Super Mammoth Gravel Project, management anticipates entering into a similar arrangement with a more senior mining company.
Management’s plan of operation is to review the current market conditions and determine whether the Super Mammoth Gravel Project contains targets for future mineral exploration and development. The recoverability of amounts from the property will be dependent upon discovering economically recoverable reserves with specifications which are suitable for commercial products as defined by ASTM and CSA. Considerable further investigation will be required to establish the size of the deposit towards understanding its economic viability, the environmental concerns of the area and the social impact on various stakeholders.
Management anticipates the Company will be engaged in the acquisition, and exploration of additional mineral properties with a view to the exploitation of any mineral deposits discovered that demonstrate economic feasibility. Exploitation of a mineral deposit occurs when the company overseeing production processes rock or minerals from the property in order to remove and sell the contained resource in the deposit.
As an exploration stage company, we are engaged in the search for mineral deposits (reserves). We are not a development stage company involved in the preparation of an established commercially minable deposit for its extraction or a production stage company engaged in the exploitation of a mineral deposit.
Compliance with Government Regulation
Our mineral exploration program is subject to the Mineral Tenure Act (British Columbia) and Regulations. This act sets forth rules for:
locating claims;
posting claims;
working claims; and
reporting work performed.
The Mineral Tenure Act (British Columbia) and Regulations also govern the work requirements for a claim including the minimum annual work requirements necessary to maintain a claim. The holder of a mineral claim must perform exploration and development work on the claim of $4.40 including filing fees, per hectare (“ha”) per year. We have two tenures totaling 248.2 ha. The Company is required to perform a minimum of $1,092 per year.
We are also subject to the British Columbia Mineral Exploration Code (the "Code") that tells us how and where we can explore for minerals. We must comply with these laws to operate our business. The purpose of the Code is to assist persons who wish to explore for minerals in British Columbia to understand the process whereby exploration activities are permitted and regulated. The Code establishes Province-wide standards for mineral exploration and development activities. The Code also manages and administers exploration and development activities to ensure maximum extraction with a minimum of environmental disturbance. The Code does not apply to certain exploration work we will be conducting. Specifically, work that does not involve mechanical disturbance of the surface including:
prospecting using hand-held tools;
geological and geochemical surveying;
airborne geophysical surveying;
hand-trenching without the use of explosives; and
the establishment of gridlines that do not require the felling of trees.
Subject to the results of Phase I, exploration activities that we may carry out in subsequent phases which are subject to the provisions of the Code are as follows:
drilling, trenching and excavating using machinery; and
disturbance of the ground by mechanical means (blasting).
Prior to proceeding with any exploration work subject to the Code we must apply for a notice of work permit. In this notice we will be required to set out the location, nature, extent and duration of the proposed exploration activities. The notice is submitted to the regional office of the Mines Branch, Energy Division. We have not applied for this permit yet. We intend to do so, once we have secured the required funding to carry out the proposed program. We must raise a minimum of $100,000 before we will commence Phase I of our exploration program. Once applied for, this work permit is usually received within 60 days of the application date as it is granted as a matter of right.
The exploration permit that may be required for activities in phases subsequent to Phase I of our proposed exploration program is the only permit or license we will need to explore for minerals on our property. It will take approximately two weeks to obtain the exploration permit. The permit is free and is usually granted as a matter of right, when applied for.
Environmental Laws
We will also have to sustain the cost of reclamation and environmental remediation for all work undertaken which causes sufficient surface disturbance to necessitate reclamation work. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to a natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused, i.e. refilling trenches after sampling or cleaning up fuel spills. Our Phase I and II programs do not require any reclamation or remediation other than minor clean up and removal of supplies because of minimal disturbance to the ground. The amount of these costs is not known at this time as we do not know the extent of the exploration program we will undertake, beyond completion of the recommended two phases described above. Because there is presently no information on the size, tenure, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on our earnings or competitive position in the event a potentially economic deposit is discovered.
Employees
General. At present, there are no employees, other than the current officers and directors, who devote their time as required to the business operations. We intend to hire independent geologists, engineers and excavation subcontractors on an as needed basis. We have not entered into any negotiations or contracts with any of them other than Mr. Eric Ostensoe and Mr. Gary Payie who were independently employed to conduct field investigations and complete a comprehensive geological report on the Sobeski Lake Gold property and Super Mammoth Gravel Project respectively. Mr. Ostensoe and Mr. Payie are both independent geologists and would not be considered employees of Dynamic.
Research and Development Expenditures
To date a total of $1,000 has been incurred in connection with Mr. Ostensoe’s preparation of a geological report concerning the Sobeski Lake Gold property. The Company allowed the claims to expire on January 20, 2008.
An additional $11,500 (June 30, 2008) has been incurred in connection with the preparation and completion of the Comprehensive National Instrument 43-101 compliant report on the Super Mammoth Gravel Project.
There have been no other research and development expenditures incurred since our incorporation.
Competition
While the mineral property exploration business is competitive, management does not anticipate having difficulties retaining qualified personnel to conduct exploration on the Super Mammoth Gravel Project.
There are a large number of mineral exploration companies such as Dynamic that look to acquire interests in properties and conduct exploration on them. Given the large number of unexplored or under explored mineral properties that are currently available for acquisition, management does not expect competition to have a material impact on business operations.
In the mineral exploration sector, our competitive position is insignificant. There are numerous mineral exploration companies with substantially more capital and resources that are capable of securing ownership of mineral properties with a greater potential to host economic mineralization. We are not able to compete with such companies. Instead, management has determined that the Company will attempt to acquire properties without proven mineral deposits that may have the potential to contain mineral deposits.
Subsidiaries
We have one subsidiary company “Dynamic Gravel Holdings Ltd.” Dynamic Gold (Canada) Corp. was formed on November 21, 2007 in the Province of Alberta, Canada to hold our interest in the Super Mammoth Gravel Project. On November 22, 2007 Dynamic Gold (Canada) Corp. changed its corporate name to Dynamic Gravel Holdings Ltd.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Risk Factors
An investment in the common stock of the Company involves a high degree of risk. You should carefully consider the risks described below and the other information in this annual report before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
Risks Relating to the Company
If we do not obtain additional financing, our business will fail.
Our cash reserves are not sufficient to meet our obligations for the next-twelve month’s 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 our common stock. As well, our management is prepared to provide us with short-term loans; during the twelve month period ended June 30, 2012, the Company borrowed $33,500 (June 30, 2011 - $11,500) for a total of $185,000 from an officer, director and shareholder of the Company. This promissory note payable bears interest at 10% per annum, $61,964 (June 2012 - $16,524) interest has been accrued and is secured by a general assignment over all the assets of the Company and is due on January 8, 2013.
Our business plan calls for significant outlays of expense in connection with the exploration of the Super Mammoth Gravel Project. We do not have sufficient working capital to conduct an initial phase of exploration on the property estimated to cost $100,000. We will require funding of $300,000 to complete the recommended stage one and two work programs and significant additional funding in order to determine whether the property contains material which is suitable for commercial products. We will also require additional financing if the costs of the exploration of the Super Mammoth Gravel Project are greater than anticipated.
