UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEVADA 1000 Applied For
------------- --------------------------- ----------------
(State or other Standard Industrial IRS Employer
jurisdiction of Classification Identification
incorporation or Number
organization)
DYNAMIC GOLD CORP.
Tim Coupland, President
675 West Hastings Street, Suite 200
Vancouver, British Columbia
Canada V6B 1N2
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(Name and address of principal (Zip Code)
executive offices)
Val-U-Corp Services Inc.
1802 N Carson Street, Suite 212
Carson City, Nevada, USA
Telephone: 775-887-8853 89701
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(Name, address and telephone (Zip Code)
number of agent for service)
Registrant's telephone number,
including area code: (604)681-3131
Fax:(604)801-5499
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Approximate date of
proposed sale to the public: as soon as practicable after
the effective date of this
Registration Statement.
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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |__|
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following. |__|
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2)
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Common Stock 4,515,000 $0.20 $903,000 $114.41
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(1) Based on the last sales price on June 25, 2004
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act.
No exchange or over-the-counter market exists for our common stock. The offering price was arbitrarily established by management and does not reflect market value, asserts or any established criteria of valuation.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
SUBJECT TO COMPLETION, DATED October 14, 2004
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 6- 9
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
The selling shareholders will sell our shares at $0.20 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon the price of the last sale of our common stock to investors. There is no assurance of when, if ever, our stock will be listed on an exchange.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The Date Of This Prospectus Is: October 14, 2004
Table Of Contents
PAGE
Summary ....................................................... 5
Risk Factors .................................................. 6
- If we do not obtain additional financing, our business
will fail ................................................ 6
- Because we have not commenced business operations, we face
a high risk of business failure .......................... 7
- Because of the speculative nature of exploration of mining
properties, there is substantial risk that our business
will fail ................................................ 7
- Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or
damages as we conduct our business ....................... 8
- Even if we discover commercial reserves of precious metals
on the Sobeski Lake Gold property, we may not be able to
successfully obtain commercial production ................ 8
- We need to continue as a going concern if our business is
to succeed ............................................... 8
- Because our directors own 52.54% of our outstanding stock,
they could control and make corporate decisions that may
be disadvantageous to other minority stockholders ......... 8
- 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...................................................... 8
- If a market for our common stock does not develop,
shareholders may be unable to sell their shares ......... 9
- A purchaser is purchasing penny stock which limits the
sell the ability to stock ................................ 9
Forward-Looking Statements..................................... 9
Use of Proceeds ............................................... 9
Determination of Offering Price ............................... 9
Dilution ...................................................... 10
Selling Shareholders .......................................... 10
Plan of Distribution .......................................... 14
Legal Proceedings ............................................. 16
Directors, Executive Officers, Promoters and Control Persons.. 16
Security Ownership of Certain Beneficial Owners and Management 18
Description of Securities ..................................... 18
Interest of Named Experts and Counsel ......................... 19
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities .................................... 20
Organization Within Last Five Years ........................... 20
Description of Business ....................................... 20
Plan of Operations ............................................ 24
Description of Property ....................................... 25
Certain Relationships and Related Transactions ................ 25
Market for Common Equity and Related Stockholder Matters ...... 26
Executive Compensation ........................................ 27
Financial Statements .......................................... 28
Changes in and Disagreements with Accountants ................. 29
Available Information ......................................... 29
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Summary
Prospective investors are urged to read this prospectus in its entirety.
We were incorporated in the State of Nevada on January 21, 2004. Our principal offices are located at 675 West Hastings Street, Suite 200 Vancouver, British Columbia, Canada. Our telephone number is (604) 681-3131.
Our company intends to commence operations in the business of mineral property exploration. To date, we have not conducted any exploration on our sole mineral property, the Sobeski Lake Gold property located in the Red Lake Mining District in the province of Ontario, Canada.
We acquired a 100% undivided right, title and interest in and to four mineral claims, known as Sobeski Lake Gold property, located in the Red Lake Mining District in the province of Ontario, Canada, for a $3,500 cash payment.
Our objective is to conduct mineral exploration activities on the Sobeski Lake Gold property in order to assess whether it possesses economic gold reserves. We have not yet identified any economic mineralization on the property. Our proposed exploration program is designed to search for an economic mineral deposit.
The Offering:
Securities Being Offered Up to 4,515,000 shares of common stock.
Offering Price The selling shareholders will sell our
shares at $0.20 per share until our shares
are quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or
privately negotiated prices. We
determined this offering price based upon
the price of the last sale of our common
stock to investors.
Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in this
prospectus.
Termination of the Offering The offering will conclude when all of the 4,515,000
shares of common stock have been sold, the shares
no longer need to be registered to be sold or we
decide at any time to terminate the registration of
the shares at our sole discretion.
In any event, the offering shall be terminated no
later than two years from the effective date of
this registration statement.
Securities Issued
And to be Issued 9,515,000 shares of our common stock are issued and
outstanding as of the date of this prospectus.
All of the common stock to be sold under this
prospectus will be sold by existing shareholders.
Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
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Summary Financial Information
Balance Sheet
June 30, 2004
Cash $26,768
Total Assets $26,768
Liabilities $ 6,535
Total Stockholders' Equity $20,233
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Statement of Operations
From Incorporation on
January 21, 2004 to June 30, 2004
Revenue $ 0
Net Loss ($10,267)
Risk Factors
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An investment in our common stock involves a high degree of risk.
You should carefully consider the risks described below and the other
information in this prospectus 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.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
Our current operating funds are less than necessary to complete all intended exploration of the Sobeski Lake Gold property, and therefore we will need to obtain additional financing in order to complete our business plan. As of October 14, 2004, we had cash in the amount of $o. We currently do not have any operations and we have no income.
Our business plan calls for significant expenses in connection with the exploration of the Sobeski Lake Gold property. We do not currently have sufficient funds to conduct initial exploration on the property and require additional financing in order to determine whether the property contains economic mineralization. We will also require additional financing if the costs of the exploration of the Sobeski Lake Gold property 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 market prices for copper and gold, 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. 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 Sobeski Lake Gold property 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 prospectus.
Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. 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. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the Sobeski Lake Gold property 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 SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.
The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that our mineral claims contain economic mineralization of gold.
Exploration for minerals is a speculative venture necessarily involving substantial risk. Our exploration of the Sobeski Lake Gold property may not result in the discovery of commercial quantities of mineralization. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.
BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT 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 RESERVES OF PRECIOUS METALS ON THE SOBESKI LAKE GOLD
PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY OBTAIN COMMERCIAL PRODUCTION.
The Sobeski Lake Gold property does not contain any known bodies of mineralization. If our exploration programs are successful in establishing minerals of commercial tonnage and grade, we will require additional funds in order to further develop the property. At this time, we cannot assure investors that we will be able to obtain such financing.
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED.
The Independent Auditor's Report to our audited financial statements for the period ended June 30, 2004, 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 52.54% OF OUR OUTSTANDING COMMON STOCK, THEY COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO OTHER MINORITY SHAREHOLDERS.
Our directors own approximately 52.54% 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, Mr. Tim Coupland and our secretary, Mr. Brian Game, respectively devote 25% and 10% of their business time to our affairs.
It is possible that the demands on Messrs. Coupland and Game from their other obligations could cause either of them to be unable to devote sufficient time to the management of our business. In addition, Mr. Tim Coupland and Mr. Brian Game may not possess sufficient time for our business if the demands of managing our business increased substantially beyond current levels.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no assurance that a market will develop. We currently plan to apply for listing of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement, of which this prospectus forms a part. However, we can provide investors with no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL THE STOCK.
The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
Forward-Looking Statements
This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section and elsewhere in this prospectus.
Use Of Proceeds
We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.
Determination Of Offering Price
The selling shareholders will sell our shares at $0.20 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price, based upon the price of the last sale of our common stock to investors. There is no assurance of when, if ever, our stock will be listed on an exchange.
Dilution
The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
Selling Shareholders
The selling shareholders named in this prospectus are offering all of the 4,515,000 shares of common stock offered through this prospectus. These shares were acquired from us in private placements that were exempt from registration under Regulation S of the Securities Act of 1933. The shares include the following:
1. 2,500,000 shares of our common stock that five selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on May 27, 2004;
2. 2,000,000 shares of our common stock that 20 selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on June 13, 2004; and
3. 15,000 shares of our common stock that 15 selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on June 25, 2004.
The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon
completion of the offering; and
4. the percentage owned by each upon completion of the offering.
Total Number
Of Shares To Total Shares Percentage of
Be Offered For to Be Owned Shares owned
Name Of Shares Owned Selling Upon Upon
Selling Prior To This Shareholders Completion Of Completion of
Stockholder Offering Account This Offering This Offering
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Robert Fedun 500,000 500,000 Nil Nil
193 Aquarius Mews
Suite 2901
Vancouver, BC
Dr. Douglas Coupland 500,000 500,000 Nil Nil
586 Barnham Place
West Vancouver, BC
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Total Number
Of Shares To Total Shares Percentage of
Be Offered For to Be Owned Shares owned
Name Of Shares Owned Selling Upon Upon
Selling Prior To This Shareholders Completion Of Completion of
Stockholder Offering Account This Offering This Offering
--------------------------------------------------------------------------------
David Lorne 500,000 500,000 Nil Nil
1184 Denman St.
Suite 101
Vancouver, BC
Mark Foreman 500,000 500,000 Nil Nil
2531 Borden Cres.
Prince George, BC
Larry Ilich 500,000 500,000 Nil Nil
1635 53 A St.
Delta, BC
Ruby Nishi 100,000 100,000 Nil Nil
3980 Regent St
Richmond, BC
Ann Marie Cederholm 100,000 100,000 Nil Nil
2010 Sandown Pl.
North Vancouver, BC
Allan Feldman 100,000 100,000 Nil Nil
1207 Beach Grove Rd
Delta, BC
Farshad Shirvani 100,000 100,000 Nil Nil
2062 William Ave
North Vancouver, BC
Jeremy Ross 100,000 100,000 Nil Nil
1046 Addesby St.
North Vancouver, BC
William Koble 100,000 100,000 Nil Nil
833 East 5th St.
North Vancouver, BC
Jason Schweigel 100,000 100,000 Nil Nil
4088 West 38th Ave
Vancouver, BC
Steven Feldman 100,000 100,000 Nil Nil
1768 West 8th Ave
Suite 504
Vancouver, BC
Robert Young 100,000 100,000 Nil Nil
744 West Hastings St
Suite 709
Vancouver, BC
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Total Number
Of Shares To Total Shares Percentage of
Be Offered For to Be Owned Shares owned
Name Of Shares Owned Selling Upon Upon
Selling Prior To This Shareholders Completion Of Completion of
Stockholder Offering Account This Offering This Offering
--------------------------------------------------------------------------------
Heather Conley 100,000 100,000 Nil Nil
1360 Hornby St
Suite 307
Vancouver, BC
Kim Aimetz 100,000 100,000 Nil Nil
916 Queens St
Victoria, BC
Douglas Coupland 100,000 100,000 Nil Nil
3397 Craigend Dr.
West Vancouver, BC
Tyler Ross 100,000 100,000 Nil Nil
1066 Heywood St
North Vancouver, BC
Joe Abinante 100,000 100,000 Nil Nil
2970 Princess St
Suite 401
Coquitlam, BC
Frank Underhill 100,000 100,000 Nil Nil
1140 Pendrell St
Vancouver, BC
Jordan Hood 100,000 100,000 Nil Nil
4479 West 5th Ave
Vancouver, BC
Carol Nicholson 100,000 100,000 Nil Nil
953 Denman St.
Vancouver, BC
Frances Nicholson 100,000 100,000 Nil Nil
1133 Fergusson Rd.
Delta, BC
Aaron Silverman 100,000 100,000 Nil Nil
930 Gilford St
Suite 306
Vancouver, BC
Stan Green 100,000 100,000 Nil Nil
4343 West 11th Ave
Vancouver, BC
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Total Number
Of Shares To Total Shares Percentage of
Be Offered For to Be Owned Shares owned
Name Of Shares Owned Selling Upon Upon
Selling Prior To This Shareholders Completion Of Completion of
Stockholder Offering Account This Offering This Offering
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Alex Inunza 1,000 1,000 Nil Nil
