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UNITED STATES

SECURITIES AND EXCHANGE COMMISION

Washington, D.C. 20549



FORM 10-KSB/A

Amendment No. 1



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|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------ |  |  | 
|(Mark One)                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                      | [X]                                       | Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended:  June 30, 2007.           
|                                                                                                                                                                                                                                                                                                                                                      | [   ]                                     | Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______ to _______.
|Commission file number: 000-52417                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                     
|DYNAMIC GOLD CORP.                                                                                                                                                                                                                                                                                                                                   
|(Name of small business issuer in its charter)                                                                                                                                                                                                                                                                                                       
|Nevada                                                                                                                                                                                                                                                                                                                                                | Applied For                              
|(State or other jurisdiction of incorporation or organization)                                                                                                                                                                                                                                                                                        |                                           |                                                                                                                                      | (IRS Employer Identification Number)
|                                                                                                                                                                                                                                                                                                                                                     
|506  675 West Hastings Street, Vancouver, British Columbia, Canada V6B 1N2                                                                                                                                                                                                                                                                          
|(Address of principal executive offices)                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                     
|Issuers telephone number                                                                                                                                                                                                                                                                                                                             | (604) 488-0860                           
|                                                                                                                                                                                                                                                                                                                                                     
|Securities registered under Section 12(b) of the Exchange Act:                                                                                                                                                                                                                                                                                       
|Title of each class                                                                                                                                                                                                                                                                                                                                   | Name of each exchange on which registered
|None                                                                                                                                                                                                                                                                                                                                                  |                                           |                                                                                                                                      | None                                
|Securities registered under Section 12(g) of the Exchange Act:                                                                                                                                                                                                                                                                                       
|Common Stock                                                                                                                                                                                                                                                                                                                                         
|(Title of class)                                                                                                                                                                                                                                                                                                                                     
|Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act:  [ ]                                                                                                                                                                                                                                   
|Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                              
|Yes   [X]                                                                                                                                                                                                                                                                                                                                             | No   [ ]                                 
|Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  [ ]
|                                                                                                                                                                                                                                                                                                                                                     



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|                                                                                                                                                                                                                                                                                                                                                       |         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)                                                                                                                                                                                                                                      
|Yes   [X]                                                                                                                                                                                                                                                                                                                                              | No   [ ]
|State issuers revenues for its most recent fiscal year:    Nil                                                                                                                                                                                                                                                                                       
|State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days.  (See definition of affiliate in Rule 12b-2 of the Exchange Act.)
|$903,000 as at March 12, 2008                                                                                                                                                                                                                                                                                                                         
|State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date.                                                                                                                                                                                                                           
|9,515,000 as at March 12, 2008                                                                                                                                                                                                                                                                                                                        



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TABLE OF CONTENTS



|PART I                                                                                                                                             | 4 
|-------------------------------------------------------------------------------------------------------------------------------------------------- | --
|                                                                                                                                                  
|ITEM 1  DESCRIPTION OF BUSINESS                                                                                                                   | 4 
|ITEM 2  DESCRIPTION OF PROPERTY                                                                                                                   | 9 
|ITEM 3  LEGAL PROCEEDINGS                                                                                                                         | 12
|ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                       | 12
|                                                                                                                                                  
|PART II                                                                                                                                            | 12
|                                                                                                                                                  
|ITEM 5  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISUER PURCHASES OF EQUITY SECURITIES                          | 12
|ITEM 6  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                                                 | 13
|ITEM 7  FINANCIAL STATEMENTS                                                                                                                      | 15
|ITEM 8A  CONTROLS AND PROCEDURES                                                                                                                  | 32
|ITEM 8A(T)  CONTROLS AND PROCEDURES                                                                                                               | 33
|ITEM 8B  OTHER INFORMATION                                                                                                                        | 33
|                                                                                                                                                  
|PART III                                                                                                                                           | 33
|                                                                                                                                                  
|**ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE** GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT | 33
|ITEM 10  EXECUTIVE COMPENSATION                                                                                                                   | 37
|**ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND** RELATED STOCKHOLDER MATTERS                                       | 38
|**ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR** INDEPENDENCE                                                            | 39
|ITEM 13  EXHIBITS                                                                                                                                 | 39
|ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                                                   | 39





EXPLANATORY SUMMARY OF CHANGES



Dynamic Gold Corp. is filing this Form 10KSB/A to provide additional disclosure and clarifications.  The primary changes are:



(a)

Modifying the filing and financial statements to refer to the Company as exploration stage;



(b)

Modifying the Companys Mineral Properties accounting policy;



(c)

Providing additional information and clarification on the Companys evaluation of disclosure controls and procedures and managements annual report on internal control over financial reporting; and



(d)

Correcting typographical errors on the signature page and certifications.





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FORWARD-LOOKING STATEMENTS



This Form 10-KSB/A includes "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995.  Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.



All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding our financial position, business strategy, and plans and objectives of management for the future operations, are forward-looking statements.



Although we believe that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.  Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing.



PART I



ITEM 1  DESCRIPTION OF BUSINESS





Business Development



We were incorporated in the State of Nevada on January 21, 2004. Our principal offices are located at 675 West Hastings Street, Suite 506 Vancouver, British Columbia, Canada, V6B 1N2. Our telephone number is (604) 488-0860.



We have not had any bankruptcy, receivership or similar proceeding since incorporation.



There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation.



General



We are an exploration-stage company and have not yet generated or realized any revenues from our business operations.



On June 16, 2004, we acquired our interest in and to the three mineral claims, known collectively as the Sobeski Lake Gold, property located in the Red Lake Mining District, in the province of Ontario, Canada for a cash payment of $3,500.  The former owner of the claims, Dan Patrie Exploration Ltd., remains the registered owners of the property.  It holds a 100% interest in the property in trust for us.



To date we have performed only mapping and compilation work on our property. 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.  Economic and legal feasibility refers to a formal evaluation completed by an engineer or geologist, which confirms that the property can be successfully operated as a mine.



We also anticipate we will be engaged in the acquisition, and exploration of other mineral properties with a view to the exploitation any mineral deposits we discover that demonstrate economic feasibility.  Exploitation of a mineral deposit occurs when the company overseeing production processes rock from the property in order to remove and sell gold contained in the rock.



Because we are an exploration stage company, in the event that we discover mineral deposits on the Sobeski Lake Gold property, we will not have the capability to remove and refine those minerals.  When exploration stage companies discover mineral deposits, which are a rare occurrence, they typically sell their interest in the property to larger development or production stage mining companies, or they enter into a joint venture arrangement.  The larger companies are then responsible for operating the property as a mine.  If we discover a mineral deposit on the Sobeski Lake Gold property, we anticipate entering into a similar arrangement with a more advanced mining company.



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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 discovering economically recoverable reserves and obtaining the necessary financing to prove gold content on the property sufficient enough to justify operating the property as a mine by processing rock in order to remove and sell the gold found in the rock.



As an exploration stage corporation, we are engaged in the search for mineral deposits (reserves).  We are not a development stage company involved in the preparation of an established commercially minable deposit for its extraction or a production stage company engaged in the exploitation of a mineral deposit.



Mineral Property Exploration



Mineral property exploration is typically conducted in phases.  Each subsequent phase of exploration work is recommended by a geologist based on the results from the most recent phase of exploration.  The initial two phases of an exploration program generally involve geochemical and geophysical surveys of a property.  Subsequent exploration phases typically involve drilling.



Geochemical exploration involves gathering soil samples or pieces of rock from the property areas with the most potential to host economically significant mineralization based on past exploration results.  All samples gathered will be sent to a laboratory where they are crushed and analysed for metal content.  Geophysical surveying is the search for mineral deposits by measuring the physical property of near-surface rocks, and looking for unusual responses caused by the presence of mineralization.  Electrical, magnetic, gravitational, seismic and radioactive properties are the ones most commonly measured.  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 have not yet commenced the initial phase of exploration on the Sobeski Lake Gold property.  Once we have completed each phase of exploration, we will make a decision as to whether or not we proceed with each successive phase based upon the analysis of the results of that program.  Our directors will make this decision based upon the recommendations of the independent geologist who oversees the program and records the results, as well as upon the recommendations of Brian Game, our director who is a professional geologist.