We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the domestic and export market prices for sand and gravel aggregate, investor acceptance of our property and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.
The most likely source of future funds presently available to us is through the sale of equity capital or loans from our directors. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the Super Mammoth Gravel Project to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.
Because we have not commenced business operations, we face a high risk of business failure.
We have not yet commenced exploration on the property. Accordingly, we have no way to evaluate the likelihood that our business will be successful. To date, we have been involved primarily in organizational activities and the acquisition of our mineral property. We have not earned any revenues as of the date of this annual report.
Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.
Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. If our exploration programs are successful in establishing materials of commercial grade, we will require additional funds in order to further develop the property.
We expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the Super Mammoth Gravel Project and the production of minerals from the claims, we will not be able to earn profits or continue operations.
There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages which could hurt our financial position and possibly result in the failure of our business.
The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.
Even if we discover commercial reserves of economic sand and gravel on the Super Mammoth Gravel Project property we may not be able to successfully commence commercial production unless we receive additional funds, of which there are no guarantees.
Even if our exploration programs are successful in establishing that the physical and chemical properties as defined by ASTM or CSA specifications of the sand and gravel present on the Super Mammoth Gravel Project is suitable for commercial products; considerable further investigation will be required to establish the size of the deposit towards understanding its economic viability, the environmental concerns of the area and the social impact on various stakeholders. We will also require additional funds in order to place the Super Mammoth Gravel Project into commercial production. We may not be able to obtain such funding.
Our independent auditor believes there is substantial doubt that we will continue as a going concern. If we do not continue as a going concern, you will lose your investment.
The Report of Independent Registered Public Accounting Firm to our audited consolidated financial statements for the year ended June 30, 2012, indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our net loss position, our failure to attain profitable operations and our dependence upon obtaining adequate financing. If we are not able to continue as a going concern, it is likely investors will lose their investments.
Because our directors own 53.60% of our outstanding common stock, they could make and control corporate decisions that may be disadvantageous to other minority shareholders.
Our directors own approximately 53.60% of the outstanding shares of our common stock. Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. They will also have the power to prevent or cause a change in control. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
Because our directors have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.
Our President will be devoting only 10% of his time to our business upon commencement of business operations. Currently our President, Chief Financial Officer and Corporate Secretary devote approximately 10% of their time to our affairs. It is possible that the demands on our officers and directors from their other obligations could cause them to be unable to devote sufficient time to the management of our business. In addition, they may not possess sufficient time for our business if the demands of managing our business increased substantially beyond current levels.
Risks Relating to Our Common Stock
The trading price of our common stock on the Over-The-Counter Bulletin Board will fluctuate significantly and stockholders may have difficulty reselling their shares.
As of the date of this Annual Report, our common stock trades on the Over-the-Counter Bulletin Board under the symbol “DYGO”. To date none of our shares have traded on this market. Also, there is a volatility associated with Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our discovery or development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) lack of funding generated for operations; (v) investor perception of our industry or our prospects; and (vi) general economic trends.
In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.
Our common stock is considered a penny stock. Trading of our stock is restricted by the Securities and Exchange Commission’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.
Our stock is considered a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder’s ability to buy and sell our stock.
In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Reports to Securities Holders
We are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities and Exchange Commission on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a current report on Form 8-K.
You may read and copy any materials we file with the Securities and Exchange Commission at their Public Reference Room Office, 100 F Street, NE, Room 1580, Washington, D.C. 20549-0102. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. Additionally, the Securities and Exchange Commission maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Securities and Exchange Commission.
ITEM 2
ITEM 2 - DESCRIPTION OF PROPERTY
Corporate Headquarters, Vancouver, British Columbia
Our corporate headquarters are located at Suite 506, 675 West Hastings Street, Vancouver, British Columbia, V6B 1N2. Our President, Mr. Tim Coupland, provides this office space to us free of charge. We do not own nor lease office space. Our President Mr. Tim Coupland makes contributions to capital for rent of the offices in Vancouver, British Columbia. This arrangement is expected to continue until such time as our activities necessitate we relocate, as to which no assurance can be given. We have no agreements with respect to the maintenance or further acquisition of an office. Our current premises are adequate for our existing operations.
Mining Properties - General
We hold a 100% interest in and to two mineral tenures in an area known as the Super Mammoth Sand and Gravel Property, along Homfray Channel at Lloyd Point on the south coast of British Columbia. Titles to the properties are held in trust by Mr. Farshad Shirvani under provisions of the British Columbia Mineral Act. This property comprises five (5) claims with an approximate area of 248 hectares. Our property interest in the claims is limited to mineral exploration and extraction rights. We do not have any real property interest in the claims.
We do not own or lease any property other than the Super Mammoth Sand and Gravel property.
Super Mammoth Sand and Gravel Property
We acquired the mineral claims located at Super Mammoth along the Homfray Channel at Lloyd Point on the south coast of British Columbia, Canada from Mr. Farshad Shirvani. We paid the owner $25,000 in order to acquire a 100% interest in the mineral claims. Mr. Farshad Shirvani is at arm’s length to us. There are no other underlying agreements or interests in the mineral claims.
Title to the Super Mammoth Sand and Gravel Property
The Super Mammoth Sand and Gravel Project consists of two mineral claim tenures that are approximately 124.1 hectares (“ha”) each in size (total 248.2 ha). A detailed report used in obtaining aggregate samples was filed and accepted by the British Columbia’s Gold commissioner’s office in September, 2007. The claims are currently in good standing until their respective anniversary dates which are November 6, 2014 (Northern Gravel Claim) and January 19, 2015 (Super Mammoth Claim). Our President, Mr. Tim Coupland, holds title to each property in trust on behalf of the Company under prospector license #144149, registered in the province of British Columbia. We do not own any real property interest in the land covered by the claims. In order to retain title the properties we are required to spend $4.40 per ha per annum in accordance with the Mineral Tenure Act (British Columbia). There are no other conditions required.
A summary of the two tenures can be found below:
Location and Means of Access to the Property
The Super Mammoth aggregate site at Lloyd Point lies on the mainland of British Columbia, 50 kilometers east of Campbell River. Campbell River is located on Vancouver Island and is a town with a population of 31,000 that provides services and accommodations for a mixed population of fishermen, forest workers, miners, government employees and retirees. In season it supports a busy tourist scene that caters to, among others, sports fishermen, whale watchers, recreational divers and the boating fraternity. Smaller cruise ships en route to Alaska frequently have called to enable passengers to explore the native culture and the natural beauty of the area and the docking facilities have been enlarged to accommodate larger ships. Scheduled airlines services and a recently upgraded provincial highway provide easy access to the area.
A second point of access to the Super Mammoth site is by a 45 minute water taxi trip from Lund, a small community on the mainland coast, 28 kilometers north of the city of Powell River.