935 Marine Dr
Suite 1807
West Vancouver, BC
Chelsea Banys 1,000 1,000 Nil Nil
6577 Helgesen Rd
Sooke, BC
Brian Crowe 1,000 1,000 Nil Nil
6450 199th Street
Suite 18
Langley, BC
Robb Perkinson 1,000 1,000 Nil Nil
8563 Ansell Place
West Vancouver, BC
Paul Dickson 1,000 1,000 Nil Nil
1489 Marine Dr.
Suite 149
West Vancouver, BC
Roy Nicholson 1,000 1,000 Nil Nil
280 East 5th Ave.
Vancouver, BC
Craig Douglas 1,000 1,000 Nil Nil
4336 Elgin Street
Vancouver, BC
Ray Vyas 1,000 1,000 Nil Nil
2225 East 38th Ave.
Vancouver, BC
Sharon Larkin 1,000 1,000 Nil Nil
2593 East Broadway
Vancouver, BC
John Shirvani 1,000 1,000 Nil Nil
231 West 22nd St
North Vancouver, BC
Bob Allam 1,000 1,000 Nil Nil
801 East 6th Ave
Vancouver, BC
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Total Number
Of Shares To Total Shares Percentage of
Be Offered For to Be Owned Shares owned
Name Of Shares Owned Selling Upon Upon
Selling Prior To This Shareholders Completion Of Completion of
Stockholder Offering Account This Offering This Offering
--------------------------------------------------------------------------------
Ruth Feldman 1,000 1,000 Nil Nil
221 Wellington House
Apt 5A
Winnipeg, Manitoba
Heidi Streu 1,000 1,000 Nil Nil
1821 Grant Ave.
Suite 1
Winnipeg, Manitoba
Lori Scot 1,000 1,000 Nil Nil
159 Pentland St
Winnipeg, Manitoba
Nancy Feibel 1,000 1,000 Nil Nil
301 Forrest Ave.
Winnipeg, Manitoba
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The named parties above beneficially own and have sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 9,515,000 shares of common stock outstanding on the date of this prospectus.
Douglas Coupland is the brother and Dr. Douglas Coupland is the father of Tim Coupland, our president, CEO, treasurer and director.
Other than as described above, none of the selling shareholders:
(1) has had a material relationship with us other than as a shareholder at any time within the past three years; or
(2) has ever been one of our officers or directors.
Plan Of Distribution
The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions.
The selling shareholders will sell our shares at $0.20 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily based upon the price of the last sale of our common stock to investors. There is no assurance of when, if ever, our stock will be listed on an exchange.
If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. If these shares being registered for resale are transferred from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then we must first file a prospectus supplement naming these individuals as selling shareholders and providing the information required by Item 507 of Regulation S-B concerning the identity of each selling shareholder and he or her relationship to us. There is no agreement or understanding between the selling shareholders and any partners with respect to the distribution of the shares being registered for resale pursuant to this registration statement.
We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. These are estimated to be $17,500. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with our common stock;
2. Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.
The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:
* contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the customer
and of the rights and remedies available to the customer with respect to a
violation of such duties or other requirements
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance of
the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on
disciplinary actions;
* defines significant terms in the disclosure document or in the
conduct of trading penny stocks; and
* contains such other information and is in such form (including language,
type, size, and format) as the Commission shall require by rule or
regulation;
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
* bid and offer quotations for the penny stock;
* the compensation of the broker-dealer and its salesperson in the
transaction;
* the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
* monthly account statements showing the market value of each penny stock
held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.
Legal Proceedings
We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 1802 N. Carson Street, Suite 212, Carson City, Nevada, 89701.
Directors, Executive Officers, Promoters And Control Persons
Our executive officers and directors and their respective ages as of the date of this prospectus are as follows:
Directors:
Name of Director Age
----------------------- -----
Mr. Tim Coupland 44
Mr. Brian Game 40
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Executive Officers:
Name of Officer Age Office
--------------------- ----- -------
Tim Coupland 44 President, Chief
Executive Officer, Principal
Financial Officer, Treasurer &
director
Brian Game 40 Secretary & director
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Biographical Information
Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years.
Mr. Tim Coupland has acted as our President, chief executive officer, Treasurer and as a director since our incorporation on January 21, 2004.
Mr. Coupland graduated from Simon Fraser University in 1983 with a Bachelor of Arts degree in geography. Since 1996, Mr. Coupland 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 and completing due diligence reviews of companies. From November 1996 to May 1997, Mr. Coupland provided investor relations services to CKD Ventures Ltd., a British Columbia reporting company whose shares traded on the Vancouver Stock Exchange. Since September 2000, he has also acted as President and a director of Alberta Star Development Corp., a reporting issuer in British Columbia, Alberta and the United States that is involved in mineral property exploration and development.
Mr. Coupland devotes approximately 25% of his business time to our affairs.
Mr. Coupland does not possess any professional or technical credentials relating to mineral exploration, mine development or mining.
Mr. Brian Game has acted as our secretary and as a director since our incorporation on January 21, 2004.
Mr. Game obtained a Bachelor of Science degree in Geology from the University of British Columbia in 1985. Mr. Game has worked as a self-employed geological consultant since 1988 and is a Fellow of the Geological Association of Canada and a registered professional geologist with the Association of Professional Engineers and Geoscientists of British Columbia.
Mr. Game devotes approximately 10% of his business time to our affairs.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Significant Employees
We have no significant employees other than the officers and directors described above.
Security Ownership Of Certain Beneficial Owners And Management
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 prospectus, and by the officers and directors, individually and as a group as at October 13, 2004. Except as otherwise indicated, all shares are owned directly.
Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
--------------------------------------------------------------------------------
Common Tim Coupland 3,500,000 36.78%
Stock President, Chief
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Executive Officer, Principal Financial Officer,
Treasurer, And Director
675 West Hastings St. Suite 200
V6B 1N2
Canada
Common Brian Game 1,500,000 15.76%
Stock Secretary
And Director
675 West Hastings St. Suite 200
V6B 1N2
Canada
Common All Officers and Directors 5,000,000 52.54%
Stock as a Group that consists of shares
two people
|
The percent of class is based on 9,515,000 shares of common stock issued and outstanding as of the date of this prospectus.
Description Of Securities
General
Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share.
Common Stock
As of October 13, 2004, there were 9,515,000 shares of our common stock issued and outstanding that are held by 42 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Preferred Stock
We do not have an authorized class of preferred stock.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares of our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
Interests Of Named Experts And Counsel
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Joseph I. Emas, our legal counsel, has provided an opinion on the validity of our common stock.
The financial statements included in this prospectus and the registration statement have been audited by Amisano Hanson, Chartered Accountants, to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
Disclosure Of Commission Position Of Indemnification For Securities Act Liabilities
Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.