Even if we complete the currently recommended exploration programs on the Sobeski Lake Gold property and they are successful, we will need to spend substantial additional funds on further drilling and engineering studies before we will ever know if there is a commercially viable mineral deposit (a reserve) on the 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.  We have not applied for a work permit for the drilling phase of our proposed exploration program, as the application requires that we disclose details of the planned exploration.  We will not be able to determine this until we have the results from Stage 1 of our exploration program.  We anticipate that we can obtain a work permit within one month from filing an application.



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.  However, for the drilling programs that we have planned, we do not expect remediation costs to exceed $10,000.  We have budgeted for regulatory compliance costs in our proposed exploration program.  We will need to raise additional funds in order to proceed with any drilling and to cover the costs of remediation.





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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.



In order to keep the three mineral claims comprising the Sobeski Lake Gold property in good standing, we must incur at least $6.00 per hectare in exploration work on the claims prior to November 14, 2005 with respect to three of the claims, and prior to February 16, 2006 with respect to one of the claims.  The expiry date is thereby extended for an additional two years.  As the total area of the claims is 219 hectares, we must spend $1,314 on exploration in order to meet this requirement.



Employees



At present, we have no employees, other than our current officers and directors, who devote their time as required to our business operations.



Research and Development Expenditures



We have incurred a total of $1,000 in connection with Mr. Ostensoes preparation of a geological report concerning the Sobeski Lake Gold property.  We have not incurred any other research and development expenditures since our incorporation.



Competition



While the mineral property exploration business is competitive, we do not anticipate having any difficulties retaining qualified personnel to conduct exploration on the Sobeski Lake Gold property.



Despite competition amongst gold producers, there is a strong market for any gold that is removed from the Sobeski Lake Gold property.  While it is unlikely that we will discover a mineral deposit on the property, if we do, the value of the property will be influenced by the market price for gold.  This price, to some degree, is influenced by the amount of gold sold by advanced gold production companies.



There are a large number of mineral exploration companies such as us that look to acquire interests in properties and conduct exploration on them.  Given the large number of unexplored or under explored mineral properties that are currently available for acquisition, we do not expect competition to have a material impact on our business operations.



In the mineral exploration sector, our competitive position is insignificant.  There are numerous mineral exploration companies with substantially more capital and resources that are able to secure ownership of mineral properties with a greater potential to host economic mineralization.  We are not able to complete with such companies.  Instead, we will attempt to acquire properties without proven mineral deposits that may have the potential to contain mineral deposits.



Subsidiaries



We do not have any subsidiaries.



Patents and Trademarks



We do not own, either legally or beneficially, any patents or trademarks.





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Risk Factors



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 annual report before investing in our common stock.  If any of the following risks occur, our business, operating results and financial condition could be seriously harmed.  The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.



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.  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 have sufficient working capital to conduct an initial phase of exploration on the property estimated to cost $5,000.  We will require additional financing of $210,000 to complete the balance of the recommended stage one work program and for the stage two drill program and significant additional funding 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 price for 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 or loans from our directors.  Any sale of share capital will result in dilution to existing shareholders.  The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the 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 annual report.



Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.



Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues.  If our exploration programs are successful in establishing minerals of commercial tonnage and grade, we will require additional funds in order to further develop the property.



We expect to incur significant losses into the foreseeable future.  We recognize that if we are unable to generate significant revenues from exploration 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.





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The probability of an individual mineral exploration prospect, such as the Sobeski Lake Gold Property, containing reserves is extremely remote.  As a result, you could lose your entire investment.



Very few exploration stage mineral properties, such as the Sobeski Lake Gold property contain sufficient quantities of mineralization to constitute a reserve.  A "reserve" is that part of a mineral deposit which could be economically and legally extracted or produced.



In all probability, the Sobeski Lake Gold property does not contain any reserves and all funds that we intend to spend on its exploration will be ultimately lost.



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.



Our independent auditor believes there is substantial doubt that we will continue as a going concern.  If we do not continue as a going concern, you will lose your investment.



The Independent Auditor's Report to our audited financial statements for the period ended June 30, 2007, indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern.  Such factors identified in the report are our net loss position, our failure to attain profitable operations and our dependence upon obtaining adequate financing.  If we are not able to continue as a going concern, it is likely investors will lose their investments.



Because our directors own 53.60% of our outstanding common stock, they could make and control corporate decisions that may be disadvantageous to other minority shareholders.



Our directors own approximately 53.60% of the outstanding shares of our common stock.  Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets.  They will also have the power to prevent or cause a change in control.  The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.



Because our directors have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.



Our President will be devoting only 25% of his time to our business upon commencement of business operations.  Currently our President, Chief Financial Officer and Corporate Secretary devote approximately 10% of their time to our affairs.  It is possible that the demands on our officers and directors from their other obligations could cause them to be unable to devote sufficient time to the management of our business. In addition, they may not possess sufficient time for our business if the demands of managing our business increased substantially beyond current levels.





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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.  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.



Reports to Securities Holders



We are required to file annual reports on Form 10-KSB/A and quarterly reports on Form 10-QSB with the Securities and Exchange Commission on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a current report on Form 8-K.



You may read and copy any materials we file with the Securities and Exchange Commission at their Public Reference Room Office, 100 F Street, NE, Room 1580, Washington, D.C. 20549-0102.  You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. Additionally, the Securities and Exchange Commission maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Securities and Exchange Commission.



ITEM 2  DESCRIPTION OF PROPERTY



Mining Properties  General



We hold an interest in and to the three mineral claims, known as the Sobeski Lake Gold property, located in the Red Lake Mining District in the province of Ontario, Canada.  Dan Patrie Exploration Ltd. holds a 100% interest in the mineral claims in trust for us.  This property comprises three claims with an approximate area of 219 hectares.  Our property interest in the claims is limited to mineral exploration and extraction rights.  We do not have any real property interest in the claims.



We do not own or lease any property other than the Sobeski Lake Gold property.



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 mineral claims.  Mr. Patrie and his company are both at arm's length to us.  There are no other underlying agreements or interests in the mineral claims.



Title to the Sobeski Lake Gold Property



The Sobeski Lake Gold Property consists of three 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 Exploration 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.  We do not own any real property interest in the land covered by the claims.



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.



The business purpose of us having the title to the Sobeski Lake Gold property held in trust is to avoid expenses we would incur in registering the claims in our corporate name.





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A summary of the three mineral claims can be found below:



|             |  |              |  |                    |  |                 
|------------ |  | ------------ |  | ------------------ |  | ----------------
|Name         |  | Claim Number |  | No. of Claim Units |  | Date of Expiry  
|             |  |              |  |                    |  |                 
|SOBESKI LAKE |  | 4201052      |  | 9                  |  | January 28, 2008
|SOBESKI LAKE |  | 4201053      |  | 4                  |  | January 28, 2008
|SOBESKI LAKE |  | 4201054      |  | 4                  |  | January 28, 2008





These claims expired and were restaked during the year ended June 30, 2006 at a cost of $5,732.  As a result, the property comprises three mineral claims consisting of 17 claim units.



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.  We have not entered into any agreement or negotiations, preliminary or otherwise, with any personnel or geologists to help us with the exploration of the Sobeski Lake Gold property.



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 logging road is a dirt road created by forestry companies for the purpose of removing timber from an area.  Such roads are often difficult to traverse in wet or winter weather conditions.



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.



The Sobeski Lake Gold property is free of any mineral workings as there is no known history of previous work having been completed on the claims.  Accordingly, there is no equipment located on the claims and no power source located on the claims.  We will need to use portable generators if we require a power source for exploration of the property.



To date, we have not incurred any exploration expenditures on the Sobeski Lake Gold property.  The property is without known reserves and our proposed exploration is exploratory in nature.



Mineralization and Rock Formation



The Sobeski Lake Gold property is located in an area of altered volcanic rocks that have the potential to host economic gold mineralization.  Property sites favorable for mineralization commonly are in proximity to relatively thin beds of sedimentary rock, particularly tuff beds (layers of volcanic ash). Canadian Shield rocks, like those found on the property, are commonly profoundly altered from their original characteristics.



Exploration History



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.





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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.



Stage 1



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



Mr. Ostensoe recommends engaging a technically trained person to thoroughly search the geological database in order to assemble the available historical information relevant to the Sobeski Lake area.  This would involve reviewing data filed with the Geological Survey of Canada, the Ontario Department of Mines and the Ministry of Natural Resources.