The Super Mammoth aggregate site is accessed exclusively from the shore: float-equipped aircraft and water taxis can land passengers on the beach. Heavily overgrown logging roads and logging debris are testimony to logging operations that removed merchantable timbers many decades ago. The mineral tenures extend from sea level at the mouth of Lloyd Creek easterly upstream to about 800 meters elevation.
The Lloyd Point area experiences a moderate coastal marine climate: annual precipitation is substantial, largely rain in the winter months and amounting to about 400 millimeters with occasional episodes of snowfalls. Maximum snowfall seldom exceeds one meter. Temperatures vary seasonally in the range of -15c in winter to 25c in summer. Foggy conditions occur in all seasons and may interfere with water travel and aircraft.
The Super Mammoth property is close to Toba Inlet, one of the many coastal fiords of the Coast Mountains of British Columbia.
Exploration History
On June 5, 2008, a comprehensive Canadian National Instrument 43-101 compliant report (the “report”) on the Super Mammoth Gravel Project was completed. The 43-101 report was prepared in accordance with the guidelines of National Instrument 43-101 “Standards of Disclosure for Mineral Projects” and is based on data and geological information gathered from public sources, assessment files, historical information, British Columbia provincial government maps and reports. The source information of data presented in the report discusses the geology and mineral potential of the Super Mammoth Gravel project and is believed to be reliable and accurate.
The Super Mammoth Gravel Project is without known reserves and the proposed program based on the recommendations of the report is exploratory in nature.
From review of historical records, the Super Mammoth gravel deposit was first discovered several decades ago by employees of an unnamed major mining company during a prospecting exploration program in search of metallic ores.
In 1971, work was completed on fourteen samples by Coast Eldridge Professional Services Division of Warnock Hersey International Limited for Copper Range Exploration Company which included grading analyses, organic impurities tests and a visual examination. The report does not indicate where the samples were taken or even where the property was located. Few details are available concerning the size and quality of the samples, methods of acquiring the samples, transportation of the samples, laboratory procedures and equipment employed and treatment of data obtained.
The British Columbia Geological Surveys, as part of a coastal resource review, identified the Lloyd Point/Lloyd Creek area as having primary aggregate potential and outlined the area of interest.
In 2002, geological reporting was done by Mr. Alex Burton for title holders Mr. Alex Burton and Mr. Tim Coupland. Mr. Alex Burton, a former employee of the original operator from the 1970’s and a registered professional engineer and geologist, visited the property in 2002 and carried out some mapping of the surficial deposit.
Levelton Engineering Ltd. was engaged in 2002 to undertake a “desk top” review of the aggregate site, to make a site visit, to consult with government agencies, and to process a small number of samples.
In 2007, Mr. Farshad Shirvani was the owner of the Northern Gravel and Super Mammoth 5 mineral tenures. He assembled details of previous work on the properties and under his direction work on the aggregate deposit, known as the Northern One deposit, resumed in September 2007. The purpose of the work was to confirm and update previous analyses of aggregate material from the property. Mr. Eric Ostensoe, in a geological consulting capacity, on September 11, 2007, obtained samples of representative materials from four sites on the property.
Rock Formation and Mineralization.
Geological Setting
The Super Mammoth aggregate deposit is located near the estuary of Lloyd Creek, a small coastal stream that flows westerly from Mount Crawshay in the Unwin Range, a minor part of the Coast Mountains of southwestern British Columbia. The Coast Mountains comprise the largest mountain mass in Canada and extend the entire length of the Cordillera. They are dissected by large, deep, U-shaped valleys, and glacier and ice fields are present throughout the various ranges. Granitic batholiths underlie the greatest part of the Coast Mountains and are the source of most of the components of nearby occurrences of alluvial, glaciofluvial, morainal and till deposits that have been derived by glacial and other erosional processes.
The Super Mammoth claims are underlain by Later Jurassic to Early Cretaceous quartz diorite and grandodiorite of the Coast Plutonic Complex. The sand and gravel deposit is situated between sea level and about 300 meters elevation and comprises a weakly stratified, poorly sorted accumulation of sand and gravel with cobble and boulder-sized clasts. Very small amounts of clay and silt-sized components act as weak cementing agents that give sufficient competency to support shallow cutbanks. The deposit was likely formed by periglacial processes that prevailed at the time of waning glacial activity, when meltwaters attacked till accumulations that were deposited by valley glaciers. Much of the deposition occurred in a marine environment - the area may have been submerged as a result of crustal compression from ice loading. However, the continental scale accumulation of huge quantities of ice also lowered seal levels and the subsequent rising seal level occurred in step with post-glacial rebound.
Deposit Types
The term sand and gravel refers to natural deposits or unprocessed material. The term aggregate, refers to the product processed for industrial use by crushing or washing and screening. Hora (2007) defines sand and gravel deposits as those that are deposited by high-energy streams draining continental areas, mainly during deglaciation. The main source of the granular material is melting glacier ice containing large quantities of eroded bedrock and sediment. This outwash material is transported by flowing water and deposited in a variety of landforms with granular material as a main component.
Mineralization
Burton (2002) is the main historical source of the Super Mammoth sand and gravel deposit description. The deposit is a raised or perched delta-type sand and gravel deposit. It forms low bench-like accumulations of glaciofluvial deposits near and upstream from the mouth of Lloyd Creek in Homfray Channel and is reported to continue upstream for over 1.6 kilometers, as indicated by exposures along the creek and the old logging road. Perched delta landforms occur intermittently to the east up to 365 meter elevation where they are replaced by glacialfluvial morainal outwash material. Most of the exposures of the main gravels are reported to be part of the deltaic topset beds and in one exposure is seen to have a minimum of 30 meters thickness. The beds exposed are mainly flat lying and composed of gravels with the maximum size boulders up to 60 centimeters in diameter, but these were uncommon. Geological composition was of mixed rock types that were dominated by granites, grandodiorite and diorite with lesser volcanic rocks. Particle shares were characterized as subround or aubangular. Shrimer reports that the “course aggregate would be equivalent in physical quality to typical commercial supplies of aggregate in use in many areas of British Columbia and Washington.”
Geological Report: Super Mammoth Gravel Project
The Company commissioned and obtained a National Instrument 43-101 technical report by Mr. Gary Payie, P.Geo, a professional geologist from Victoria, British Columbia, dated April 10, 2008, to provide an up to date summary of previous exploration work on the property and to make recommendations for further exploration work (the “report”). Based on the report, we intend to implement an exploration program and intend to proceed in the following two phases all of which will be supervised by Mr. Brian Game, our director who is a professional geologist.
