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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



|                                                                                                                                                                                                                                                                                                        |                                      |                                                                                                                                                                          |  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | 
|(Mark One)                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                        | [X]                                  | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended:  March 31, 2008.                                      
|                                                                                                                                                                                                                                                                                                        | [   ]                                | 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.                                                                                                                                                                                                                                                                                     
|(Exact name of small business issuer  as specified 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 V6B 1N2 Canada                                                                                                                                                                                                                             
|(Address of principal executive offices)                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                       
|(604) 488-0860                                                                                                                                                                                                                                                                                         
|(Issuers telephone number)                                                                                                                                                                                                                                                                            
|None                                                                                                                                                                                                                                                                                                   
|(Former name, former address and former fiscal year, if changed since last report)                                                                                                                                                                                                                     
|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   [ ]                            
|                                                                                                                                                                                                                                                                                                        |                                      |                                                                                                                                                                          | 
|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 the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  9,515,000 Shares of $0.001 par value Common Stock outstanding as of February 13, 2008.                                                                                    
|Transitional Small Business Disclosure Format Yes   [ ]  No   [X]                                                                                                                                                                                                                                      



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TABLE OF CONTENTS



PART 1  FINANCIAL INFORMATION

|ITEM 1  FINANCIAL STATEMENTS                                       | 3 
|------------------------------------------------------------------- | --
|ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  | 19
|ITEM 3  CONTROLS AND PROCEDURES                                    | 24
|ITEM 3A(T)  CONTROLS AND PROCEDURES                                | 25
|                                                                   
|PART II  OTHER INFORMATION                                        
|                                                                   
|ITEM 1  LEGAL PROCEEDINGS                                          | 25
|ITEM 2  UNREGISTERED SALES OF EQUITY SECURITES AND USE OF PROCEEDS | 25
|ITEM 3  DEFAULTS UPON SENIOR SECURITIES                            | 25
|ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        | 25
|ITEM 5  OTHER INFORMATION                                          | 25
|ITEM 6  EXHIBITS                                                   | 26

2



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FORWARD-LOOKING STATEMENTS



This Form 10-QSB 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 1  FINANCIAL INFORMATION



ITEM 1  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 unaudited financial statements included in the Form 10-QSB 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 periods presented are not necessarily indicative of the results to be expected for the full year.





3



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Dynamic Gold Corp.

(An Exploration Stage Company)



Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2008





4



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|Dynamic Gold Corp.                                |          |                      |          |         |           |  
|------------------------------------------------- | -------- | -------------------- | -------- | ------- | --------- | -
|(An Exploration Stage Company)                    |          |                      |          |         |          
|Consolidated Balance Sheets                       |          |                      |          |         |           |  
|(Expressed in U.S. Dollars)                       |          |                      |          |         |           |  
|(Unaudited)                                       |          |                      |          |         |           |  
|                                                 
|                                                  |          |                      | As at 31 |         | As at 30  |  
|                                                  |          |                      | March    |         | June 2007 |  
|                                                  |          |                      | 2008     |         | (Audited) |  
|                                                  |          |                      | $        |         | $         |  
|                                                 
|Assets                                            |          |                      |          |         |           |  
|                                                 
|Current                                           |          |                      |          |         |           |  
|Cash and cash equivalents                         |          |                      | 8,255    |         | 6,653     |  
|Accounts receivable                               |          |                      | 910      |         | -         |  
|                                                 
|                                                  |          |                      | 9,165    |         | 6,653     |  
|                                                 
|Liabilities                                       |          |                      |          |         |           |  
|                                                 
|Current                                           |          |                      |          |         |           |  
|Accounts payable and accrued liabilities (Note 5) |          | 30,609               |          | 22,129  |          
|Due to related party (Note 6)                     |          |                      | 76,875   |         | 30,732    |  
|                                                 
|                                                  |          |                      | 107,484  |         | 52,861    |  
|                                                 
|Shareholders deficiency                          |          |                      |          |         |           |  
|Capital stock(Note 7)                             |          |                      |          |         |           |  
|Authorized                                        |          |                      |          |         |           |  
|75,000,000 shares, $0.001 par value               |          |                      |          |         |          
|Issued and outstanding                            |          |                      |          |         |           |  
|31 March 2008  9,515,000 common shares           |          |                      |          |         |          
|30 June 2007  9,515,000 common shares            |          | 9,515                |          | 9,515   |          
|Additional paid-in capital                        |          |                      | 84,285   |         | 36,585    |  
|Deficit, accumulated during the exploration stage |          | (192,119             | )        | (92,308 | )        
|                                                 
|                                                  |          |                      | (98,319  | )       | (46,208   | )
|                                                 
|                                                  |          |                      | 9,165    |         | 6,653     |  
|Nature and Continuance of Operations(Note 1)      |          |                      |          |         |          
|                                                 
|On behalf of the Board:                           |          |                      |          |         |           |  
|                                                 
|                                                 
|/ s / Tim Coupland                                | Director | / s / Chantal Schutz | Director |         |           |  