Organization Within Last Five Years
We were incorporated on January 21, 2004 under the laws of the state of Nevada. On that date, Tim Coupland and Brian Game were appointed as our directors. As well, Mr. Coupland was appointed as our president, chief executive officer, principal financial officer and treasurer, while Mr. Game was appointed as our secretary.
Description Of Business
In General
We intend to commence operations as an exploration stage company. As such, there is no assurance that a commercially viable mineral deposit exists on our sole mineral property interest, the Sobeski Lake Gold property. Further exploration will be required before a final evaluation as to the economic and legal feasibility of the Sobeski Lake Gold property is determined.
We will be engaged in the acquisition, and exploration of mineral properties with a view to exploiting any mineral deposits we discover that demonstrate economic feasibility. We acquired a 100% undivided right, title and interest in and to the four mineral claims, known collectively as the Sobeski Lake Gold, located in the Red Lake Mining District, in the province of Ontario, Canada for a cash payment of $3,500.
Our plan of operation is to determine whether this Sobeski Lake Gold property contains reserves that are economically recoverable. The recoverability of amounts from the property will be dependent upon the discovery of economically recoverable reserves, confirmation of necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.
Sobeski Lake Gold Property Purchase Agreement
We acquired the mineral claims located at Sobeski Lake in the Red Lake Mining district of northwestern Ontario, Canada from Dan Patrie Exploration Ltd., a private company owned by Dan Patrie on June 16, 2004. We paid the owner $3,500 in order to acquire a 100% interest in the property. Mr. Patrie and his company are both at arm's length to us.
Title to the Sobeski Lake Gold Property
The Sobeski Lake Gold Property consists of four mineral claims. A "mineral claim" refers to a specific section of land over which a title holder owns rights to explore for and extract minerals from the ground. Such rights may be transferred or held in trust. The claims will be held in trust by Dan Patrie Exporation Ltd. on behalf of Dynamic Gold Corp. under prospector license #36646 in the name of Dan Patrie Exploration Ltd., registered in the Province of Ontario, Canada.
If the trustee becomes bankrupt or transfers the claims to a third party, we may incur significant legal expenses in enforcing our interest in the claims in Ontario courts.
The registration of the claims in the name of a trustee does not impact a third party's ability to commence an action against us respecting the Sobeski Lake Gold property or to seize the claims after obtaining judgment.
Description, Location and Access
The Sobeski Lake Gold property is located in the Red Lake Mining District of northwestern Ontario. The district is at the west end of the Uchi - Red Lake greenstone belt and is accessed by Highway 105 of the Ontario road system. The four claims are situated approximately 22 kilometers northeast of Balmertown and 30 kilometers northeast of Red Lake. Red Lake is a long-established mining and resort town with a population of about 3,000. It is located on Highway 105, 175 kilometers north of Vermilion Bay on the Trans-Canada Highway. A full service airport with daily service from Kenora and Winnipeg is located 10 kilometers north of the town, near Balmertown, the site of Placer Dome's Campbell Red Lake gold mine and Goldcorp Inc.'s Red Lake gold mine. Red Lake provides most services and supplies required in support of mining and exploration work, as well as a ready supply of experienced exploration personnel.
Access to the claims from Red Lake is northerly by Highway 125 to Balmertown (10 kilometers), then by Nungasser Road to its intersection with a seasonal logging road about 5 kilometers away. An easterly logging road then leads to the property about four kilometers away. A side road suitable only for small four wheel drive vehicles in summer and snowmobiles in winter is followed for about 2 kilometers to the west side claim line. The narrow side road continues easterly across the claims.
Mineralization & Exploration History
Gold was discovered in the Red Lake district in 1925 and a prospecting rush ensued. Several small mines were created almost immediately thereafter. The Campbell Mine commenced operation in 1947, followed by the Dickensen Mine. Total gold production from the district exceeds 20 million ounces and current reserves likely comprise a similar volume.
There is no known history of previous work having been completed on the actual Sobeski Lake Area property but the entire district has been actively explored by prospectors, airborne surveys, and by detailed geological mapping by government agencies
Geological Report: Sobeski Lake Gold Property
We have obtained a geological report on the Sobeski Lake Gold property that was prepared by Mr. Erik A. Ostensoe, a professional geologist from Vancouver, British Columbia. The geological report summarizes the results of exploration in the area of the Sobeski Lake Gold property and makes a recommendation for further exploration work.
We acquired the four claims of the Sobeski Lake project due to their proximity to the large block of claims that has been under exploration by Planet Resources Ltd. That ground, in joint venture with Goldcorp., has been examined by prospecting, geophysical surveys, both airborne and ground-based, and by diamond drilling. We anticipate that the northern part of the Red Lake camp will become the focus of increased exploration activity and enhance the value of our claims.
The first stage of exploration that Mr. Ostensoe recommends consists of data acquisition, grid preparation and surveys and can be broken down into two phases:
Phase 1 - mapping and sampling
Mr. Ostensoe recommends engaging a technically trained person to thoroughly search the geological data base in order to assemble the available historical information relevant to the Sobeski Lake area.
This preliminary phase 1 reconnaissance work requires approximately one week of field work by a two person crew. The whole phase, including the initial compilation and the later presentation to management, is estimated to cost $5,000.
Phase 2 - sampling, test reconnaissance soil sampling/surveys
Upon completion of phase 1, Mr Ostensoe recommends pursuing a field program of prospecting and geochemical surveying to determine the extent and distribution of mineralization on the surface of the property which may indicate the potential presence of a gold reserve. Geochemical surveys involve a consulting geologist gathering samples of soil and rock from property areas with the most potential to host economically significant mineralization. All samples gathered will be sent to a laboratory where they are crushed and analysed for metal content.
Mr. Ostensoe's report recommends that a budget of $10,000 for phase two.
The cost of the stage 2, drilling work, will be based entirely upon the results of the program from Stage 1 surveys and cannot be accurately forecast. However, we expect that such a program will cost a minimum of $200,000. Drilling involves extracting a long cylinder of rock from the ground to determine amounts of metals at different depths. Pieces of the rock obtained, known as drill core, are analysed for mineral content.
We do not have an agreement with Mr. Ostensoe to provide geological services for planned exploration work on the Sobeski Lake Gold property.
Compliance with Government Regulation
We will be required to conduct all mineral exploration activities in accordance with the Mining Act of Ontario. While we do not require any authorization to proceed with the initial two phases of the recommended exploration program, we will be required to obtain work permits from the Ontario Ministry of Northern Development and Mines for the drilling program and any subsequent exploration work that results in a physical disturbance to the land if the program calls for the disturbance of more than 10,000 square meters of the property surface, or such areas that would total that amount when combined. A work permit is also required for the erection of structures on the property. There is no charge to obtain a work permit under the Mining Act.