Phase 1. Phase 1 consist of a mapping and sampling exercise by quaternary geologist, followed by a 5 kilometer seismic geophysical program towards obtaining a model of the 3 dimensional shape of the deposit. Phase 1 consists of the following three stages:
Stage 1 - Mapping and sampling by a qualified quaternary geologist specialized in fluvial and glaciofluvial surficial sediments and their landform characteristics including: raised deltas, floodplains, fans and deltas, kames, eskers and outwash plains. The purpose of the proposed mapping is primarily to determine more accurately the extent of the deposit and secondarily to gather more information on the qualities of the materials. This program could be conducted over the course of a week to two week period where weather conditions permit.
Stage 2 - Clearing of the old road and north-south line cutting to facilitate further geological work and future surveys. Line density and length will be determined by the mapping study and the requirements of a proposed seismic survey.
Stage 3 - Seismic survey of up to 5 km total length is recommended in order to establish the three dimensional shape of the deposit. The extent and location of the seismic lines will depend on the mapping done earlier in the field season. The survey will follow the cutlines created earlier in the season that were located according to the predetermined needs of the seismic surveyor.
Phase 1 will take approximately one month and cost up to $100,000.
Phase 2. Subject to the results of the report provided by the results obtained in Phase I, we will continue to Phase 2. Phase 2 will consists of 1200 meters of drilling, possibly with the use of a sonic drill to determine shape (volume) of the deposit and quality of the material. Drill targets are dependent on the Phase 1 seismic survey.
Phase 2 will take approximately one month and cost up to $200,000.
General. If the geologist's report based on the laboratory analysis advises that the results of each Phase are not successful, we will explore other mineral properties.
The initial phase of exploration at the Super Mammoth Gravel Project has not yet begun. Once each phase of exploration is complete, management will make a decision as to whether or not to proceed with each successive phase based upon the analysis of the results of that program. The directors of the Company will make this decision based upon the recommendations of the independent geologist who oversees the program and records the results, as well as upon the recommendations of Mr. Brian Game, our director who is a professional geologist.
Even if the currently recommended exploration programs are completed at the Super Mammoth Gravel Project and they are successful, the Company will need to spend substantial additional funds on further drilling and engineering studies before it will ever be known if there is a commercially viable mineral deposit (a reserve) on the property.
Real Estate Investments
We do not currently maintain any investments in real estate, real estate mortgages or securities of persons primarily engaged in real estate activities, nor do we expect to do so in the foreseeable future.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS
Dynamic is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.
Our address for service of process in Nevada is 1802 N. Carson Street, Suite 212, Carson City, Nevada, 89701.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of our fiscal year to a vote of security holders, through the solicitation of proxies or otherwise.
PART II
ITEM 5
ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISUER PURCHASES OF EQUITY SECURITIES
Market Information
Our shares of common stock are quoted on the National Association of Securities Dealers' OTC Bulletin Board under the symbol “DYGO”. There have been no trades in the shares of the common stock.
Holders of Common Stock
As of September 14, 2012, we had 42 stockholders of record holding 9,515,000 shares of common stock.
Dividend Policy
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual course of business; or
2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
Equity Compensation Plan
We do not have any securities authorized for issuance under any equity compensation plans.
Recent Sales of Unregistered Securities
None.
ITEM 6
ITEM 6 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OR PLAN OF OPERATION
Selected Financial Data
The selected financial information presented below as of and for the periods indicated is derived from our consolidated financial statements contained elsewhere in this report and should be read in conjunction with those consolidated financial statements. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” found elsewhere in this report.
Historical results of operations for Dynamic Gold Corp. may differ materially from future results.
This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and related notes. The discussion and analysis of the financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis the Company reviews its estimates and assumptions. The estimates were based on historical experience and other assumptions that the Company believes to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but the Company does not believe such differences will materially affect our financial position or results of operations. Critical accounting policies, the policies the Company believes are most important to the presentation of its financial statements and require the most difficult, subjective and complex judgments are outlined below in ”Critical Accounting Policies”.
Explanatory Note on Consolidated Financial Statements
The audited consolidated financial statements included in this report have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.
Plan of Operations
Our plan of operation for the twelve months following the date of this report is to complete the recommended phase one exploration program on the Super Mammoth Gravel Project. According to his geology report, Mr. Payie estimates that the first phase, consisting of mapping, sampling and a five (5) kilometer seismic geophysical program towards obtaining a model of the three (3) dimensional shape of the deposit will cost approximately $100,000. This phase of the program will involve the work of one geologist and assistant for ten (10) days and an additional four (4) man crew performing line cutting for approximately seven (7) days.
We will then commence the second phase of exploration. This phase will consist of a drilling program to determine the shape (volume) of the deposit and quality of the material and will take an additional month to complete. It will entail at lease two (2) additional weeks of work for the six (6) man crew which includes a qualified geologist, one (1) assistant and four (4) crew members. This phase has an estimated cost of $200,000.
We do not have any arrangement with a qualified geologist to oversee these programs. However, subject to availability, we intend to retain Mr. Payie. He will be responsible for hiring any additional personnel needed for the exploration programs.
As well, we anticipate spending an additional $50,000 on administrative fees, including professional fees payable in connection with the filing of this registration statement and complying with reporting obligations. Total expenditures over the next twelve (12) months are therefore expected to be approximately $525,000.
Limited Operating History; Need for Additional Capital
In the notes to the Company’s audited consolidated financial statements as of June 30, 2012, included elsewhere in this Form 10-K, the Company’s auditors included an explanatory paragraph stating that, because the Company had a working capital deficiency of $(252,761) as of June 30, 2012, and had incurred accumulated losses of $(616,861) for the period from January 21, 2004 (inception) to June 30, 2012, there was substantial doubt about its ability to continue as a going concern.
There is limited historical financial information about the Company upon which to base an evaluation of its performance. The Company is an exploration stage enterprise and has not generated any revenues from operations. The Company cannot guarantee it will be successful in its business operations. The Company’s business is subject to risks inherent in the establishment of a new resource exploration company, including limited capital resources, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. To become profitable the Company will attempt to implement its plan of operation as detailed above.
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 our common stock. As well, our management is prepared to provide us with short-term loans.
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 directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.
If we do not secure additional funding for exploration expenditures, we may consider seeking an arrangement with a joint venture partner that would provide the required funding in exchange for receiving a part interest in the Super Mammoth Gravel Project. We have not undertaken any efforts to locate a joint venture partner. There is no guarantee that we will be able to locate a joint venture partner who will assist us in funding exploration expenditures upon acceptable terms.
If we are unable to arrange additional financing or find a joint venture partner for the Super Mammoth Gravel Project, our business plan will fail and operations will cease.
Results of Operations for the Year Ending June 30, 2012
We have not earned any revenues from our incorporation on January 21, 2004 to June 30, 2012. We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the property.
The Company’s net loss for the year ended June 30, 2012 was $106,671 compared to a net loss of $82,294 for the year ended June 30, 2011. Contributing to the period over period differences were bank charges and interest of $17,162 (2011 -$15,564), filing and financing fees of $18,620 (2011 - $7,803), legal and accounting fees of $6,848 (2011 - $7,141), management fees of $60,000 (2011 - $60,000), rent of $3,600 (2011 - $3,600) and recovery of expense of $Nil (2011 -$12,000).