5



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|Dynamic Gold Corp.                                |                 |   |               |   |               |   |              |   |              |  
|------------------------------------------------- | --------------- | - | ------------- | - | ------------- | - | ------------ | - | ------------ | -
|(An Exploration Stage Company)                    |                 |   |               |   |               |   |              |   |             
|Consolidated Statements of Operations and Deficit |                 |   |               |   |               |   |             
|(Expressed in U.S. Dollars)                       |                 |   |               |   |               |   |              |   |              |  
|(Unaudited)                                       |                 |   |               |   |               |   |              |   |              |  
|                                                 
|                                                  | For the period  |   |               |   |               |   |              |   |              |  
|                                                  | from the date   |   |               |   |               |   |              |   |              |  
|                                                  | of inception on |   | For the three |   | For the three |   | For the nine |   | For the nine |  
|                                                  | 21 January      |   | month         |   | month         |   | month        |   | month        |  
|                                                  | 2004 to         |   | period ended  |   | period ended  |   | period ended |   | period ended |  
|                                                  | 31 March        |   | 31 March      |   | 31 March      |   | 31 March     |   | 31 March     |  
|                                                  | 2008            |   | 2008          |   | 2007          |   | 2008         |   | 2007         |  
|                                                  | $               |   | $             |   | $             |   | $            |   | $            |  
|                                                 
|Expenses                                          |                 |   |               |   |               |   |              |   |              |  
|Mineral property costs (Note 4)                   | 37,231          |   | 26,624        |   | -             |   | 26,624       |   | -            |  
|Advertising and promotion                         | 1,441           |   | 773           |   | -             |   | 773          |   | -            |  
|Bank charges and interest                         | 2,821           |   | 2,091         |   | 36            |   | 2,190        |   | 137          |  
|Filing and financing fees                         | 10,596          |   | 2,749         |   | 292           |   | 3,978        |   | 946          |  
|Legal and accounting                              | 75,237          |   | 11,931        |   | 4,066         |   | 17,474       |   | 10,423       |  
|Management fees                                   |                 |   |               |   |               |   |              |   |              |  
|(Notes 8 and 10)                                  | 57,000          |   | 15,000        |   | 3,000         |   | 45,000       |   | 3,000        |  
|Office and miscellaneous                          | 1,493           |   | 919           |   | -             |   | 1,072        |   | -            |  
|Rent (Notes 8 and 10)                             | 6,300           |   | 900           |   | 900           |   | 2,700        |   | 900          |  
|                                                 
|Net loss for the period                           | (192,119        | ) | (60,987       | ) | (8,294        | ) | (99,811      | ) | (15,406      | )
|                                                 
|Deficit, accumulated                              |                 |   |               |   |               |   |              |   |              |  
|during the exploration                            |                 |   |               |   |               |   |              |   |              |  
|stage, beginning of period                        | -               |   | (131,132      | ) | (65,575       | ) | (92,308      | ) | (58,463      | )
|                                                 
|Deficit, accumulated                              |                 |   |               |   |               |   |              |   |              |  
|during the exploration                            |                 |   |               |   |               |   |              |   |              |  
|stage, end of period                              | (192,119        | ) | (192,119      | ) | (73,869       | ) | (192,119     | ) | (73,869      | )
|                                                 
|Basic and diluted loss per                        |                 |   |               |   |               |   |              |   |              |  
|common share                                      |                 |   | (0.01         | ) | (0.01         | ) | (0.01        | ) | (0.01        | )
|                                                 
|Weighted average number                           |                 |   |               |   |               |   |              |   |              |  
|of common shares                                  |                 |   |               |   |               |   |              |   |              |  
|outstanding                                       |                 |   | 9,515,000     |   | 9,515,000     |   | 9,515,000    |   | 9,515,000    |  