When our exploration program proceeds to the drilling stage, we may be required to post small bonds if the rights of a private land owner may be affected. We may also be required to file statements of work with the Ministry of Northern Development and Mines. We will also be required to undertake remediation work on any exploration that results in physical disturbance to the land. The cost of remediation work will vary according to the degree of physical disturbance. We have budgeted for regulatory compliance costs in our proposed exploration program.
The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended exploration program. Because there is presently no information on the size, tenor, or quality of any minerals or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position.
An environmental review is not required under the Environmental Assessment Act to proceed with the recommended exploration program on our mineral claims.
Employees
We have no employees as of the date of this prospectus other than our two directors.
Research and Development Expenditures
We have not incurred any other research or development expenditures since our incorporation.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Plan Of Operation
Our plan of operation for the twelve months following the date of this prospectus is to complete the recommended phase one and two exploration programs on the Sobeski Lake Gold property. We have enough funds on hand to complete these phases, which have a combined estimated cost of $15,000.
According to his geology report, Mr. Ostensoe estimates that the first phase, consisting of mapping and sampling, will cost approximately $5,000 and will take about one week to complete. We anticipate commencing this first phase in the spring of 2005 when weather conditions on the property are suitable for exploration.
We will then commence the second phase of exploration in late spring or early summer of 2005. This phase will consist of further sampling and is estimated to cost $10,000.
We do not have any arrangement with a qualified geologist to oversee these programs. However, subject to availability, we intend to retain Mr. Ostensoe.
As well, we anticipate spending an additional $25,000 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 12 months are therefore expected to be approximately $40,000.
While we have enough funds on hand to complete our initial exploration phase on the Sobeski Lake Gold property, we will require additional funding in order to cover anticipated administration costs and to proceed with the stage two drilling program on the property, estimated to cost $200,000. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot be assured that we will be able to raise sufficient funding from the sale of our common stock to fund these costs. We do not have any arrangements in place for any future equity financing.
In addition, our management is prepared to provide us with short-term loans, although no such arrangement has been made. There are no financial limitations on the amount of money that management may lend to us.
At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our 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 Sobeski Lake Gold property. 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 Sobeski Lake Gold property, our business plan will fail and operations will cease.
Results Of Operations For Period Ending June 30, 2004
We did not earn any revenues during the period ending June 30, 2004. We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the property.
We incurred operating expenses in the amount of $10,267, for the period from our inception on January 21, 2004 to June 30, 2004. These operating expenses were comprised of mineral property costs of $3,500 relating to the purchase of the Sobeski Lake Gold property, legal fees of $3,500, accounting and audit fees of $3,035, office and miscellaneous costs of $156 and bank charges of $76.
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.
Description Of Property
We acquired a 100% undivided right, title and interest in and to the four mineral claims, known as the Sobeski Lake Gold property, located in the Red Lake Mining District in the province of Ontario, Canada. This property comprises four claims with an approximate area of 1.49 hectares. We do not own or lease any property other than the Sobeski Lake Gold property.
Certain Relationships And Related Transactions
None of the following parties has, since our date of incorporation, 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;
* our sole promoter, Mr. Tim Coupland; and
* Any relative or spouse of any of the foregoing persons who has the same
house as such person.
Market For Common Equity And Related Stockholder Matters
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.
Stockholders of Our Common Shares
As of the date of this registration statement, we have 42 registered shareholders.
Rule 144 Shares
A total of 3,500,000 shares of our common stock are available for resale to the public after May 18, 2005, and an additional 1,500,000 shares are available for resale after May 19, 2005, in accordance with the volume and trading limitations of Rule 144 of the Act. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock then outstanding which, in our case, will equal 95,150 shares as of the date of this prospectus; or
2. the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.
Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of the 5,000,000 shares that may be sold pursuant to Rule 144.
Stock Option Grants
To date, we have not granted any stock options.
Registration Rights
We have not granted registration rights to the selling shareholders or to any other persons.
Dividends
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.
Executive Compensation
Summary Compensation Table
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 period ended June 30, 2004 and subsequent to that period to the date of this prospectus.
Annual Compensation
Stock Option Grants
We have not granted any stock options to the executive officers since our inception.
Consulting Agreements
We do not have any employment or consulting agreement with Mr. Coupland or Mr. Game. We do not pay them any amount for acting as directors.
Financial Statements
Index to Financial Statements:
1. Independent Auditor's Report;
2. Audited financial statements for the period from January 21, 2004 (inception) to June 30, 2004, including:
a. Balance Sheet;
b. Statement of Operations;
c. Statement of Cash Flows;
d. Statement of Stockholders' Equity; and
e. Notes to Financial Statements
DYNAMIC GOLD CORP.
(A Pre-exploration Stage Company)
REPORT AND FINANCIAL STATEMENTS
June 30, 2004
Terry Amisano Ltd. AMISANO HANSON
Kevin Hanson, CA, CPA (Nevada) CHARTERED ACCOUNTANTS and
CERTIFIED PUBLIC ACCOUNTANT
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders,
Dynamic Gold Corp.
(A Pre-exploration Stage Company)
We have audited the accompanying balance sheet of Dynamic Gold Corp. (A Pre-exploration Stage Company) as of June 30, 2004 and the related statements of operations, stockholders' equity and cash flows for the period from January 21, 2004 (Date of Incorporation) to June 30, 2004. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of Dynamic Gold Corp. as of June 30, 2004 and the results of its operations and its cash flows for the period from January 21, 2004 (Date of Incorporation) to June 30, 2004, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements referred to above have been prepared assuming that the company will continue as a going concern. As discussed in Note 1 to the financial statements, the company is in the development stage, and has no established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Vancouver, Canada "Amisano Hanson" August 11, 2004 Chartered Accountants
DYNAMIC GOLD CORP.