We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.
Liquidity and Capital Resources
At June 30, 2012, we had cash on hand of $8,285 (2011 - $3,084) and liabilities of $261,046 (2011 - $212,774) consisting of accounts payable and accrued liabilities of $14,082 (2011 - $15,834) and loans from our president, Mr. Tim Coupland, for $246,964 (2011 - $196,940).
We will require additional funding in order to cover all anticipated administration costs and to proceed with the phase one and two of stage one exploration program that is estimated to cost $100,000, as well as the stage two drilling program on the property, estimated to cost $200,000.
Capital Expenditures
The Company expended no amounts on capital expenditures for the period from inception to June 30, 2012. At present there are no transactions being contemplated by management or the board that would affect the financial condition, results of operations and cash flows of any asset of the Company.
Off-balance Sheet Arrangements
The Company has no off-balance sheet arrangements that would require disclosure.
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods. These estimates and assumptions are affected by management's application of accounting policies.
Basis of presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to exploration stage enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is June 30.
Principles of consolidation
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Dynamic Gravel Holdings Ltd. (“Dynamic Gravel”), a company incorporated in the province of Alberta on November 21, 2007. All significant inter-company balances and transactions have been eliminated upon consolidation.
Cash and cash equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
Mineral property costs
The Company is primarily engaged in the acquisition, exploration and development of mineral properties.
Mineral property acquisition costs are initially capitalized as tangible assets when purchased. At the end of each fiscal quarter end, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.
Mineral property exploration costs are expensed as incurred.
Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.
As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs.
Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
Financial instruments
The carrying amounts of cash and cash equivalents, accounts payable and due to related party approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, not does it utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.
Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments.
Derivative financial instruments
The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Environmental expenditures
The operations of the Company have been, and may in the future, be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures.
Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.
Income taxes
Deferred income taxes are reported for timing difference between items of income or expense reported in the consolidated financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.
Basic and diluted loss per share
The Company computes net loss per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.
Comprehensive loss
ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at June 30, 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the consolidated financial statements.
Segments of an enterprise and related information
ASC 280, “Segment Reporting”, establishes guidance for the way that public companies report information about operating segments in annual consolidated financial statements and requires reporting of selected information about operating segments in interim consolidated financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this Codification and does not believe it is applicable at this time.
Start-up expenses
The Company has adopted ASC 720-15, “Start-Up Costs”, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s expenses for the period from the date of inception on January 21, 2004 to June 30, 2012.
Foreign currency translation
The Company’s functional and reporting currency is in U.S. dollars. The consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Use of estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.
Concentration of credit risk
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management also routinely assesses the financial strength and credit worthiness of any parties to which it extends funds and as such, it believes that any associated credit risk exposures are limited.
Risks and uncertainties
The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.
Comparative figures
Certain comparative figures have been adjusted to conform to the current year’s presentation.
Recent Accounting Pronouncements
In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-12, “Comprehensive Income”. This ASU effectively defers the changes in ASU No. 2011-05, “Presentation of Comprehensive Income” that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. ASU No. 2011-12 should be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after 15 December 2011. As ASU No. 2011-12 relates only to the presentation of Comprehensive Income, the adoption of this update will not have a material effect on the Company’s consolidated financial statements.
In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income”, which gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU No. 2011-05 is effective for fiscal quarters beginning after 15 December 2011. The adoption of ASU No. 2011-05 will not have a material impact on the Company’s consolidated financial statements.
In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement” to amend the accounting and disclosure requirements on fair value measurements. This ASU limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, this update expands the disclosure on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. ASU No. 2011-04 is to be applied prospectively
and is effective during interim and annual periods beginning after 15 December 2011. The Company does not expect the adoption of this update will have a material effect on its consolidated financial statements.
Quantitative and Qualitative Disclosures about Market Risk
The Company does not issue or invest in financial instruments or their derivatives for trading or speculative purposes. The limited operations of the Company are conducted primarily in Canada, and, are not subject to material foreign currency exchange risk. Although the Company has outstanding debt and related interest expense, market risk of interest rate exposure in the United States is currently not material.
ITEM 7
ITEM 7 - CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
As used herein, the terms “Company,” “our,”, “we,” and “us” refer to Dynamic Gold Corp., a Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying audited consolidated financial statements included in the Form 10-K reflect all adjustment (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the period presented. The results of operation for the years presented are not necessarily indicative of the results to be expected for the future years.
Dynamic Gold Corp.
(An Exploration Stage Company)
Consolidated Financial Statements (Expressed in U.S. Dollars)
30 June 2012
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Dynamic Gold Corp.
(An Exploration Stage Company)
We have audited the accompanying consolidated balance sheets of Dynamic Gold Corp. (An Exploration Stage Company) (the “Company”) as of 30 June 2012 and 2011 and the related consolidated statements of operations and deficit, cash flows and changes in stockholders’ deficiency for each of the years in the three-year period ended 30 June 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 30 June 2012 and 2011 and the results of its operations and its cash flows for each of the years in the three-year period ended 30 June 2012 in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ James Stafford
Chartered Accountants
Vancouver, Canada
4 September 2012
Dynamic Gold Corp.
(An Exploration Stage Company)
Consolidated Balance Sheets
(Expressed in U.S. Dollars)
Nature and Continuance of Operations (Note 1), Commitment and Congtingency (Note 9) and Subsequent Event (Note 12)
On behalf of the Board:
/ s / Tim Coupland Director / s / Robert Hall Director
The accompanying notes are an integral part of these consolidated financial statements.
Dynamic Gold Corp.
(An Exploration Stage Company)
Consolidated Statements of Operations and Deficit
(Expressed in U.S. Dollars)
The accompanying notes are an integral part of these consolidated financial statements.
Dynamic Gold Corp.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
Supplemental Disclosures with Respect to Cash Flows (Note 10)
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
1. Nature and Continuance of Operations
Dynamic Gold Corp. (the “Company”) was incorporated under the laws of the State of Nevada on 21 January 2004 and is in the exploration stage.
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company is an exploration stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”. The Company is devoting all of its present efforts in establishing a new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period.
The Company is in the business of acquiring and exploring mineral properties. The recoverability of the amounts expended by the Company on acquiring and exploring mineral properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to complete the acquisition and/or development of the properties and upon future profitable production.
The Company’s consolidated financial statements as at 30 June 2012 and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a loss of $106,671 for the year ended 30 June 2012 (30 June 2011 - $82,294, 30 June 2010 - $92,183, cumulative - $616,861) and has a working capital deficit of $252,761 at 30 June 2012 (30 June 2011 - $209,690).
Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 30 June 2012. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
At 30 June 2012, the Company had suffered losses from exploration activities to date. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
2. Significant Accounting Policies
The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.
Basis of presentation
The consolidated financial statements of the Company have been prepared in accordance with GAAP applicable to exploration stage enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is 30 June.