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|Dynamic Gold Corp.                                           |                 |   |               |   |               |   |              |   |              |  
|------------------------------------------------------------ | --------------- | - | ------------- | - | ------------- | - | ------------ | - | ------------ | -
|(An Exploration Stage Company)                               |                 |   |               |   |               |   |              |   |             
|Consolidated Statements of Cash Flows                        |                 |   |               |   |               |   |              |   |             
|(Expressed in U.S. Dollars)                                  |                 |   |               |   |               |   |              |   |              |  
|(Unaudited)                                                  |                 |   |               |   |               |   |              |   |              |  
|                                                            
|                                                             | For the period  |   |               |   |               |   |              |   |              |  
|                                                             | from the date   |   |               |   |               |   |              |   |              |  
|                                                             | of inception on |   | For the three |   | For the three |   | For the nine |   | For the nine |  
|                                                             | 21 January      |   | month         |   | month         |   | month        |   | month        |  
|                                                             | 2004 to         |   | period ended  |   | period ended  |   | period ended |   | period ended |  
|                                                             | 31 March        |   | 31 March      |   | 31 March      |   | 31 March     |   | 31 March     |  
|                                                             | 2008            |   | 2008          |   | 2007          |   | 2008         |   | 2007         |  
|                                                             | $               |   | $             |   | $             |   | $            |   | $            |  
|                                                            
|Cash flows from operating activities                         |                 |   |               |   |               |   |              |   |              |  
|Net loss for the period                                      | (192,119        | ) | (60,987       | ) | (8,294        | ) | (99,811      | ) | (15,406      | )
|Adjustments to reconcile loss to net                         |                 |   |               |   |               |   |              |   |              |  
|cash used by operating activities                            |                 |   |               |   |               |   |              |   |              |  
|Accrued interest on related party                            |                 |   |               |   |               |   |              |   |              |  
|promissory note payable (Notes 6                             |                 |   |               |   |               |   |              |   |              |  
|and 10)                                                      | 1,875           |   | 1,875         |   | -             |   | 1,875        |   | -            |  
|Contributions to capital by related                          |                 |   |               |   |               |   |              |   |              |  
|party  expenses (Notes 8 and 10)                            | 63,300          |   | 15,900        |   | 3,900         |   | 47,700       |   | 3,900        |  
|Changes in operating assets and                              |                 |   |               |   |               |   |              |   |              |  
|liabilities                                                  |                 |   |               |   |               |   |              |   |              |  
|Increase in accounts receivable                              | (910            | ) | (910          | ) | -             |   | (910         | ) | -            |  
|Increase (decrease) in accounts                              |                 |   |               |   |               |   |              |   |              |  
|payable and accrued liabilities                              | 30,609          |   | 9,386         |   | 88            |   | 8,480        |   | (531         | )
|                                                            
|                                                             | (97,245         | ) | (34,736       | ) | (4,306        | ) | (42,666      | ) | (12,037      | )
|Cash flows from financing activities                         |                 |   |               |   |               |   |              |   |              |  
|Issuance of common shares for cash                           | 30,500          |   | -             |   | -             |   | -            |   | -            |  
|Increase in loan payable                                     | 75,000          |   | 25,068        |   | -             |   | 44,268       |   | 10,000       |  
|                                                            
|                                                             | 105,500         |   | 25,068        |   | -             |   | 44,268       |   | 10,000       |  
|Increase (decrease) in cash and                              |                 |   |               |   |               |   |              |   |              |  
|cash equivalents                                             | 8,255           |   | (9,668        | ) | (4,306        | ) | 1,602        |   | (2,037       | )
|                                                            
|Cash and cash equivalents,                                   |                 |   |               |   |               |   |              |   |              |  
|beginning of period                                          | -               |   | 17,923        |   | 4,459         |   | 6,653        |   | 2,190        |  
|                                                            
|Cash and cash equivalents, end of                            |                 |   |               |   |               |   |              |   |              |  
|period                                                       | 8,255           |   | 8,255         |   | 153           |   | 8,255        |   | 153          |  
|                                                            
|Supplemental Disclosures with Respect to Cash Flows(Note 10) |                 |   |               |   |               |   |             



Supplemental Disclosures with Respect to Cash Flows(Note 10)