He then recommends that based upon this review, we should pursue an exploration program of prospecting.  This would involve determining the extent, distribution and geology of outcrops.  Outcrops are exposed rock on the surface of the property that is not covered by soil.  These outcrops are analysed to determine whether they potentially containing gold mineralization based on the rock types.



This preliminary Phase I reconnaissance work requires approximately one week of fieldwork by a two person crew.  The whole phase, including the initial compilation and the later presentation to management, is estimated to cost $5,000.  Our current working capital will not cover the cost of this program.  We will need to raise additional financing to cover the anticipated the cost of this phase.  We anticipate commencing this phase of exploration in the spring of 2008, when weather conditions permit.  The entire phase, including the interpretation of data, should take a total of one to two months.



Phase 2



Upon completion of Phase I, Mr Ostensoe recommends pursuing a field program of prospecting, as well as geochemical and geophysical surveying to determine the extent and distribution of mineralization 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.



Geophysical surveying is the search for mineral deposits by measuring the physical property of near-surface rocks, and looking for unusual responses caused by the presence of mineralization.  Electrical, magnetic, gravitational, seismic and radioactive properties are the ones most commonly measured.  Geophysical surveys are applied in situations where there is insufficient information obtainable from the property surface to allow informed opinions concerning the merit of properties.



Mr. Ostensoe's report recommends that a budget of $10,000 for phase two.  He recommends that the geochemical portion of the program be completed in the summer, when rock exposure is maximized due to melting of all snow on the property.  He recommends that the geophysical portion of the exploration be conducted in the winter when the property surface is frozen so that it can be easily traversed.



We will need to raise additional financing to cover the anticipated the cost of this program.





11



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Stage 2



Results from the Stage 1 exploration programs will allow us to choose specific property areas that are more likely to host a mineral deposit.  Such areas will then be tested by meaning of drilling techniques which provide subsurface information concerning the underlying rock formations.



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.



Drilling programs commonly include about five to eight initial drill holes, with a follow up stage, if warranted, of a further six to eight holes.  The cost of the Stage 2 drilling work will be based entirely upon the results of the programs from Stage 1 and cannot be accurately forecast.  However, we expect that such a program will cost a minimum of $200,000.  A follow up drill program would likely cost an additional $300,000.  We will not determine the exact number and location of drill holes until we have completed Stage 1.



We do not have an agreement with Mr. Ostensoe, or any other geologist, to provide geological services for planned exploration work on the Sobeski Lake Gold property.



Description of Other Properties



Our president, Mr. Tim Coupland, provides office space to us free of charge.



We do not own nor lease office space.  Our President Tim Coupland makes contributions to capital for rent of the offices in Vancouver, British Columbia.  This arrangement is expected to continue until such time as our activities necessitate we relocate, as to which no assurances can be given. We have no agreements with respect to the maintenance or future acquisition of an office.



ITEM 3  LEGAL PROCEEDINGS



The Company is not a party to any pending legal proceeding.  Management is not aware of any threatened litigation, claims or assessments.



Our address for service of process in Nevada is 1802 N. Carson Street,  Suite 212, Carson City,  Nevada,

89701.



ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



No matters were submitted during the fourth quarter of our fiscal year to a vote of security holders, through the solicitation of proxies or otherwise.



PART II



ITEM 5  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISUER PURCHASES OF EQUITY SECURITIES



Market Information



Our shares of common stock do not trade on any stock exchange or through the facilities of any quotation system.  While we anticipate applying to have our shares of common stock quoted on the National Association of Securities Dealers' OTC Bulletin Board, there is no guarantee that we will be successful.



Holders of Common Stock



As of September 12, 2007, we had 42 stockholders of record holding 9,515,000 shares of common stock.





12



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Dividend Policy



There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:



1.

we would not be able to pay our debts as they become due in the usual course of business; or



2.

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.



We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.





Equity Compensation Plan



We do not have any securities authorized for issuance under any equity compensation plans.



Recent Sales of Unregistered Securities



None.



ITEM 6  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



Plan of Operations



Our plan of operation for the twelve months following the date of this report is to complete the recommended stage one exploration program on the Sobeski Lake Gold property.  According to his geology report, Mr. Ostensoe estimates that the first phase, consisting of a geological data review and prospecting, will cost approximately $5,000 and will take about one to two months to complete.  This exploration will be completed by a two-person crew, including a qualified geologist.



We will then commence the second phase of exploration.  This phase will consist of further prospecting and geochemical and geophysical surveying and is estimated to cost $10,000.  This exploration will be completed by a two or three-person crew, including a qualified geologist.  The geophysical portion of the exploration will be conducted in the winter when the property surface is frozen so that it can be easily traversed.



We do not have any arrangement with a qualified geologist to oversee these programs.  However, subject to availability, we intend to retain Mr. Ostensoe.  He will be responsible for hiring any additional personnel needed for the exploration programs.



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.



Our cash reserves are not sufficient to meet our obligations for the next twelve-month period.  As a result, we will need to seek additional funding in the near future.  We currently do not have a specific plan of how we will obtain such funding.  However, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock.  As well, our management is prepared to provide us with short-term loans, although no such arrangement has been made.



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.



13



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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, 2007



We have not earned any revenues from our incorporation on January 21, 2004 to June 30, 2007.  We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the property.



The Companys net loss for the year ended June 30, 2007 was $33,845 compared to a net loss of $22,156 for the year ended June 30, 2006.  Contributing to the period over period differences were an increase in advertising and promotion of $668, filing and financing fees of $122, legal and accounting fees of $2,052, management fees of $12,000 and rent of $3,600 offset by a decrease in office and miscellaneous of $22 and mineral property expenditures of $6,732.



We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities.  For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.



Liquidity and Capital Resources



At June 30, 2007, we had cash on hand of $6,653 and liabilities of $52,861 consisting of accounts payable and accrued liabilities of $22,129 and loans from our president, Tim Coupland, for $30,732.



We will require additional funding in order to cover all anticipated administration costs and to proceed with the phase one and two of stage one exploration program that is estimated to cost $10,000, as well as the stage two drilling program on the property, estimated to cost $200,000.



Capital Expenditures



The Company expended no amounts on capital expenditures for the period from inception to June 30, 2007.  At present there are no transactions being contemplated by management or the board that would affect the financial condition, results of operations and cash flows of any asset of the Company.



Off-balance Sheet Arrangements



The Company has no off-balance sheet arrangements that would require disclosure.



Critical Accounting Policies



Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.  Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods.  These estimates and assumptions are affected by management's application of accounting policies.



Mineral property costs



The Company is primarily engaged in the acquisition, exploration and development of mineral properties.



Mineral property acquisition costs are initially capitalized as tangible assets when purchased.  At the end of each fiscal quarter end, the Company assesses the carrying costs for impairment.  If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.



Mineral property exploration costs are expensed as incurred.





14



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Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.  Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.



As of the date of these financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs.



Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Companys title.  Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.



Impairment of long-lived assets



Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.  Recoverability of these assets is measured by comparison of its carrying amount to future undiscounted cash flows the assets are expected to generate.



ITEM 7  FINANCIAL STATEMENTS



As used herein, the terms Company, our,, we, and us refer to Dynamic Gold Corp., a Nevada corporation, unless otherwise indicated.  In the opinion of management, the accompanying audited financial statements included in the Form 10-KSB/A reflect all adjustment (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the period presented.  The results of operation for the years presented are not necessarily indicative of the results to be expected for the future years.



15



---



















Dynamic Gold Corp.