Principles of consolidation
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Dynamic Gravel Holdings Ltd. (“Dynamic Gravel”), a company incorporated in the province of Alberta on 21 November 2007. All significant inter-company balances and transactions have been eliminated upon consolidation.
Cash and cash equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
Derivative financial instruments
The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Mineral property costs
The Company is primarily engaged in the acquisition, exploration and development of mineral properties.
Mineral property acquisition costs are initially capitalized as tangible assets when purchased. At the end of each fiscal quarter end, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.
Mineral property exploration costs are expensed as incurred.
Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.
As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs (Note 3).
Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
Environmental expenditures
The operations of the Company have been, and may in the future, be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures.
Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.
Income taxes
Deferred income taxes are reported for timing differences between items of income or expense reported in the consolidated financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.
Comprehensive loss
ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at 30 June 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the consolidated financial statements.
Basic and diluted net loss per share
The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.
Segments of an enterprise and related information
ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information about operating segments in annual consolidated financial statements and requires reporting of selected information about operating segments in interim consolidated financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this Codification and does not believe it is applicable at this time.
Start-up expenses
The Company has adopted ASC 720-15, “Start-Up Costs”, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s expenses for the period from the date of inception on 21 January 2004 to 30 June 2012.
Foreign currency translation
The Company’s functional and reporting currency is U.S. dollars. The consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Risks and uncertainties
The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.
Use of estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.
Comparative figures
Certain comparative figures have been adjusted to conform to the current year’s presentation.
Recent Accounting Pronouncements
In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-12, “Comprehensive Income”. This ASU effectively defers the changes in ASU No. 2011-05, “Presentation of Comprehensive Income” that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. ASU No. 2011-12 should be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after 15 December 2011. As ASU No. 2011-12 relates only to the presentation of Comprehensive Income, the adoption of this update will not have a material effect on the Company’s consolidated financial statements.
In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income”, which gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU No. 2011-05 is effective for fiscal quarters beginning after 15 December 2011. The adoption of ASU No. 2011-05 will not have a material impact on the Company’s consolidated financial statements.
In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement” to amend the accounting and disclosure requirements on fair value measurements. This ASU limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, this update expands the disclosure on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. ASU No. 2011-04 is to be applied prospectively and is effective during interim and annual periods beginning after 15 December 2011. The Company does not expect the adoption of this update will have a material effect on its consolidated financial statements.
3. Unproven Mineral Property
During the year ended 30 June 2008, the Company acquired, through its wholly owned subsidiary, a 100% undivided rights, title and interest in and to two gravel claims called the Northern Gravel Claims and Super Mammoth Gravel Claims (the “Super Mammoth Gravel Project”) situated along the Homfray Channel at Lloyd Point on the south coast of British Columbia, Canada for $25,000. The Super Mammoth Gravel Project consists of two mineral claim tenures that are approximately 124.1 hectares (“ha”) each in size (total 248.2 ha). The claims are currently in good standing until their respective anniversary dates which are 6 November 2014 (Northern Gravel Claims) and 19 January 2015 (Super Mammoth Claim). The acquisition cost of $25,000 was initially capitalized as a tangible asset. During the year ended 30 June 2008, the Company recorded a write-down of mineral property acquisition costs of $25,000 related to the Super Mammoth Gravel Project.
During prior years, the Company acquired a 100% undivided right, title and interest in and to the 24 claim units located in the Red Lake Mining District in the province of Ontario, Canada (the “Sobeski Lake Gold Property”) for $10,607. The Company allowed these claims to expire on 20 January 2008. The Company recorded a write-down of mineral property acquisition costs of $10,607 related to the Sobeski Lake Gold Property.
The Company had no expenditures related to the Super Mammoth Gravel Project for the year ended 30 June 2012 (30 June 2011 - $Nil, 30 June 2010 - $Nil, cumulative - $35,607).
4. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.
During the year ended 30 June 2012, the Company wrote off accounts payable balances in the amount of $Nil (30 June 2011 - $12,000, 30 June 2010 - $Nil, cumulative - $12,000) related to consulting fees that had remained unpaid for several years without any claim being made by the creditor against the Company. Management does not consider these amounts are payable although there is no assurance that a formal claim will not be made against the Company for some or all of these balances in the future. The write down has been recorded as a recovery of expenses and a decrease in accounts payable (Notes 9 and 10).
On 14 September 2011, the Company entered into a loan amending agreement with an officer, director and shareholder of the Company (the “First Amending Agreement”). The First Amending Agreement extended the principal balance of the loan from $151,500 to $156,500. The Company received the advance of $5,000 from the officer, director and shareholder of the Company on 14 September 2011 (Note 9).
On 22 September 2011, the Company entered into a loan amending agreement with an officer, director and shareholder of the Company (the “Second Amending Agreement”). The Second Amending Agreement extended the principal balance of the loan from $156,500 to $160,000. The Company received the advance of $3,500 from the officer, director and shareholder of the Company on 22 September 2011 (Note 9).
On 7 January 2012, the Company entered into a loan amending agreement with an officer, director and shareholder of the Company (the “Third Amending Agreement”). The Third Amending Agreement extended the principal balance of the loan from $160,000 to $170,000. The Company received the advance of $10,000 from the officer, director and shareholder of the Company on 7 January 2012 (Note 9).
On 8 January 2012, the Company entered into a loan amending agreement with an officer, director and shareholder of the Company (the “Loan Amending Agreement”). The Loan Amending Agreement extended the repayment date on the amount due from 8 January 2012 to 8 January 2013 (Note 9).
On 8 May 2012, the Company entered into a loan amending agreement with an officer, director and shareholder of the Company (the “Fourth Amending Agreement”). The Third Amending Agreement extended the principal balance of the loan from $170,000 to $185,000. The Company received the advance of $15,000 from the officer, director and shareholder of the Company on 8 May 2012 (Note 9).
The amount due to related party of $246,964 as at 30 June 2012 (30 June 2011 - $196,940) is due to an officer, director and shareholder of the Company. The loan bears interest at 10% per annum, is secured by a general agreement over all of the assets of the Company and is due and repayable on 8 January 2012. During the year ended 30 June 2012, the Company accrued interest of $16,524 (30 June 2011 - $14,592, 30 June 2010 - $13,170, cumulative - $61,964). The balance of $246,964 consists of principal and accrued interest of $185,000 and $61,964, respectively (Notes 9 and 10).
Authorized
The total authorized capital is 75,000,000 common shares with a par value of $0.001.
Issued and outstanding
The total issued and outstanding capital stock is 9,515,000 common shares with a par value of $0.001 per common share.
7. Related Party Transactions
During the year ended 30 June 2012, an officer and director of the Company made contributions to capital for management fees in the amount of $60,000 (30 June 2011 - $60,000, 30 June 2010 - $60,000, cumulative -$312,000) and for rent in the amount of $3,600 (30 June 2011 - $3,600, 30 June 2010 - $3,600, cumulative -$21,600) (Note 10).