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|Dynamic Gold Corp.                                             |           |  |         |  |            |  |             |   |               |  
|-------------------------------------------------------------- | --------- |  | ------- |  | ---------- |  | ----------- | - | ------------- | -
|(An Exploration Stage Company)                                 |           |  |         |  |            |  |             |   |              
|Consolidated Statements of Changes in Shareholders Deficiency |           |  |         |  |           
|(Expressed in U.S. Dollars)                                    |           |  |         |  |            |  |             |   |               |  
|(Unaudited)                                                    |           |  |         |  |            |  |             |   |               |  
|                                                              
|                                                              
|                                                               |           |  |         |  |            |  | 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                                               | -         |  | -       |  | 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       | )
|Contributions to capital by related                            |           |  |         |  |            |  |             |   |               |  
|party  expenses (Notes 8 and 10)                              | -         |  | -       |  | 47,700     |  | -           |   | 47,700        |  
|Net loss for the period                                        | -         |  | -       |  | -          |  | (99,811     | ) | (99,811       | )
|                                                              
|Balance at 31 March 2008                                       | 9,515,000 |  | 9,515   |  | 84,285     |  | (192,119    | ) | (98,319       | )









8



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Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2008





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 31 March 2008 and for the nine month period 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 $99,811 for the nine month period ended 31 March 2008 (31 March 2007 - $15,406, cumulative - $192,119) and has a working capital deficit of $98,319 at 31 March 2008 (30 June 2007 - $46,208).



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 fiscal 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 31 March 2008, 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 periods ended 31 March 2008 and 2007 and 30 June 2007 (Notes 3 and 4).



3.

Significant Accounting Policies



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



9



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Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2008









Basis of presentation



These financial statements have peen prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included.  Operating results for the nine month period ended 31 March 2008 are not necessarily indicative of the results that may be expected for the year ended 30 June 2008.  For further information, refer to the audited financial statements of the Company for the year ended 30 June 2007.



Principles of consolidation



These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Dynamic Gravel Holdings Ltd. (Dynamic Gravel), a company incorporated in the province of Alberta on 21 November 2007.  All significant inter-company balances and transactions have been eliminated upon consolidation.



Cash and cash equivalents



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



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 ended, 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.





10



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Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2008





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.



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.



11



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Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2008





Use of estimates



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



Concentration of credit risk



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



Risks and uncertainties



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



Financial instruments



The Companys financial instruments consist of cash, prepaid expenses, accounts payable and accrued liabilities and loans 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.





12



---

Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2008





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 2008, 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 December 2007, FASB issued SFAS No. 141(R), Business Combinations.  The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects.  To accomplish that, this Statement establishes principles and requirements for how the acquirer (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.



This Statement applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the acquiree), including those sometimes referred to as true mergers or mergers of equal and combinations achieved without the transfer of consideration, for example, by contract alone or through the lapse of minority veto rights.  This Statement applies to all business entities, including mutual entities that previously used the pooling-of-interests method of accounting for some business combinations. It does not apply to (a) the formation of a joint venture, (b) the acquisition of an asset or a group of assets that does not constitute a business, (c) a combination between entities or businesses under common control, (d) a combination between not-for-profit organizations or the acquisition of a for-profit business by a not-for-profit organization.



This Statement replaces SFAS No. 141, Business Combinations.  This Statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting (which SFAS No. 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each



13



---

Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2008





business combination.  This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control.  SFAS No. 141 did not define the acquiree, although it included guidance on identifying the acquiree, as does this Statement.  This Statement's scope is broader than that of SFAS No. 141, which applied only to business combinations in which control was obtained by transferring consideration.  By applying the same method of accounting - the acquisition method - to all transactions and other events in which one entity obtains control over one or more other businesses, this Statement improves the comparability of the information about business combinations provided in financial reports.



This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 15 December 2008.  An entity may not apply it before that date.  The Company is currently evaluating SFAS No. 141(R), and has not yet determined its potential impact on its future results of operations or financial position.



In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51.  A noncontrolling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require (a) the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent's equity, (b) the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, (c) changes in a parent's ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently.  A parent's ownership interest in a subsidiary changes if the parent purchases additional ownership interests in its subsidiary or if the parent sells some of its ownership interests in its subsidiary.  It also changes if the subsidiary reacquires some of its ownership interests or the subsidiary issues additional ownership interests. All of those transactions are economically similar, and this Statement requires that they be accounted for similarly, as equity transactions, (d) when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value.  The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained investment, (e) entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.