(An Exploration Stage Company)



Financial Statements

(Expressed in U.S. Dollars)

30 June 2007















16



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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 sheets of Dynamic Gold Corp. (A Pre-exploration Stage Company) as of June 30, 2006 and the related statements of operations, cash flows and stockholders equity for the year ended June 30, 2006 and for the period from January 21, 2004 (Date of Inception) to June 30, 2006.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States 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 audits provide 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, 2006 and the results of its operations and its cash flows for the year ended June 30, 2006 and for the period from January 21, 2004 (Date of Inception) to June 30, 2006, 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 pre-exploration stage, 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.  Management plans in regard to their planned financing and other matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





|                   |                      
|------------------ | ---------------------
|Vancouver, Canada  | Amisano Hanson     
|September 11, 2006 | Chartered Accountants





17



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|JAMESSTAFFORD |                                                  
|------------- | -------------------------------------------------
|              | James Stafford                                   
|              | Chartered Accountants*                           
|              | Suite 350  1111 Melville Street                 
|              | Vancouver, British Columbia                      
|              | Canada V6E 3V6                                   
|              | Telephone +1 604 669 0711                        
|              | Facsimile +1 604 669 0754                        
|              | * Incorporated professional, James Stafford, Inc.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of 
  Dynamic Gold Corp.(An Exploration Stage Company)

We have audited the balance sheet of Dynamic Gold Corp.(the Company) as at 30 June 2007, and the related statements of operations and deficit, cash flows and changes in stockholders deficiency for the year then ended. We have also audited the statements of operations and deficit, cash flows and changes in stockholders deficiency for the period from the date of inception on 21 January 2004 through 30 June 2007, except that we did not audit these financial statements for the period from the date of inception on 21 January 2004 through 30 June 2006; those statements were audited by other auditors whose report dated 11 September 2006, expressed an unqualified opinion on those statements. 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. Our report, insofar as it relates to the amounts for the period from the date of inception on 21 January 2004 through 30 June 2006, is based solely on the report of the other auditors.

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 the audits 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, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 30 June 2007 and the results of its operations and deficit, cash flows and changes in stockholders deficiency for the year then ended and for the period from the date of inception on 21 January 2004 to 30 June 2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, conditions exist which raise substantial doubt about the Companys ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Managements plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ James Stafford

|Vancouver, Canada | Chartered Accountants
|----------------- | ---------------------

15 August 2007, except for Note 2 and 11, as to which the date is 10 March 2008

18



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|Dynamic Gold Corp.            
|------------------------------
|(An Exploration Stage Company)
|Balance Sheets                
|(Expressed in U.S. Dollars)   
|As at 30 June                 

|                                                  | 2007    |   |  | 2006    |  
|------------------------------------------------- | ------- | - |  | ------- | -
|                                                  | $       |   |  | $       |  
|                                                 
|Assets                                            |         |   |  |         |  
|                                                 
|Current                                           |         |   |  |         |  
|Cash and cash equivalents                         | 6,653   |   |  | 2,190   |  
|                                                 
|                                                 
|Liabilities                                       |         |   |  |         |  
|                                                 
|Current                                           |         |   |  |         |  
|Accounts payable and accrued liabilities (Note 5) | 22,129  |   |  | 19,421  |  
|Due to related party (Note 6)                     | 30,732  |   |  | 10,732  |  
|                                                 
|                                                  | 52,861  |   |  | 30,153  |  
|                                                 
|Shareholders deficiency                          |         |   |  |         |  
|Capital stock(Note 7)                             |         |   |  |         |  
|Authorized                                        |         |   |  |         |  
|75,000,000 shares, $0.001 par value               |         |   |  |         |  
|Issued and outstanding                            |         |   |  |         |  
|30 June 2007  9,515,000 common shares            |         |   |  |         |  
|30 June 2006  9,515,000 common shares            | 9,515   |   |  | 9,515   |  
|Additional paid-in capital                        | 36,585  |   |  | 20,985  |  
|Deficit, accumulated during the exploration stage | (92,308 | ) |  | (58,463 | )
|                                                 
|                                                  | (46,208 | ) |  | (27,963 | )
|                                                 
|                                                  | 6,653   |   |  | 2,190   |  

Nature and Continuance of Operations(Note 1)

On behalf of the Board:

|/ s / Tim Coupland | Director | / s / Ann-Marie Cederholm | Director
|------------------ | -------- | ------------------------- | --------

The accompanying notes are an integral part of these financial statements.

19

---

|Dynamic Gold Corp.                  
|------------------------------------
|(An Exploration Stage Company)      
|Statements of Operations and Deficit
|(Expressed in U.S. Dollars)         

|                                            | For the period   |   |               |   |              |  
|------------------------------------------- | ---------------- | - | ------------- | - | ------------ | -
|                                            | from the date of |   |               |   |              |  
|                                            | inception on 21  |   | For the year  |   | For the year |  
|                                            | January 2004 to  |   | ended 30 June |   | ended 30     |  
|                                            | 30 June 2007     |   | 2007          |   | June 2006    |  
|                                            | $                |   | $             |   | $            |  
|                                           
|Expenses                                    |                  |   |               |   |              |  
|Mineral property (Note 4)                   | 10,607           |   | -             |   | 6,732        |  
|Advertising and promotion                   | 668              |   | 668           |   | -            |  
|Bank charges and interest                   | 631              |   | 180           |   | 179          |  
|Filing and financing fees                   | 6,618            |   | 2,213         |   | 2,091        |  
|Legal and accounting                        | 57,763           |   | 15,126        |   | 13,074       |  
|Management fees (Notes 8 and 10)            | 12,000           |   | 12,000        |   | -            |  
|Office and miscellaneous                    | 421              |   | 58            |   | 80           |  
|Rent (Notes 8 and 10)                       | 3,600            |   | 3,600         |   | -            |  
|                                           
|Net loss for the year                       | (92,308          | ) | (33,845       | ) | (22,156      | )
|                                           
|Deficit, accumulated during the exploration |                  |   |               |   |              |  
|stage, beginning of year                    | -                |   | (58,463       | ) | (36,307      | )
|                                           
|Deficit, accumulated during the exploration |                  |   |               |   |              |  
|stage, end of year                          | (92,308          | ) | (92,308       | ) | (58,463      | )
|                                           
|Basic and diluted loss per common share     |                  |   | (0.01         | ) | (0.01        | )
|                                           
|Weighted average number of common shares    |                  |   |               |   |              |  
|used in per share calculations              |                  |   | 9,515,000     |   | 9,515,000    |  

The accompanying notes are an integral part of these financial statements.

20

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|Dynamic Gold Corp.            
|------------------------------
|(An Exploration Stage Company)
|Statements of Cash Flows      
|(Expressed in U.S. Dollars)   

|                                                             | For the period     |   |              |   |              |  
|------------------------------------------------------------ | ------------------ | - | ------------ | - | ------------ | -
|                                                             | from the date      |   |              |   |              |  
|                                                             | of inception on 21 |   | For the year |   | For the year |  
|                                                             | January 2004 to    |   | ended 30     |   | ended 30     |  
|                                                             | 30 June            |   | June         |   | June         |  
|                                                             | 2007               |   | 2007         |   | 2006         |  
|                                                             | $                  |   | $            |   | $            |  
|                                                            
|                                                            
|Cash flows from operating activities                         |                    |   |              |   |              |  
|Net loss for the year                                        | (92,308            | ) | (33,845      | ) | (22,156      | )
|Adjustments to reconcile loss to net cash used by            |                    |   |              |   |              |  
|operating activities                                         |                    |   |              |   |              |  
|Contributions to capital by related party  expenses         |                    |   |              |   |              |  
|(Notes 8 and 10)                                             | 15,600             |   | 15,600       |   | -            |  
|Changes in operating assets and liabilities                  |                    |   |              |   |              |  
|Decrease in prepaid expenses                                 | -                  |   | -            |   | 1,000        |  
|Increase (decrease) in accounts payable and accrued          |                    |   |              |   |              |  
|liabilities (Note 5)                                         | 22,129             |   | 2,708        |   | (1,087       | )
|Increase in due to related party (Note 6)                    | 30,732             |   | 20,000       |   | 10,732       |  
|                                                            
|                                                             | (23,847            | ) | 4,463        |   | (11,511      | )
|                                                            
|Cash flows from financing activity                           |                    |   |              |   |              |  
|Issuance of common shares for cash                           | 30,500             |   | -            |   | -            |  
|                                                            
|Increase (decrease) in cash and cash equivalents             | 6,653              |   | 4,463        |   | (11,511      | )
|                                                            
|Cash and cash equivalents, beginning of year                 | -                  |   | 2,190        |   | 13,701       |  
|                                                            
|Cash and cash equivalents, end of year                       | 6,653              |   | 6,653        |   | 2,190        |  
|                                                            
|Supplemental Disclosures with Respect to Cash Flows(Note 10) |                    |   |              |   |             

The accompanying notes are an integral part of these financial statements.