(A Pre-exploration Stage Company)
BALANCE SHEET
June 30, 2004
(Stated in US Dollars)
ASSETS
------
Current
Cash $ 26,768
============
LIABILITIES
-----------
Current
Accounts payable and accrued liabilities $ 6,535
------------
STOCKHOLDERS' EQUITY
--------------------
Capital stock
Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
9,515,000 common shares 9,515
Additional paid in capital 20,985
Deficit accumulated during the pre-exploration stage ( 10,267)
------------
20,233
------------
$ 26,768
============
Nature and Continuance of Operations - Note 1
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SEE ACCOMPANYING NOTES
Expenses
Accounting and audit fees $ 3,035
Bank charges 76
Legal fees 3,500
Office and miscellaneous 156
Mineral property costs 3,500
-----------
Net loss for the period $ ( 10,267)
===========
Basic and diluted loss per share $ ( 0.00)
===========
Weighted average number of shares outstanding 2,205,528
===========
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SEE ACCOMPANYING NOTES
Cash Flows used in Operating Activities
Net loss for the period $ ( 10,267)
Adjustments to reconcile net loss to net cash used by operating
activities
Accounts payable and accrued liabilities 6,535
-----------
Net cash used in operating activities ( 3,732)
-----------
Cash Flows from Financing Activity
Issuance of common shares 30,500
-----------
Net cash from financing activity 30,500
-----------
Increase in cash during the period 26,768
Cash, beginning of the period -
-----------
Cash, end of the period $ 26,768
===========
Supplemental disclosure of cash flow information Cash paid for:
Interest $ -
===========
Income taxes $ -
===========
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SEE ACCOMPANYING NOTES
Deficit
Accumulated
Common Shares Additional During the
--------------------------------- Paid-in Pre-exploration
Number Par Value Capital Stage Total
------ --------- ------- ----- -----
Capital stock issued for cash
- at $0.001 7,500,000 $ 7,500 $ - $ - $ 7,500
- at $0.01 2,000,000 2,000 18,000 - 20,000
- at $0.20 15,000 15 2,985 - 3,000
Net loss for the period ended
June 30, 2004 - - - ( 10,267) ( 10,267)
---------- --------- --------- --------- ---------
Balance, June 30, 2004 9,515,000 $ 9,515 $ 20,985 $ ( 10,267) $ 20,233
========== ========= ========= ========= =========
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SEE ACCOMPANYING NOTES
DYNAMIC GOLD CORP.
(A Pre-exploration Stage Company)
The Company was incorporated in the State of Nevada on January 21, 2004 and is in the pre-exploration stage. The Company has acquired a mineral property located in the Province of Ontario, Canada and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of amounts from the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.
These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $10,267 and further losses are anticipated in the development of its business, both of which raise substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
Management of the Company intends to file an SB-2 Registration Statement, which includes a shareholder offering of 4,515,000 common shares at $0.20 per share. This offering is subject to regulatory approval. The costs of this offering will be paid for from proceeds from advances from shareholders and an anticipated equity financing
The Company's fiscal year end is June 30 of each year.
The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. Actual results may vary from these estimates.
The Company complies with Financial Accounting Standard Board Statement No. 7 and The Securities and Exchange Commission Exchange Act Guide 7 for its characterization of the Company as pre-exploration stage.
Costs of lease, acquisition, exploration, carrying and retaining unproven mineral properties are expensed as incurred.
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts.
The Company's functional currency is Canadian dollars as substantially all of the operations are in Canada. The Company uses the United States of America dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission ("SEC") and in accordance with the Statement of Financial Accounting ("FAS") No. 52.
Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the year. Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income Account in Stockholders' Equity, if applicable.
Transactions undertaken in currencies other than the functional currency of the Company are translated using the exchange rate in effect as of the transaction date. Any exchange gains or losses are included in other income or expenses on the Statement of Operations, if applicable.
The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
The Company uses the assets and liability method of accounting for income taxes pursuant to FAS No. 109 "Accounting for Income Taxes". Under the assets and liability method of FAS 109, deferred tax assts and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 reports basic loss per share in accordance with the FAS No. 128, "Earnings Per Share". Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted loss per share has not been provided as it would be anti-dilutive.
Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.
The Company acquired a 100% undivided right, title and interest in and to the 24 claim units, known as Sobeski Lake Gold Property, located in the Red Lake Mining District in the province of Ontario, Canada, for a $3,500 cash payment.
Note 4 Income Taxes
The significant components of the Company's deferred tax assets are as follows:
2004
----
Deferred Tax Assets
Non-capital loss carryforward $ 1,540
Less: valuation allowance for deferred tax asset ( 1,540)
-----------
$ -
===========
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The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards that is likely to be realized from future operations. The company has chosen to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry.
At June 30, 2004, the Company has accumulated non-capital losses totalling $10,267, which are available to reduce taxable income in future taxation years. These losses expire beginning in 2024. The potential benefit of these losses, if any, has not been recorded in the financial statements.
Changes In And Disagreements With Accountants
We have had no changes in or disagreements with our accountants.
Available Information
We have filed a registration statement on form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.
Until_____________, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
Part II
Information Not Required In The Prospectus
Indemnification Of Directors And Officers
Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
(2) a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.
Other Expenses Of Issuance And Distribution
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 114.41
Transfer Agent $ 1,000.00
Accounting fees and expenses $ 5,000.00
Legal fees and expenses $ 10,000.00
Edgar filing fees $ 1,500.00
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Total $ 17,614.41
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All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.
Recent Sales Of Unregistered Securities
We issued 3,500,000 shares of our common stock to Mr. Tim Coupland on May 18, 2004. Mr. Coupland is our president, chief executive officer, treasurer, principal financial officer and a director. Additionally, we issued 1,500,000 shares of our common stock to Mr. Brian Game on May 19, 2004. Mr. Game is our secretary and a director. Mr. Coupland and Mr. Game acquired these shares at a price of $0.001 per share for total proceeds to us of $5,000.00.
We completed an offering of 2,500,000 shares of our common stock at a price of $0.001 per share to the following five purchasers on May 27, 2004:
Name of Subscriber Number of Shares ----------------- ---------------- Robert Fedun 500,000 Dr. Douglas Coupland 500,000 David Lorne 500,000 Mark Foreman 500,000 Larry Ilich 500,000 |
The total amount received from this offering was $2,500. We completed this offering pursuant to Regulation S of the Securities Act.