14



---

Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2008





This Statement applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary.  Not-for-profit organizations should continue to apply the guidance in Accounting Research Bulletin No. 51, Consolidated Financial Statements, before the amendments made by this Statement, and any other applicable standards, until the Board issues interpretative guidance.



This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this Statement was issued, limited guidance existed for reporting noncontrolling interests.  As a result, considerable diversity in practice existed.  So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity.  This Statement improves comparability by eliminating that diversity.



This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after 15 December 2008.  Earlier adoption is prohibited. The effective date of this Statement is the same as that of the related Statement 141(R). This Statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements.  The presentation and disclosure requirements shall be applied retrospectively for all periods presented.  The Company is currently evaluating SFAS No. 160, and has not yet determined its potential impact on its future results of operations or financial position.



4.

Mineral Properties



The Super Mammoth Gravel Project, British Columbia



During the nine month period ended 31 March 2008, the Company acquired, through its wholly owned subsidiary, a 100% interest in two gravel claims called the Northern Gravel Claims and Super Mammoth Gravel Claims (the Super Mammoth Gravel Project) for a cash payment of $25,000.  The Super Mammoth Gravel Project consist of two mineral claim tenures that are approximately 124.1 each hectares (ha) in size (total 248.2 ha).



Expenditures related to the Super Mammoth Gravel Project for the nine month period ended 31 March 2008 consist of geology and engineering of $1,425 (31 March 2007 - $Nil), transportation of $173 (31 March 2007 - $Nil), meals and entertainment of $26 (31 March 2007 - $Nil) and acquisition of mineral property interests of $25,000 (31 March 2007 - $Nil).





15



---

Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2008





The Sobeski Lake Gold Property, Ontario



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.  As a result, the Sobeski Lake Gold Property comprises three mineral claims consisting of 17 claim units.



During the nine month period ended 31 March 2008, the Company elected to abandon the Sobeski Lake Gold Property as it does not intend to do any further work on the property.



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 balance due to related party at 31 March 2008 consists of principal of $75,000 and accrued interest of  $1,875 and is due to an officer, director and shareholder of the Company.  This promissory note payable bears interest at 10% per annum, is secured by a general agreement over all of the assets of the Company and is due on demand (Note 10).



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 nine month period ended 31 March 2008, an officer and director of the Company made contributions to capital for management fees in the amount of $45,000 (31 March 2007 - $3,000, cumulative - $57,000) and for rent in the amount of $2,700 (31 March 2007 - $900, cumulative - $6,300 (Note 10).



16



---

Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2008







9.

Income Taxes



The Company has losses carried forward for income tax purposes to 31 March 2008.  There are no current or deferred tax expenses for the period ended 31 March 2008 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 carry-forward period.  Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.



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



|                                              |  |                                              |  |                                             
|--------------------------------------------- |  | -------------------------------------------- |  | --------------------------------------------
|                                              |  | For the nine
month period
ended 31March
2008 |  | For the nine
month period
ended 31March
2007
|                                              |  | $                                            |  | $                                           
|                                              |  |                                              |  |                                             
|Refundable federal tax asset attributable to: |  |                                              |  |                                             
|Current operations                            |  | 33,935                                       |  | 5,238                                       
|Contributions to capital by related parties   |  | (16,218)                                     |  | (1,326)                                     
|Less: Change in valuation allowance           |  | (17,717)                                     |  | (3,912)                                     
|                                              |  |                                              |  |                                             
|Net refundable amount                         |  | -                                            |  | -                                           



The composition of the Companys deferred tax assets as at 31 March 2008 and 30 June 2007 are as follows:



|                                  |  |                     |  |                             
|--------------------------------- |  | ------------------- |  | ----------------------------
|                                  |  | As at 31 March 2008 |  | As at 30 June 2007 (Audited)
|                                  |  | $                   |  | $                           
|                                  |  |                     |  |                             
|Operating loss carry-forward      |  | 192,119             |  | 92,308                      
|                                  |  |                     |  |                             
|Statutory federal income tax rate |  | 34%                 |  | 34%                         
|Contributed rent and services     |  | -11.20%             |  | -5.75%                      
|Effective income tax rate         |  | 0%                  |  | 0%                          
|                                  |  |                     |  |                             
|Deferred tax asset                |  | 43,798              |  | 26,081                      
|Less: Valuation allowance         |  | (43,798)            |  | (26,081)                    
|                                  |  |                     |  |                             
|Net deferred tax asset            |  | -                   |  | -                           





17



---

Dynamic Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2008





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



As at 31 March 2008, the Company has an unused net operating loss carry-forward balance of approximately $128,819 that is available to offset future taxable income.  This unused net operating loss carry-forward balance expires between 2024 and 2028.