21

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|Dynamic Gold Corp.                               
|-------------------------------------------------
|(An Exploration Stage Company)                   
|Statements of Changes in Shareholders Deficiency
|(Expressed in U.S. Dollars)                      

|                                    |           |  |         |  |            |  | Deficit     |   |               |  
|----------------------------------- | --------- |  | ------- |  | ---------- |  | ----------- | - | ------------- | -
|                                    |           |  |         |  |            |  | accumulated |   |               |  
|                                    | Number of |  |         |  | Additional |  | during the  |   | Total         |  
|                                    | shares    |  | Share   |  | paid-in    |  | exploration |   | shareholders |  
|                                    | issued    |  | capital |  | capital    |  | stage       |   | deficiency    |  
|Balance at 21 January 2004          |           |  |         |  |            |  |             |   |               |  
|(inception)                         |           |  |         |  |            |  |             |   |               |  
|Common shares issued for cash       |           |  |         |  |            |  |             |   |               |  
|($0.001 per share)                  | 7,500,000 |  | 7,500   |  | -          |  | -           |   | 7,500         |  
|Common shares issued for cash       |           |  |         |  |            |  |             |   |               |  
|($0.01 per share)                   | 2,000,000 |  | 2,000   |  | 18,000     |  | -           |   | 20,000        |  
|Common shares issued for cash       |           |  |         |  |            |  |             |   |               |  
|($0.20 per share)                   | 15,000    |  | 15      |  | 2,985      |  | -           |   | 3,000         |  
|Net loss for the year               | -         |  | -       |  | -          |  | (10,267     | ) | (10,267       | )
|                                   
|Balance at 30 June 2004             | 9,515,000 |  | 9,515   |  | 20,985     |  | (10,267     | ) | 20,233        |  
|Net loss for the year               | -         |  | -       |  | -          |  | (26,040     | ) | (26,040       | )
|                                   
|Balance at 30 June 2005             | 9,515,000 |  | 9,515   |  | 20,985     |  | (36,307     | ) | (5,807        | )
|Net loss for the year               | -         |  | -       |  | -          |  | (22,156     | ) | (22,156       | )
|                                   
|Balance at 30 June 2006             | 9,515,000 |  | 9,515   |  | 20,985     |  | (58,463     | ) | (27,963       | )
|Contributions to capital by related |           |  |         |  |            |  |             |   |               |  
|party  expenses (Notes 8 and 10)   | -         |  | -       |  | 15,600     |  | -           |   | 15,600        |  
|Net loss for the year               | -         |  | -       |  | -          |  | (33,845     | ) | (33,845       | )
|                                   
|Balance at 30 June 2007             | 9,515,000 |  | 9,515   |  | 36,585     |  | (92,308     | ) | (46,208       | )

The accompanying notes are an integral part of these financial statements.

22



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Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

30 June 2007



1.

Nature and Continuance of Operations



Dynamic Gold Corp. (the Company) was incorporated under the laws of the State of Nevada on 21 January 2004 and is in the exploration stage.



The Company is in the business of acquiring and exploring mineral properties.  The recoverability of the amounts expended by the Company on acquiring and exploring mineral properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to complete the acquisition and/or development of the properties and upon future profitable production.



The Companys financial statements as at 30 June 2007 and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  The Company has a loss of $33,845 for the year ended 30 June 2007 (30 June 2006 - $22,156, cumulative - $92,308) and has a working capital deficit of $46,208 at 30 June 2007 (30 June 2006 - $27,963).



Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital.  Management believes that the Companys capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 30 June 2008.  However, if the Company is unable to raise additional capital in the near future, due to the Companys liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures.  These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.



At 30 June 2007, the Company had suffered losses from exploration activities to date.  Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful.  Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



2.

Change in Accounting Policy



Effective 30 June 2007, the Company adopted, on a retroactive basis, the provisions of Financial Accounting Standards Board (FASB) EITF 04-2 Whether Mineral Rights are Tangible or Intangible Assets.  EITF 04-2 establishes mineral rights as tangible assets, whereby the aggregate carrying amount of such mineral rights should be reported as a separate component of property, plant, and equipment.  The retroactive impacts of adopting EITF 04-2 had no impact on net loss or earnings per share for the years ended 30 June 2007 and 2006. (Notes 3 and 4).





23



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Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

30 June 2007



3.

Significant Accounting Policies



The following is a summary of significant accounting policies used in the preparation of these financial statements.



Basis of presentation



The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to exploration stage enterprises, and are expressed in U.S. dollars.  The Companys fiscal year end is 30 June.



Cash and cash equivalents



Cash and cash equivalents include highly liquid investments with original maturities of three months or less.



Mineral property costs



The Company is primarily engaged in the acquisition, exploration and development of mineral properties.



Mineral property acquisition costs are initially capitalized as tangible assets when purchased.  At the end of each fiscal quarter end, the Company assesses the carrying costs for impairment.  If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.



Mineral property exploration costs are expensed as incurred.



Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.  Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.



As of the date of these financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs (Note 4).



Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Companys title.  Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.



24



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Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

30 June 2007



Impairment of long-lived assets



Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.  Recoverability of these assets is measured by comparison of its carrying amount to future undiscounted cash flows the assets are expected to generate.



Environmental expenditures



The operations of the Company have been, and may in the future, be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs.  Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable.  The Companys policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures.





Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits.  Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.



Foreign currency translation



The Companys functional and reporting currency is in U.S. dollars.  The financial statements of the Company are translated to U.S. dollars in accordance with SFAS No. 52, Foreign Currency Translation.  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.



Use of estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period.  Actual results could differ from these estimates.





25



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Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

30 June 2007



Concentration of credit risk



The Companys financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Companys management also routinely assesses the financial strength and credit worthiness of any parties to which it extends funds and as such, it believes that any associated credit risk exposures are limited.



Risks and uncertainties



The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.



Financial instruments



The Companys financial instruments consist of cash, prepaid expenses, accounts payable and accrued liabilities and loan payable.  The carrying value of the financial instruments is approximate fair value due to their short term to maturity.  Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments.





Income taxes



Deferred income taxes are reported for timing difference between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with SFAS No. 109, Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.





26



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Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

30 June 2007



Basic and diluted loss per share



The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share.  SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.  Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.



Comprehensive loss



SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.  As at 31 March 2007, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.



Comparative figures



Certain comparative figures have been adjusted to conform to the current years presentation.



Recent accounting pronouncements



In May 2005, the Financial Accounting Standards Board (the FASB) issued SFAS No. 154, Accounting Changes and Error Corrections  A Replacement of APB Opinion No. 20 and SFAS No. 3.  SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle.  It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions.  SFAS No. 154 requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change.  The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after 15 December 2005.  The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.



In March 2005, the SEC staff issued Staff Accounting Bulletin (SAB) No. 107 to give guidance on the implementation of SFAS No. 123R.  The Company will consider SAB No. 107 during implementation of SFAS No. 123R.





27



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Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

30 June 2007



In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets  An Amendment of APB Opinion No. 29.  The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that Opinion, however, included certain exceptions to that principle.  SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after 15 June 2005.  Early application is permitted and companies must apply the standard prospectively.  The adoption of this standard is not expected to have a material effect on the Company's results of operations or its financial position.



In December 2004, the FASB issued SFAS No. 123R, Share Based Payment.  SFAS No. 123R is a revision of SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and its related implementation guidance.  SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments.  SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  SFAS No. 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions).  That cost will be recognized over the period during which an employee is required to provide service in exchange for the award  the requisite service period (usually the vesting period).  SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements.  That cost will be measured based on the fair value of the equity or liability instruments issued.



Public entities that file as small business issuers will be required to apply SFAS No. 123R in the first interim or annual reporting period that begins after 15 December 2005.  The adoption of this standard is not expected to have a material effect on the Company's results of operations or its financial position.



The FASB has also issued SFAS No. 151 and 152, but they will not have an effect of the financial reporting of the Company.



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.



4.

Mineral Property



During the year ended 30 June 2004, the Company acquired a 100% undivided right, title and interest in and to the 24 claim units located in the Red Lake Mining District in the province of Ontario, Canada (the Sobeski Lake Gold Property) for $3,500 cash.  These claims expired and were restaked during the year ended 30 June 2006 at a cost of $5,732.  This amount was capitalized as Property, Plant and Equipment and was written down to a current carrying value of $Nil during the year ended 30 June 2006.  The Sobeski Lake Gold Property comprises three mineral claims consisting of 17 claim units (Notes 2 and 3).