The Company has losses carried forward for income tax purposes to 30 June 2012. There are no current or deferred tax expenses for the year ended 30 June 2012 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.
The provision for refundable federal income tax consists of the following:
The composition of the Company’s deferred tax assets as at 30 June 2012 and 30 June 2011 are as follows:
The potential income tax benefit of these losses has been offset by a full valuation allowance.
As at 30 June 2012, the Company has an unused net operating loss carry-forward balance of approximately $283,261 that is available to offset future taxable income. This unused net operating loss carry-forward balance expires between 2024 and 2032.
9. Commitment and Contingency
The Company is committed to future payments under its related party loan arrangement (Notes 5 and 10).
During the year ended 30 June 2011, the Company wrote off accounts payable balances in the amount of $12,000 related consulting fees that had remained unpaid for several years without any claim being made by the creditor against the Company. Management does not consider that these amounts are payable although there is no assurance that a formal claim will not be made against the Company for some or all of these balances in the future (Note 4).
10. Supplemental Disclosures with Respect to Cash Flows
During the year ended 30 June 2012, an officer and director of the Company made contributions to capital for management fees in the amount of $60,000 (30 June 2011 - $60,000, 30 June 2010 - $60,000, cumulative -$312,000) and for rent in the amount of $3,600 (30 June 2011 - $3,600, 30 June 2010 - $3,600, cumulative -$21,600) (Note 7).
During the year ended 30 June 2012, the Company accrued interest of $16,524 (30 June 2011 - $14,592, 30 June 2010 - $13,170, cumulative - $61,964) related to a loan payable to a related party (Notes 5 and 9).
The carrying value of cash and cash equivalents, accounts payable and due to related party approximates fair value due to the short term maturity of these financial instruments.
Credit Risk
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies.
Currency Risk
The Company’s functional and reporting currency is the U.S. dollar. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
The Canadian dollar had weakened (strengthened) against the U.S. dollar, with all other variables held constant, by 100 basis points (1%) at year end, the impact on net loss and other comprehensive loss would have been $88 higher ($88 lower).
Interest Rate Risk
The Company has cash balances and an interest-bearing debt. It is management’s opinion that the Company is not exposed to significant interest risk arising from these financial instruments.
Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon a related party as its sole source of cash. The Company has received financing from a related party in the past; however, there is no assurance that it will be able to do so in the future.
There are no subsequent events from the date of the year ended 30 June 2012 to the date the consolidated financial statements were available to be issued on 4 September 2012.
ITEM 8
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We did not have any disagreements on accounting and financial disclosures with our present accounting firm during the reporting period.
ITEM 8A - CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Based on the management’s evaluation (with the participation our President and Chief Financial Officer), our President and Chief Financial Officer have concluded that as of June 30, 2012, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange of 1934 (the "Exchange Act") are effective to provide reasonable assurance that the information required to be disclosed in this annual report on Form 10-K is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
(b) Internal Controls over Financial Reporting
Management's annual report on internal control over financial reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting should include those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
Under the supervision and with the participation of our management, including Mr. Tim Coupland, our President and Chief Executive Officer, and Mr. Robert Hall, our Chief Financial Officer, we have evaluated the effectiveness of our internal control over financial reporting and preparation of our quarterly consolidated financial statements as of June 30, 2012 and believe they are effective.
Based upon their evaluation of our controls, Mr. Tim Coupland, our President and Chief Executive Officer, and Mr. Robert Hall, our Chief Financial Officer, has concluded that, there were no significant changes in our internal control over financial reporting or in other factors during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Attestation report of the registered public accounting firm
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's 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 management's report in this annual report.
Changes in internal control over financial reporting
There were no changes in our internal controls that occurred during the year covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.
Changes in internal controls
Based on the evaluation as of June 30, 2012, Mr. Tim Coupland, our President and Chief Executive Officer, and Mr. Robert Hall, our Chief Financial Officer have concluded that there were no significant changes in our internal controls over financial reporting or in any other areas that could significantly affect our internal controls subsequent to the date of his most recent evaluation, including corrective actions with regard to significant deficiencies and material weaknesses.
ITEM 8A(T) - CONTROLS AND PROCEDURES
See Item 8A - Controls and Procedures above.
ITEM 8B - OTHER INFORMATION
None.
PART III
ITEM 9
ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Our executive officers and directors and their respective ages as of the date of this annual report are as follows:
Directors
Executive Officers and Management
The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:
Tim Coupland, President and Chief Executive Officer
Mr. Coupland has acted as our President, Chief Executive Officer and director since our incorporation on January 21, 2004. Mr. Coupland has held numerous officer and directorship positions with TSX-V listed companies and OTCBB listed junior mining companies. Since 2000, Mr. Coupland has acted as President, Director and Chief Executive Officer of Alberta Star Development Corp., (TSX-V-ASX) (OTCBB-ASXSF) an exploration company engaged in the acquisition, exploration and development of exploration properties. Since 1996, he has acted as President, Secretary and sole director of T8X Capital Ltd., a private British Columbia company involved in public company structuring and reorganization, preparing business plans, sourcing public and private financing and completing due diligence reviews of companies. In 2006, he was appointed director of Max Resource Corp. (TSX-V-MXR) (OTCBB-MXROF). Mr. Coupland has also acted as director of Anglo-Sierra Resources Corp., a non-reporting junior resource company whose shares were quoted on the OTCBB. Mr. Coupland has over 20 years of business experience with both public and private companies and has been successfully involved in raising both debt and equity financings of over $60 million dollars. He brings expertise in raising equity capital and then assembling highly seasoned teams of professionals, consultants, financial consultants and mineral exploration advisors who have proven track records in financing, negotiation and promotion required to secure and develop successful mineral exploration projects. Mr. Coupland brings a wealth of technical and financial experience as
well as long-term business relationships with many Canadian First Nations and Métis groups operating in Canada’s Northwest Territories. Mr. Coupland has a Bachelor’s degree in Geography from Simon Fraser University.
Tamiko Coupland, Corporate Secretary
Mrs. Coupland joined us as Corporate Secretary for the Company on April 26, 2007. Mrs. Coupland was the Corporate Secretary for Alberta Star Development Corp., (TSX-V-ASX) (OTCBB-ASXSF) from October 20, 2004 to October 19, 2005. Since 1996, she has acted as the secretary for T8X Capital Ltd., a private British Columbia company involved in public company structuring and reorganization, preparing business plans, sourcing public and private financing and completing due diligence reviews of companies.