10.

Supplemental Disclosures with Respect to Cash Flows



|                                             |  |                                                                           |  |                                               |  |                                              
|-------------------------------------------- |  | ------------------------------------------------------------------------- |  | --------------------------------------------- |  | ---------------------------------------------
|                                             |  | Cumulative from the date of inception on 21 January 2004 to
31 March 2008 |  | For the nine month period
ended
31 March
2008 |  | For the nine month period ended
31 March
2007
|                                             |  | $                                                                         |  | $                                             |  | $                                            
|                                             |  |                                                                           |  |                                               |  |                                              
|Cash paid during the period for interest     |  | 2,044                                                                     |  | 2,044                                         |  | -                                            
|Cash paid during the period for income taxes |  | -                                                                         |  | -                                             |  | -                                            



During the nine month period ended 31 March 2008, an officer and director of the Company made contributions to capital for management fees in the amount of $45,000 (31 March 2007 - $3,000, cumulative - $57,000) and for rent in the amount of $2,700 (31 March 2007 - $900, cumulative - $6,300) (Note 8).



During the nine month period ended 31 March 2008, the company accrued interest of $1,875 related to a promissory note payable to a related party (Note 6).









18



---





ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



General



On January 8, 2008, we acquired, through our wholly owned subsidiary, a 100% interest in two gravel claims called the Northern Gravel Claims and Super Mammoth Gravel Claims (the Super Mammoth Gravel Project) situated on tidewater for $25,000.  The Super Mammoth Gravel Project consist of two mineral claim tenures that are approximately 124.1 each hectares (ha) in size (total 248.2 ha).  A detailed report used in obtaining aggregate samples has been filed and accepted by the British Columbias Gold commissioners office in September 2007.  The claims are currently in good standing until their respective anniversary dates which include November 6, 2014 (Northern Gravel Claim) and January 19, 2015 (Super Mammoth Claim).



The Super Mammoth Gravel Project is located at Lloyd Point on the east arm of Toba Inlet situated 50 kilometers east of Campbell River, British Columbia, Canada and 28 kilometers north of Powell River on the British Columbia mainland. The existence of the Super Mammoth gravel deposit has been identified by Lands and Water British Columbia Inc. and has been the subject of numerous preliminary investigations over the years, with the potential to host a year round future sand and gravel aggregate operation with tidewater access that could supply growing demand for a range of raw materials to both British Columbia, Washington State, California and other United States and Pacific Rim coastal construction markets.  The Super Mammoth Gravel Project is situated between sea level to about 300 meters in elevation that comprises a sorted accumulation of sand and gravel.



Plan of Operations



Our plan of operations for the six months following the date of this report is to finalize a National Instruments 43-101 report on the Super Mammoth Gravel Project which will outline the first phase of work.  This phase will include geological data review and prospecting and will take approximately two months to complete.  This exploration will be completed by a two-person crew, including a qualified geologist.  We anticipate that the program will cost approximately $35,000.  To date, we have not commenced exploration on the Super Mammoth Gravel Project.



In the next six months, we also anticipate spending an additional $80,000 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 six months are therefore expected to be approximately $115,000.



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; during the nine month period ended March 31 2008, the company borrowed $75,000 (30 June 2007 - $30,732) from an officer, director and shareholder of the Company.  This promissory note payable bears interest at 10% per annum, $1,875 (30 June 2007 - $Nil) interest has been accrued and is secured by a general assignment over all the assets of the Company and is due on demand.



We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months.  We do not have any arrangements in place for any future equity financing.



If we do not secure additional funding for exploration expenditures, we may consider seeking an arrangement with a joint venture partner that would provide the required funding in exchange for receiving a part interest in the Super Mammoth Gravel Project.  We have not undertaken any efforts to locate a joint venture partner.  There is no guarantee that we will be able to locate a joint venture partner who will assist us in funding exploration expenditures upon acceptable terms.



If we are unable to arrange additional financing or find a joint venture partner for the Super Mammoth Gravel Project, our business plan will fail and operations will cease.