28



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Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

30 June 2007



Change to the Companys accounting policy during the year ended 30 June 2007 was in respect of the adoption of EITF 04-2 which establishes that the aggregate carrying amount of mineral property rights should be reported as a separate component of property, plant and equipment.  There had been no impact on net loss or earnings per share for the years ended 30 June 2007 and 2006 as a result of this adoption (Notes 2 and 3).



5.

Accounts Payable and Accrued Liabilities



Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.



6.

Due to Related Party



The amount due to related party of $30,732 (2006 - $10,732) is due to a director/shareholder of the Company.  A total of $10,000, $10,732 and $10,000 are due and repayable on 8 December 2007, 31 March 2008 and 3 April 2008 respectively.



7.

Capital Stock



Authorized



The total authorized capital is 75,000,000 common shares with a par value of $0.001.



Issued and outstanding



The total issued and outstanding capital stock is 9,515,000 common shares with a par value of $0.001 per common share.



8.

Related Party Transactions



During the year ended 30 June 2007, an officer and director of the Company made contributions to capital for management fees in the amount of $12,000 (30 June 2006 - $Nil, cumulative - $12,000) and for rent in the amount of $3,600 (30 June 2006 - $Nil, cumulative - $3,600) (Note 10).



9.

Income Taxes



The Company has losses carried forward for income tax purposes to 30 June 2007.  There are no current or deferred tax expenses for the year ended 30 June 2007 due to the Companys loss position. The Company has fully reserved for any benefits of these losses.  The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate.  Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Companys ability to generate taxable income within the net operating loss carryforward period.  Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.



29



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Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

30 June 2007



The provision for refundable federal income tax consists of the following:



| |                                             | For the year  |   | For the year  |  
| | ------------------------------------------- | ------------- | - | ------------- | -
| |                                             | ended 30 June |   | ended 30 June |  
| |                                             | 2007          |   | 2006          |  
| |                                             | $             |   | $             |  
|
| | Deferred tax asset attributable to:         |               |   |               |  
| | Current operations                          | 11,507        |   | 8,769         |  
| | Contributions to capital by related parties | (5,304        | ) | -             |  
| | Less: Change in valuation allowance         | (6,203        | ) | (8,769        | )
| |                                             |               |   |               |  
| | Net refundable amount                       | -             |   | -             |  



The composition of the Companys deferred tax assets as at 30 June 2007 and 30 June 2006 are as follows:



| |                                            | As at 30 June |   | As at 30 June |  
| | ------------------------------------------ | ------------- | - | ------------- | -
| |                                            | 2007          |   | 2006          |  
| |                                            | $             |   | $             |  
|
| | Net income tax operating loss carryforward | 92,308        |   | 58,463        |  
|
| | Statutory federal income tax rate          | 34%           |   | 34%           |  
| | Contributed rent and services              | -5.75%        |   | 0%            |  
| | Effective income tax rate                  | 0%            |   | 0%            |  
|
| | Deferred tax assets                        | 26,081        |   | 19,877        |  
| | Less: Valuation allowance                  | (26,081       | ) | (19,877       | )
| |                                            |               |   |               |  
| | Net deferred tax asset                     | -             |   | -             |  



The potential income tax benefit of these losses has been offset by a full valuation allowance.



As at 30 June 2007, the Company has an unused net operating loss carry-forward balance of approximately $76,708 that is available to offset future taxable income.  This unused net operating loss carry-forward balance expires between 2024 and 2027.





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Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

30 June 2007



10.

Supplemental Disclosures with Respect to Cash Flows



| |                                              |  |                                                                              |  |                                 |  |                                
| | -------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ------------------------------- |  | -------------------------------
| |                                              |  | For the period
from the date
of inception on 21
January 2004 to
30 June
2007 |  | For the year
ended 30
June
2007 |  | For the year
ended 30
June
2006
| |                                              |  | $                                                                            |  | $                               |  | $                              
| |                                              |  |                                                                              |  |                                 |  |                                
| | Cash paid during the period for interest     |  | -                                                                            |  | -                               |  | -                              
| | Cash paid during the period for income taxes |  | -                                                                            |  | -                               |  | -                              



During the year ended 30 June 2007, an officer and director of the Company made contributions to capital for management fees in the amount of $12,000 (30 June 2006 - $Nil, cumulative - $12,000) and for rent in the amount of $3,600 (30 June 2006 - $Nil, cumulative - $3,600) (Note ).



11.

Restatement of Financial Statements



The Companys financial statements as of 30 June 2007 and 2006, for each of the years ended 30 June 2007 and 2006 and for the period from the date of inception on 21 January 2004 through 30 June 2007 have been restated to retroactively reflect the provisions of the Financial Accounting Standards Board (FASB) EIFT 04-2 Whether Mineral Rights are Tangible or Intangible Assets.  EITF 04-2 establishes mineral rights as tangible assets, whereby the aggregate carrying amount of such mineral rights should be reported as a separate component of property, plant, and equipment.  The retroactive impacts of adopting EITF 04-2 had no impact on net loss or earnings per share for the years ended 30 June 2007 and 2006 (Notes 2 and 3).



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ITEM 8  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANICAL DISCLOSURE



We did not have any disagreements on accounting and financial disclosures with our present accounting firm during the reporting period.



ITEM 8A  CONTROLS AND PROCEDURES



(a) Evaluation of Disclosure Controls and Procedures



Based on the managements evaluation (with the participation our President and Chief Financial Officer), our President and Chief Financial Officer have concluded that as of June 30, 2007, the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange of 1934 (the "Exchange Act") are effective to provide reasonable assurance that the information required to be disclosed in this annual report on Form 10-KSB/A is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Companys management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.



(b) Internal control over financial reporting



Management's annual report on internal control over financial reporting



Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting should include those policies and procedures that:



·

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.



Under the supervision and with the participation of our management, including Tim Coupland, our President and Chief Executive Officer, and Ann-Marie Cederholm, our Chief Financial Officer, we have evaluated the effectiveness of our internal control over financial reporting and preparation of our quarterly financial statements as of June 30, 2007 and believe they are effective.



Based upon their evaluation of our controls, Tim Coupland, our President and Chief Executive Officer, and Ann-Marie Cederholm, our Chief Financial Officer, has concluded that, there were no significant changes in our internal control over financial reporting or in other factors during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Attestation report of the registered public accounting firm



This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.





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Changes in internal control over financial reporting



There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

Changes in Internal Controls

Based on the evaluation as of June 30, 2007,Tim Coupland, our President and Chief Executive Officer, and Ann-Marie Cederholm, our Chief Financial Officer have concluded that there were no significant changes in our internal controls over financial reporting or in any other areas that could significantly affect our internal controls subsequent to the date of his most recent evaluation, including corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 8A(T)  CONTROLS AND PROCEDURES



See Item 8A  Controls and Procedures above.



ITEM 8B  OTHER INFORMATION



None.

PART III



ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



Our executive officers and directors and their respective ages as of the date of this annual report are as follows:



Directors



|                    |  |     |  |           
|------------------- |  | --- |  | ----------
|Name of Director    |  | Age |  | Since     
|Tim Coupland        |  | 48  |  | 01/24/2004
|Brian Game          |  | 44  |  | 01/24/2004
|Ann-Marie Cederholm |  | 31  |  | 04/26/2007
|Robert Hall         |  | 29  |  | 04/26/2007



Executive Officers and Management



|                    |  |     |  |                                    |  |           
|------------------- |  | --- |  | ---------------------------------- |  | ----------
|Name of Officer     |  | Age |  | Office                             |  | Since     
|Tim Coupland        |  | 48  |  | President, Chief Executive Officer |  | 01/24/2004
|Ann-Marie Cederholm |  | 31  |  | Chief Financial Officer            |  | 04/26/2007
|Tamiko Coupland     |  | 40  |  | Corporate Secretary                |  | 04/26/2007



The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:



Tim Coupland, President and Chief Executive Officer



Mr. Coupland has acted as our President, Chief Executive Officer and director since our incorporation on January 21, 2004.  Mr. Coupland has held numerous officer and directorship positions with TSX-V listed companies and OTCBB listed junior mining companies.  Since 2000, Mr. Coupland has acted as President, Director and Chief Executive Officer of Alberta Star Development Corp., (TSX-V-ASX) (OTCBB-ASXSF) an exploration company engaged in the acquisition, exploration and development of exploration properties.  Since 1996, he has acted as President, Secretary and sole director of T8X Capital Ltd., a private British Columbia company involved in public company structuring and reorganization, preparing business plans, sourcing public and private financing and completing due diligence reviews of companies.