Brian Game, Director
Mr. Game has acted as a director for the Company since our incorporation on January 21, 2004 and as the Company’s Corporate Secretary from January 21, 2004 to April 26, 2007. Mr. Game has been the Vice-President of Explorations for Westminster Resources Ltd. since January 26, 2006 and the Vice-President of Geology for Pacific Cascade Minerals Inc. (TSX-V-PCV) since January 24, 2006. Mr. Game holds a B.Sc. (Geology) degree which he received from the University of British Columbia in 1985. He also has a designation of P.Geo from the Association of Professional Engineers and Geoscientists of BC which was granted in 1992. Since February 1995, Mr. Game has been self-employed and President of BGame Associated Inc., a private company in the business of providing geological consulting services. Mr. Game was a director of three public companies which traded on the Exchange; Takepoint Ventures Ltd. from April 1993 to December 2001, Goldzone Explorations Inc. from April 1996 to November 2001 and Iciena Ventures Inc. from May 1998 to March 2002. Mr. Game has over 15 years experience in the junior mineral exploration business in British Columbia and internationally.
Robert Hall, Director and Chief Financial Officer
Mr. Hall was appointed as a director of the Company on April 26, 2007 and as the Chief Financial Officer of the Company on October 5, 2011. Mr. Hall has also acted as a Director and Manager of Field Operations for Alberta Star Development Corp. (TSX-V-ASX). Mr. Hall successfully completed the management of Phases 1, 2 and 3 drilling and general field operations, at Alberta Star’s Eldorado & Contact Lake IOCG Projects from 2006 to 2009. Mr. Hall acts as a Director of Arctic Hunter Uranium Inc. which trades on the CNSX under the symbol AHU. Mr. Hall holds a Bachelor's Degree in Education from the University of British Columbia.
Conflict of Interest
Each of our directors are involved in non-company business ventures that involve mineral properties and exploration. As our present business plan is focused entirely on the Super Mammoth Gravel Project, there is no expectation of any conflict between our business interests and those of our directors. However, possible conflicts may arise in the future if we seek to acquire interests in additional mineral properties.
Our bylaws provide that each officer who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his duties or interests as our officer shall, in writing, disclose to the president the fact and the nature, character and extent of the conflict and be approved by a majority of the disinterested directors of our board of directors.
Significant Employees
The Registrant does not presently employ any person as a significant employee who is not an executive officer but who makes or is expected to make a significant contribution to the business of the Company.
Family Relationships
President and Chief Executive Officer Mr. Tim Coupland, and Corporate Secretary Mrs. Tamiko Coupland are married, though no other familial or marital relationships exist amongst our officers and directors.
Involvement in Certain Legal Proceedings
No event listed in Sub-paragraphs (1) through (4) of Subparagraph (d) of Item 401 of Regulation S-B, has occurred with respect to any present executive officer or director of the Registrant or any nominee for director during the past five years which is material to an evaluation of the ability or integrity of such director or officer.
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(A) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by Securities and Exchange Commission regulation to furnish us with copies of all Section 16(A) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended June 30, 2012 all such filing requirements applicable to our officers and directors were current in their filings.
Code of Ethics
We have not adopted a written Code of Ethics at this time that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Board of Directors are reviewing the necessity of adopting such a document given we are still in the start-up exploration stage and have limited employees, officers and directors.
Board Committees
Nominating Committee
We do not have a Nominating Committee. Since our formation we have relied upon the personal relationships of our President to attract individuals to our Board of Directors.
We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.
Compensation Committee
We do not have a Compensation Committee. Our entire Board of Directors review and recommend the salaries, and benefits of all employees, consultants, directors and other individuals compensated by us.
Audit Committee
We do not have a standing Audit Committee. The functions of the Audit Committee are currently assumed by our Board of Directors.
Our Board of Directors has determined that we have at least one financial expert, Mr. Tim Coupland. Since Mr. Tim Coupland is an officer of the Company, as well as a director, he is not considered independent.
An audit committee financial expert means a person who has the following attributes:
(a) An understanding of generally accepted accounting principles and financial statements;
(b) The ability to assess the general application of such principles in connection with the accounting for
estimates, accruals and reserves;
(c) Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the small business issuer's financial statements, or experience actively supervising one or more persons engaged in such activities;
(d) An understanding of internal control over financial reporting; and
(e) An understanding of audit committee functions.
ITEM 10
ITEM 10 - EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal years ended June 30, 2012, 2011 and 2010.
Summary Compensation Table
Note: (1) Mr. Robert Hall was appointed to the office of CFO of Dynamic on October 5, 2011. Mr. Gord Steblin was appointed to the office of CFO of Dynamic on February 9, 2009 and resigned on October 5, 2011.
Outstanding Equity Awards
As of September 14, 2012, our directors and executive officers did not hold any unexercised options, stock that had not vested, or equity incentive plan awards.
Compensation of Directors
Our directors did not earn any compensation during the fiscal year ended June 30, 2012.
Employment Contracts and Termination of Employment or Change of Control
We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement) or change of control transaction.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.
ITEM 11
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this annual report, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
The percent of class is based on 9,515,000 shares of common stock issued and outstanding as of the date of this annual report.
Changes in Control
We know of no arrangements the operation of which may result in a change of our control.
ITEM 12
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
None of the following parties has, during the fiscal year ended June 30, 2012, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
Any of our directors or officers;
Any person proposed as a nominee for election as a director;
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
Any of our promoters;
Any relative or spouse of any of the foregoing persons who has the same house as such person.
Director Independence
We currently do not have any independent directors, as the term “independent” is defined by the rules of the Nasdaq Stock Market (Note: Our shares of common stock are not listed on NASDAQ or any other national securities exchange and this reference is used for definition purposes only).
ITEM 13
ITEM 13 - EXHIBITS
The following exhibits are furnished as required by Item 601 of Regulation S-B.
ITEM 14
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees and Services
James Stafford Chartered Accountants audited our consolidated financial statements for fiscal 2011 and 2012. The following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current and prior principal accountants:
* Audit fees consist of fees related to professional services rendered in connection with the audit of our annual consolidated financial statements.
** Audit related fees consist of fees related to professional services rendered in connection with the review of our quarterly reports on Form 10-Q or 10-QSB.
Pre-Approval Policies and Procedures
Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee's policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, the audit committee may also pre-approve particular services on a case-by-case basis. We approved all services that our independent accountants provided to us in the past two fiscal years.
SIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DYNAMIC GOLD CORP.
Pursuant to 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:
Exhibit 31.a
CERTIFICATION
I, Tim Coupland, certify that:
1. I have reviewed the report of Dynamic Gold Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: September 14, 2012
/ s / Tim Coupland
Tim Coupland, President and CEO
(Principal Executive Officer)
Exhibit 31.b
CERTIFICATION
I, Robert Hall, certify that:
1. I have reviewed the report of Dynamic Gold Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: September 14, 2012
/ s / Robert Hall
Robert Hall, CFO
(Principal Accounting Officer)
Exhibit 32.a
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Company’s Report of Dynamic Gold Corp. (the "Company") on Form 10-K for the year ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Tim Coupland, Principal Executive Officer and I, Robert Hall, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/ s / Tim Coupland
Tim Coupland, Principal Executive Officer
September 14, 2012
/ s / Robert Hall
Robert Hall, Principal Financial Officer
September 14, 2012