19



---



Results of Operations for Period Ending March 31, 2008



We have not earned any revenues from our incorporation on January 21, 2004 to March 31, 2008.  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 three month period ended March 31, 2008 was $(60,987) compared to a net loss of $(8,294) for the three month period ended March 31, 2007.  The Companys net loss for the none month period ended March 31, 2008 was $(99,811) compared to a net loss of $(15,406) for the nine month period ended March 31, 2007.  The increase in net loss for the nine month period ended March 31, 2008 is mainly attributed to mineral property costs, legal and accounting fees, management fees and rent.



Mineral Property costs increased to $26,624 for the nine month period ended March 31, 2008 (30 March 2007 - $Nil).  Expenditures related to the Super Mammoth Gravel Project for the nine month period ended 31 March 2008 consist of geology and engineering of $1,425 (31 March 2007 - $Nil), transportation of $173 (31 March 2007 - $Nil), meals and entertainment of $26 (31 March 2007 - $Nil) and acquisition of mineral property interests of $25,000 (31 March 2007 - $Nil).



Legal and accounting fees increased to $11,931 for the three month period ended March 31, 2008 from $4,066 for the three month period ended March 31, 2007.  For the nine month period ended March 31, 2008, legal and accounting fees increased to $17,474 from $10,423 for the same period in 2007.  The increase in legal and accounting fees period over period is due mainly to professional fees incurred to prepare and file our regulatory quarterly and annual filings with the United States Securities and Exchange Commission.



During the three month period ended March 31, 2008, an officer and director of the Company made contributions to capital for management fees in the amount of $15,000 (31 March 2007 $3,000) and for rent in the amount of $900 (31 March 2007, $900).  For the nine month period ended March 31, 2008, an officer and director of the Company made contributions to capital for management fees in the amount of $45,000 as compared to $3,000 and for rent in the amount of $2,700 as compared to $900 for same period in the prior year.



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 March 31, 2008, we had cash on hand of $8,255 and liabilities of $107,484 consisting of accounts payable and accrued liabilities of $30,609 and cash advances from our president, Tim Coupland, for $76,875.



Our cash reserves are not sufficient to meet our obligations for the next twelve-month period.  We will require additional funding in order to cover all anticipated administration costs and to proceed with and finalizing a National Instruments 43-101 report on the Super Mammoth Gravel Project, estimated to cost a minimum of $115,000 over the next twelve months.  We do not have any arrangements in place for any future equity financing and there is no guarantee we will be able to obtain the funding necessary to continue as a going concern.



20



---



Capital Expenditures



The Company expended no amounts on capital expenditures for the period from inception to March 31, 2008.  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.



Employees



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



21



---



Research and Development Expenditures



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



Off-balance Sheet Arrangements



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



Subsequent Events



There were no events subsequent to March 31, 2008.



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.



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.





22



---



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.





23



---



ITEM 3  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 March 31, 2008, 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 quarterly report on Form 10-QSB 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 Chantal Schutz, 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 March 31, 2008 and believe they are effective.



Based upon their evaluation of our controls, Tim Coupland, our President and Chief Executive Officer, and Chantal Schutz, 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.





24



---



Attestation report of the registered public accounting firm



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



Changes in internal control over financial reporting



There were no changes in our internal controls that occurred during the 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 December 31, 2007,Tim Coupland, our President and Chief Executive Officer, and Chantal Schutz, 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 3A(T)  CONTROLS AND PROCEDURES



See Item 8A  Controls and Procedures above.



PART II  OTHER INFORMATION



ITEM 1  LEGAL PROCEEDINGS



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



ITEM 2  UNREGISTERED SALES OF EQUITY SECURITES AND USE OF PROCEEDS



None



ITEM 3  DEFAULTS UPON SENIOR SECURITIES



None



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



None



ITEM 5  OTHER INFORMATION



None





25



---



ITEM 6  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 *                                                                                                                                                                    
|21          |  | Subsidiaries                                                                                                                                                                
|31.a        |  | Certificate of CEO as Required by Rule 13a-14(a)/15d-14                                                                                                                     
|31.b        |  | Certificate of CFO as Required by Rule 13a-14(a)/15d-14                                                                                                                     
|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.

SIGNATURE

In accordance with the requirements of 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 / Chantal Schutz                               
| |                    | Chantal Schutz, Chief Financial Officer            
| |                   





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