33



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In 2006, he was appointed director of Max Resource Corp. (TSX-V-MXR) (OTCBB-MXROF).  Mr. Coupland has also acted as director of Anglo-Sierra Resources Corp., a non-reporting junior resource company whose shares were quoted on the OTCBB.  Mr. Coupland has over 20 years of business experience with both public and private companies and has been successfully involved in raising both debt and equity financings of over $60 million dollars. He brings expertise in raising equity capital and then assembling highly seasoned teams of professionals, consultants, financial consultants and mineral exploration advisors who have proven track records in financing, negotiation and promotion required to secure and develop successful mineral exploration projects.  Mr. Coupland brings a wealth of technical and financial experience as well as long-term business relationships with many Canadian First Nations and Métis groups operating in Canadas Northwest Territories. Mr. Coupland has a Bachelors degree in Geography from Simon Fraser University.



Ann-Marie Cederholm, Chief Financial Officer



Ms. Cederholm joined us as director and Chief Financial Officer for the Company on April 26, 2007.  Ms. Cederholm has been the Corporate Secretary for Alberta Star Development Corp., (TSX-V-ASX) (OTCBB-ASXSF) since October 19, 2005.  Ms. Cederholm graduated from the University of British Columbia with a Bachelors degree in Education in 2006.  She also received a Bachelors degree in Commerce from Royal Roads University in 1997.  In 2003, she was admitted as a member of the Certified General Accountants of British Columbia.  Ms. Cederholm has over 10 years of accounting experience in public practice and industry with a variety of private and public companies.



Tamiko Coupland, Corporate Secretary



Mrs. Coupland joined us as Corporate Secretary for the Company on April 26, 2007.  Mrs. Coupland was the Corporate Secretary for Alberta Star Development Corp., (TSX-V-ASX) (OTCBB-ASXSF) from October 20, 2004 to October 19, 2005.  Since 1996, she has acted as the secretary for T8X Capital Ltd., a private British Columbia company involved in public company structuring and reorganization, preparing business plans, sourcing public and private financing and completing due diligence reviews of companies.



Brian Game, Director



Mr. Game has acted as a director for the Company since our incorporation on January 21, 2004 and as the Companys Corporate Secretary from January 21, 2004 to April 26, 2007.  Mr. Game has been the Vice-President of Explorations for Westminster Resources Ltd. since January 26, 2006 and the Vice-President of Geology for Pacific Cascade Minerals Inc. (TSX-V-PCV) since January 24, 2006.  Mr. Game holds a B.Sc. (Geology) degree which he received from the University of British Columbia in 1985.  He also has a designation of P.Geo from the Association of Professional Engineers and Geoscientists of BC which was granted in 1992.  Since February 1995, Mr. Game has been self-employed and President of BGame Associated Inc., a private company in the business of providing geological consulting services.  Mr. Game was a director of three public companies which traded on the Exchange; Takepoint Ventures Ltd. from April 1993 to December 2001, Goldzone Explorations Inc. from April 1996 to November 2001 and Iciena Ventures Inc. from May 1998 to March 2002.  Mr. Game has over 15 years experience in the junior mineral exploration business in British Columbia and internationally.



Robert Hall, Director



Mr. Hall joined us as a director for the Company on April 26, 2007.  Mr. Hall joined us as a Director.  Since 2006, Mr. Hall has acted as a director and VP of Field Operations of Alberta Star Development Corp., (TSX-V-ASX) (OTCBB-ASXSF).  Mr. Hall holds a Bachelors degree in Education from the University of British Columbia.  Mr. Hall has over 14 years of industry experience, nine of which were in a senior management capacity, with the Keg Steakhouse Restaurants of Canada.  His accomplishments as a senior manager included receiving the Top Keg Restaurant Franchise Award for all of Canada in 2005.  Mr. Hall was the recipient of The Franchise of the Year award exemplifying excellence in all fields including sales, teamwork, leadership, human resources management, administration, financial analysis and the ability to follow the Keg Restaurants rigorous high standards of excellence.





34



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Conflict of Interest



Each of our directors are involved in non-company business ventures that involve mineral properties and exploration.  As our present business plan is focused entirely on the Sobeski Lake Gold property, there is no expectation of any conflict between our business interests and those of our directors.  However, possible conflicts may arise in the future if we seek to acquire interests in additional mineral properties.



Our bylaws provide that each officer who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his duties or interests as our officer shall, in writing, disclose to the president the fact and the nature, character and extent of the conflict and be approved by a majority of the disinterested directors of our board of directors.



Significant Employees



The Registrant does not presently employ any person as a significant employee who is not an executive officer but who makes or is expected to make a significant contribution to the business of the Company.



Family Relationships



President and Chief Executive Officer Tim Coupland, and Corporate Secretary Tamiko Coupland are married, though no other familial or marital relationships exist amongst our officers and directors.



Involvement in Certain Legal Proceedings



No event listed in Sub-paragraphs (1) through (4) of Subparagraph (d) of Item 401 of Regulation S-B, has occurred with respect to any present executive officer or director of the Registrant or any nominee for director during the past five years which is material to an evaluation of the ability or integrity of such director or officer.



Section 16(A) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission.  Officers, directors and greater than 10% shareholders are required by Securities and Exchange Commission regulation to furnish us with copies of all Section 16(a) forms they file.  Based on our review of the copies of such forms we received, we believe that during the fiscal year ended June 30, 2007 all such filing requirements applicable to our officers and directors were current in their filings.



Code of Ethics



We have not adopted a written Code of Ethics at this time that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Board of Directors are reviewing the necessity of adopting such a document given we are still in the exploration stage and have limited employees, officers and directors.



Board Committees



Nominating Committee



We do not have a Nominating Committee.  Since our formation we have relied upon the personal relationships of our President to attract individuals to our Board of Directors.





35



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We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.



Compensation Committee



We do not have a Compensation Committee.  Our entire Board of Directors review and recommend the salaries, and benefits of all employees, consultants, directors and other individuals compensated by us.



Audit Committee



We do not have a standing Audit Committee. The functions of the Audit Committee are currently assumed by our Board of Directors.



Our Board of Directors has determined that we have at least one financial expert, Ann-Marie Cederholm. Since Ann-Marie Cederholm is an officer of the Company, as well as a director, she is not considered independent.



An audit committee financial expert means a person who has the following attributes:



(a)

An understanding of generally accepted accounting principles and financial statements;



(b)

The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;



(c)

Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the small business issuer's financial statements, or experience actively supervising one or more persons engaged in such activities;



(d)

An understanding of internal control over financial reporting; and



(e)

An understanding of audit committee functions.



Ms. Cederholm received a Bachelors degree in Commerce from Royal Roads University in 1997.  In 2003, she was admitted as a member of the Certified General Accountants of British Columbia.  Ms. Cederholm has over 10 years of accounting experience in public practice and industry with a variety of private and public companies.





36



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ITEM 10  EXECUTIVE COMPENSATION



The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal years ended June 30, 2007 and 2006.



Summary Compensation Table



|                                                              |      |            |           |                  |                   |                                            |                                        |                            |          
|------------------------------------------------------------- | ---- | ---------- | --------- | ---------------- | ----------------- | ------------------------------------------ | -------------------------------------- | -------------------------- | ---------
|Name and Principal Position                                   | Year | Salary
($) | Bonus
($) | Stock
Awards
($) | Option
Awards
($) | Non-Equity
Incentive
Plan
Compensation
($) | Nonqualified
Deferred
Compensation
($) | All
Other
Compensation
($) | Total
($)
|Tim Coupland 
President, Chief Executive Officer and Director | 2007 | -          | -         | -                | -                 | -                                          | -                                      | -                          | -        
|2006                                                          | -    | -          | -         | -                | -                 | -                                          | -                                      | -                         
|Ann-Marie Cederholm 
Chief Financial Officer and Director     | 2007 | -          | -         | -                | -                 | -                                          | -                                      | -                          | -        
|2006                                                          | -    | -          | -         | -                | -                 | -                                          | -                                      | -                         
|Tamiko Coupland
Corporate Secretary                           | 2007 | -          | -         | -                | -                 | -                                          | -                                      | -                          | -        
|2006                                                          | -    | -          | -         | -                | -                 | -                                          | -                                      | -                         
|Brian Game
Director                                           | 2007 | -          | -         | -                | -                 | -                                          | -                                      | -                          | -        
|2006                                                          | -    | -          | -         | -                | -                 | -                                          | -                                      | -                         
|Robert Hall
Director                                          | 2007 | -          | -         | -                | -                 | -                                          | -                                      | -                          | -        
|2006                                                          | -    | -          | -         | -                | -                 | -                                          | -                                      | -                         



Outstanding Equity Awards



As of September 14, 2007, our directors and executive officers did not hold any unexercised options, stock that had not vested, or equity incentive plan awards.