We completed an offering of 2,000,000 shares of our common stock at a price of $0.01 per share to the following 20 purchasers on June 13, 2004:
Name of Subscriber Number of Shares ------------------ ---------------- Ruby Nishi 100,000 Ann Marie Cederholm 100,000 Allan Feldman 100,000 Farshad Shirvani 100,000 Jeremy Ross 100,000 William Koble 100,000 Jason Schweigel 100,000 Steven Feldman 100,000 Robert Young 100,000 Heather Conley 100,000 Kim Aimetz 100,000 Douglas Coupland 100,000 Tyler Ross 100,000 Joe Abinante 100,000 Frank Underhill 100,000 Jordan Hood 100,000 Carol Nicholson 100,000 Frances Nicholson 100,000 Aaron Silverman 100,000 Stan Green 100,000 |
The total amount received from this offering was $20,000. We completed this offering pursuant to Regulation S of the Securities Act.
We completed an offering of 15,000 shares of our common stock at a price of $0.20 per share to the following 15 purchasers on June 25, 2004:
Name of Subscriber Number of Shares Alex Inunza 1,000 Chelsea Banys 1,000 Brian Crowe 1,000 Robb Perkinson 1,000 Paul Dickson 1,000 Roy Nicholson 1,000 Craig Douglas 1,000 Ray Vyas 1,000 Sharon Larkin 1,000 John Shirvani 1,000 Bob Allam 1,000 Ruth Feldman 1,000 Heidi Streu 1,000 Lori Scot 1,000 Nancy Feibel 1,000 |
The total amount received from this offering was $3,000. We completed this offering pursuant to Regulation S of the Securities Act.
Regulation S Compliance
Each offer or sale was made in an offshore transaction;
Neither we, a distributor, any respective affiliates, nor any person on behalf of any of the foregoing, made any directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act;
The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act; and
We are required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if any law of any Canadian province prevents us from refusing to register securities transfers, other reasonable procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of Regulation S have been implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S.
Exhibits
Exhibit
Number Description
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Legal opinion of Joseph I. Emas, with consent to Use
10.1 Mineral Property Bill of Sale
23.1 Consent of Amisano Hanson, Chartered Accountants
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The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; Notwithstanding the forgoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b)if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(c) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
Signatures
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, Province of British Columbia on October 14, 2004.
Dynamic Gold Corp.
By: /s/ Tim Coupland ------------------------------ Tim Coupland President, Chief Executive Officer, Treasurer, Principal Financial Officer and director |
Power of Attorney
ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Tim Coupland, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Tim Coupland President, Chief Executive October 14, 2004 ----------------------- Officer, Treasurer, Principal Tim Coupland Financial Officer and director /s/ Brian Game Secretary and director October 14, 2004 ----------------------- Brian Game |
EXHIBIT 3.1 ARTICLES OF INCORPORATION
Articles of Incorporation
of
Dynamic Gold Corp.
First. The name of the corporation is Dynamic Gold Corp.
Second. The registered office of the corporation in the State of Nevada is located at 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701. The corporation may maintain an office, or offices, in such other places within or without the State of Nevada as may be from time to time designated by the Board of Directors or the By-Laws of the corporation. The corporation may conduct all corporation business of every kind and nature outside the State of Nevada as well as within the State of Nevada.
Third. The objects for which this corporation is formed are to engage in any lawful activity, including, but not limited to the following:
a) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
b) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation
is organized.
c) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and
when no period is limited, perpetually, or until dissolved and its
affairs wound up according to law.
d) Shall have power to sue and be sued in any court of law or equity.
e) Shall have power to make contracts.
f) Shall have power to hold, purchase and convey real and personal estate
and to mortgage or lease any such real and personal estate with its
franchises.The power to hold real and personal estate shall include the
power to take the same by devise or bequest in the State of Nevada, or
in any other state, territory or country.
g) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.
h) Shall have power to make By-Laws not inconsistent with the constitution
or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the
transfer of its stock, the transaction of its business, and the calling
and holding of meetings of its stockholders.
i) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
j) Shall have power to adopt and use a common seal or stamp, and alter the
same at pleasure. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal or
stamp, if it desires, but such use or nonuse shall not in any way
affect the legality of the document.
k) Shall have the power to borrow money and contract debts when Necessary
for the transaction of its business, or for the exercise of its
corporate rights, privileges or franchises, or for any other lawful
purpose of its incorporation; to issue bonds, promissory notes, bills
of exchange, debentures, and other obligations and evidences of
indebtedness, payable at a specified time or times, or payable upon the
happening of a specified event or events, whether secured by mortgage,
pledge or otherwise,or unsecured, for money borrowed, or in payment for
property purchased, or acquired, or for any other lawful object.
1) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of the indebtedness
created by, any other corporation or corporations of the State of
Nevada, or any other state or government, and, while owners of such
stock, bonds, securities or evidences of indebtedness, to exercise all
rights, powers and privileges of ownership, including the right to
vote, if any.
m) Shall have power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefore its capital, capital surplus, surplus,
or other property to fund.
n) Shall have power to conduct business, have one or more offices, and
conduct any legal activity in the State of Nevada, and in any of the
several states, territories, possessions and dependencies of the
United States, the District of Columbia, and any foreign countries,
o) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles
of incorporation, or any amendment thereof, or necessary or incidental
to the protection and benefit of the corporation, and, in general, to
carry on any lawful business necessary or incidental to the attainment
of the objects of the corporation, whether or not such business is
similar in nature to the objects set forth in the certificate or
articles of incorporation of the corporation,or any amendments thereof.
p) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
p) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities, as may be
allowed by law.
Fourth. That the total number of common stock authorized that may be issued by the Corporation is seventy-five million (75,000,000) shares of stock with a par value of one tenth of one cent ($0.001) per share and no other class of stock shall be authorized. Said shares may be issued by the corporation from time to time for such considerations as may be fixed by the Board of Directors.
Fifth. The governing board of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this corporation, providing that
the number of directors shall not be reduced to fewer than one (1).
The first Board of Directors shall be one (1) in number and the name
and post office address of the Director shall be listed as follows:
Name: Daniel A. Kramer
Address: 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701
Sixth. The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.
Seventh. The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:
Name: Daniel A. Kramer
Address: 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701
Eighth. The Resident Agent for this corporation shall be VAL-U-CORP SERVICES, INC. The address of the Resident Agent, and, the registered or statutory address of this corporation in the State of Nevada, shall be: 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701.
Ninth. The corporation is to have perpetual existence.