Compensation of Directors



Our directors did not earn any compensation during the fiscal year ended June 30, 2007.



Employment Contracts and Termination of Employment or Change of Control



We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement) or change of control transaction.



No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.



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ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this annual report, and by the officers and directors, individually and as a group.  Except as otherwise indicated, all shares are owned directly.





|                   |                                                                                                                                  |                                           |                     
|------------------ | -------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | --------------------
|Title of class
(1) | Name and address of beneficial owner (2)                                                                                         | Amount and nature of beneficial owner
(3) | Percent of class
(4)
|Common Stock       | Tim Coupland 
President, Chief Executive Officer and Director
Suite 506  675 West Hastings Street
Vancouver, BC  V6B 1N2
Canada | 3,500,000
Direct                          | 36.78%              
|Common Stock       | Ann-Marie Cederholm 
Chief Financial Officer and Director
Suite 506  675 West Hastings Street
Vancouver, BC  V6B 1N2
Canada     | 100,000
Direct                            | 1.05%               
|Common Stock       | Brian Game 
Director
Suite 300  675 West Hastings Street
Vancouver, BC  V6B 1N2
Canada                                          | 1,500,000
Direct                          | 15.76%              
|Common Stock       | Robert FedunSuite 2901  193 Aquarius Mews
Vancouver, BC  V6Z 2Z2
Canada                                                         | 500,000
Direct                            | 5.25%               
|Common Stock       | Dr. Douglas Coupland 
586 Barnham Place
West Vancouver, BC  V7S 1T7
Canada                                                       | 500,000
Direct                            | 5.25%               
|Common Stock       | David Lorne 
Suite 101  1184 Denman Street
Vancouver, BC  V6G 2M9
Canada                                                        | 500,000
Direct                            | 5.25%               
|Common Stock       | Mark Foreman 
2531 Borden Cres.
Prince George, BC  V2L 2X4
Canada                                                                | 500,000
Direct                            | 5.25%               
|Common Stock       | Larry Ilich 
1635 53 A. Street
Delta, BC  V4M 3G3
Canada                                                                         | 500,000
Direct                            | 5.25%               
|Common Stock       | All Officers and Directorsas a Group that Consists of Three People                                                               | 5,100,000                                 | 53.60%              



The percent of class is based on 9,515,000 shares of common stock issued and outstanding as of the date of this annual report.





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Changes in Control



We know of no arrangements the operation of which may result in a change of our control.



ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Certain Relationships and Related Transactions



None of the following parties has, during the fiscal year ended June 30, 2007, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:



*

Any of our directors or officers;

*

Any person proposed as a nominee for election as a director;

*

Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

*

Any of our promoters;

*

Any relative or spouse of any of the foregoing persons who has the same house as such person.



Director Independence



We currently do not have any independent directors, as the term independent is defined by the rules of the Nasdaq Stock Market (Note: Our shares of common stock are not listed on NASDAQ or any other national securities exchange and this reference is used for definition purposes only).



ITEM 13  EXHIBITS



The following exhibits are furnished as required by Item 601 of Regulation S-B.



|            |  |                                                                                                                                                                             
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                             
|Exhibit No. |  | Exhibit Title                                                                                                                                                               
|            |  |                                                                                                                                                                             
|3(i)        |  | Articles of Incorporation*                                                                                                                                                  
|3(ii)       |  | Bylaws *                                                                                                                                                                    
|10.1        |  | Mineral Property Bill of Sale*                                                                                                                                              
|16.1        |  | Letter from Amisano Hanson, Chartered Accountants***                                                                                                                        
|31.a        |  | Certificate of CEO as Required by Rule 13a-14(a)/15d-14, as amended                                                                                                         
|31.b        |  | Certificate of CFO as Required by Rule 13a-14(a)/15d-14, as amended                                                                                                         
|32.a        |  | Certificate of CEO and CFO as Required by Rule Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code
|99.1        |  | Claims location map**                                                                                                                                                       

*     Included in our original SB-2 Registration Statement filed on December 9, 2004.
**   Included in our SB-2 Amended Registration Statement filed on October 19, 2005.
*** Included in our Form 8-K that was filed with the Securities and Exchange Commission on April 30, 2007.

ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES



Fees and Services



James Stafford Chartered Accountants, audited our financial statements for fiscal 2007 as well as the quarterly statements for the nine month period ended March 31, 2007.  Our previous accountant, Amisano Hanson, Chartered Accountants audited our financial statements for fiscal 2006 as well as the quarterly statements for the three month period ended September 30, 2006 and six month period ended December 31, 2006.  The following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current and prior principal accountants:



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|                                                        |   | 2007   |  |   | 2006 
|------------------------------------------------------- | - | ------ |  | - | -----
|Audit fees*                                             | $ | 4,863  |  | $ | 4,795
|Audit-related fees**                                    |   | 7,040  |  |   | 4,293
|Tax fees                                                |   | -      |  |   | -    
|All other fees                                          |   | -      |  |   | -    
|Total fees paid or accrued to our principal accountants | $ | 11,903 |  | $ | 9,088



*     Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements.



**   Audit related fees consist of fees related to professional services rendered in connection with the review of our quarterly reports on Form 10-QSB.



Pre-Approval Policies and Procedures



Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants.  These services may include audit services, audit-related services, tax services and other services.  Under our audit committee's policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations.  In addition, the audit committee may also pre-approve particular services on a case-by-case basis.  We approved all services that our independent accountants provided to us in the past two fiscal years.







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SIGNATURE



In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



| |                    |                                                    
| | ------------------ | ---------------------------------------------------
| | DYNAMIC GOLD CORP.
| | BY:                | / s / Tim Coupland                                 
| |                    | Tim Coupland, President and Chief Executive Officer
| |                   
| | BY:                | / s / Ann-Marie Cederholm                          
| |                    | Ann-Marie Cederholm, Chief Financial Officer       
| |                   
| | DATE:              | March 12, 2008                                     



Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:



| |       |                                                    
| | ----- | ---------------------------------------------------
| |       |                                                    
| | BY:   | / s / Tim Coupland                                 
| |       | Tim Coupland, President and Chief Executive Officer
| | Date: | March 12, 2008                                     
| |       |                                                    
| |       |                                                    
| | BY:   | / s / Ann-Marie Cederholm                          
| |       | Ann-Marie Cederholm, Chief Financial Officer       
| |       |                                                    
| | DATE: | March 12, 2008                                     



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Exhibit 31.a



CERTIFICATION



I, Tim Coupland, certify that:



1.

I have reviewed the report of Dynamic Gold Corp.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;



4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date: March 12, 2008



|                               
|-------------------------------
|/ s / Tim Coupland             
|Tim Coupland, President and CEO



(Principal Executive Officer)



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Exhibit 31.b



CERTIFICATION



I, Ann-Marie Cederholm, certify that:



1.

I have reviewed the report of Dynamic Gold Corp.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;



4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date: March 12, 2008



|                         
|-------------------------
|/ s / Ann-Marie Cederholm
|Ann-Marie Cederholm, CFO 



(Principal Accounting Officer)



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Exhibit 32.a

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Companys Report of Dynamic Gold Corp. (the "Company") on Form 10-KSB/A for the year ended June 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Tim Coupland, Principal Executive and I, Ann-Marie Cederholm, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



|    |                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                              
|(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.





|                                         
|-----------------------------------------
|/ s / Tim Coupland                       
|Tim Coupland, Principal Executive Officer

March 12, 2008



|                                                
|------------------------------------------------
|/ s / Ann-Marie Cederholm                       
|Ann-Marie Cederholm, Principal Financial Officer

March 12, 2008







44