Tenth. In furtherance and not in limitation of the powers conferred by the statute, the Board of Directors is expressly authorized:
a) Subject to the By-Laws, if any, adopted by the Stockholders, to make,
alter or amend the By-Laws of the corporation.
b) To fix the amount to be reserved as working capital over and above
its capital stock paid in; to authorize and cause to be executed,
mortgages and liens upon the real and personal property of this
corporation.
c) By resolution passed by a majority of the whole Board, to designate
one (1) or more committees, each committee to consist of one or more
of the Directors of the corporation, which, to the extent provided
in the resolution, or in the By- Laws of the corporation, shall have
and may exercise the powers of the Board of Directors in the
management of the business and affairs of the corporation. Such
committee, or committees, shall have such name, or names as may be
stated in the By-Laws of the corporation, or as may be determined
from time to time by resolution adopted by the Board of Directors.
d) When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the
voting power given at a Stockholders meeting called for that purpose,
or when authorized by the written consent of the holdersof at least a
majority of the voting stock issued and outstanding, the Board of
Directors shall have power and authority at any meeting to sell,lease
or exchange all of the property and assets of the corporation,
including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and
for the best interests of the corporation.
Eleventh. No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.
Twelfth. No Director or Officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a Director or Officer involving any act or omission of any such Director or Officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a Director or Officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the Stockholders of the corporation shall be prospective only, and shall not adversely affect any limitations on the personal liability of a Director or Officer of the corporation for acts or omissions prior to such repeal or modification.
Thirteenth. This corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon Stockholders herein are granted subject to this reservation.
I, the undersigned, being the Incorporator hereinbefore named for the purpose of forming a corporation pursuant to General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this January 21, 2004.
/s/ Daniel A. Kramer
--------------------
Daniel A. Kramer
Incorporator
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BYLAWS
of
DYNAMIC GOLD INC.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
b) Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.
c) If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.
b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the
meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.
ARTICLE II: BOARD OF DIRECTORS
b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.
c) A casual vacancy occurring in the Board may be filled by the remaining Directors.
d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly.
e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.
b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.
c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting.
d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.
e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.
f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.
g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.
h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.
i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.
j) All Directors of the Corporation shall have equal voting power.
b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.
ARTICLE III: OFFICERS
b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.
c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.
ARTICLE V: SHARES OF STOCK
b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed
upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.
d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
e) If a share certificate:
(i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or
(iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.
b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.
b) Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.
ARTICLE VI: DIVIDENDS
a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.
b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:
(i) a majority of the current shareholders of the class or series
to be issued approve the issue; or
(ii) there are no outstanding shares of the class or series of
shares that are authorized to be issued as a dividend.
ARTICLE VII: BORROWING POWERS
a) The Directors may from time to time on behalf of the Corporation:
(i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,
(ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and
(iii) mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).
b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.
ARTICLE VIII: FISCAL YEAR
The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.
ARTICLE IX: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.
ARTICLE X: AMENDMENTS
All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.
ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.
b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to:
(i) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;
(ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;
(iii) a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;
(iv) determining the remuneration of the Directors;
(v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or
(vi) the indemnification of a Director by the Corporation.
c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation
either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.
d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.
e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.
ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation.
ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also
a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.
CERTIFIED TO BE THE BYLAWS OF:
DYNAMIC GOLD INC.
per:
/s/ Brian Game
-----------------------
Brian Game, Secretary
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Exhibit 5.1
OPINION AS TO LEGALITY
JOSEPH I. EMAS
ATTORNEY AT LAW
1224 Washington Avenue
Miami Beach, Florida 33139
(305) 531-1174
Facsimile: (305) 531-1274
Email: jiemas@bellsouth.net
October 14, 2004
United States Securities and Exchange Commission Washington, D.C. 20549
Ladies and Gentlemen:
As counsel for the Company, I have examined the Company's certificate of incorporation, by-laws, and such other corporate records, documents and proceedings and such questions of laws I have deemed relevant for the purpose of this opinion, including but not limited to, Nevada law including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof. In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to form a basis for the opinion hereinafter expressed.
I have also, as counsel for the Company, examined the Registration Statement (the "Registration Statement") of your Company on Form SB-2/A, covering the registration under the Securities Act of 1933 of up to 4,515,000 shares (the "Registered Shares") by existing shareholders of the Company of the Company's common stock (the "Common Stock").
My review has also included the form of prospectus for the issuance of such securities (the "Prospectus") filed with the Registration Statement.
On the basis of such examination, I am of the opinion that:
1. The Company is a corporation duly authorized and validly
existing and in good standing under the laws of the State of
Nevada, with corporate power to conduct its business as
described in the Registration Statement.
2. The Company has an authorized capitalization of 75,000,000
shares of Common Stock, $0.001 par value and no shares of
Preferred Stock.
3. I am of the opinion that all of the Registered Shares are
validly issued, fully paid and non-assessable pursuant to the
corporate law of the State of Nevada (Chapter 78A of the Nevada
Revised Statutes).
This opinion includes my opinion on Nevada law including the Nevada Constitution, all applicable provisions of Nevada statutes, and reported judicial decisions interpreting those laws.
I hereby consent to the use of my name in the Registration Statement and Prospectus and I also consent to the filing of this opinion as an exhibit thereto.
Very truly yours,
October 14, 2004
/s/ Joseph I. Emas ----------------------- JOSEPH I. EMAS, ESQUIRE |
We, Dan Patrie Exploration Ltd., a company incorporated pursuant to the laws of Ontario, in consideration of the sum of US$3,500, hereby sell and transfer to Dynamic Gold Inc. a 100% interest in the following mineral claims located in the Red Lake area, Ontario, with the following claims details:
Assessment Work
Claim Number No. of Claim Units Due Date
3004508 7 February 16, 2006
3004509 9 November 14, 2005
3004510 4 November 14, 2005
3004511 4 November 14, 2005
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DATED: JUNE 16, 2003
DAN PATRIE EXPLORATION LTD.
per: /s/ Bryan Patrie --------------------------------- Bryan Patrie, Exploration Manager |
Terry Amisano Ltd. AMISANO HANSON
Kevin Hanson, CA, CPA (Nevada) CHARTERED ACCOUNTANTS and
CERTIFIED PUBLIC ACCOUNTANT
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the use in this Registration Statement of Dynamic Gold Corp. on Form SB-2 of our Auditor's Report dated August 11, 2004 relating to the balance sheet of Dynamic Gold Corp., as at June 30, 2004, and the related statement of operations, stockholders' equity and cash flows for the period from January 21, 2004 (Date of Incorporation) to June 30, 2004 and the reference to our firm as experts in the Registration Statement.
Vancouver, Canada /s/ Amisano Hanson October 14, 2004 CHARTERED ACCOUNTANTS |