10-Q 1 v184855_10q.htm Unassociated Document  
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended March 31, 2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission File Number: 333-156154

CONSUMER PRODUCTS SERVICES GROUP, INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of Incorporation or organization)

98-0593668
(IRS Employee Identification No.)

10 Grand Blvd.
Deer Park, NY  11729
(Address of principal executive offices)

(631) 492-2500
(Registrant’s telephone number, including area code)

Global Dynamics Corp
43 Hakablan Street
Jerusalem, Israel 93874
 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ¨ No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer
¨
Accelerated Filer
¨
Non-accelerated filer
¨
Smaller reporting company
x
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨  No x

The number of shares of common stock of the issuer outstanding as of May 17, 2010 was 45,004,500 shares of common stock.
 
 
 

 

 
TABLE OF CONTENTS

CONSUMER PRODUCTS SERVICES GROUP, INC.

Part I – Financial Information - Unaudited
 
   
Item 1.  Financial Statements
F-1
   
Balance Sheets as of March 31, 2010, and December 31, 2009
F-2
   
Statements of Operations for the three months ended March 31, 2010 and 2009
F-3
   
Statements of Cash Flows for the three months ended March 31, 2010, and 2009
F-5
   
Notes to the Financial Statements March 31, 2010, and 2009
F-6
   
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
4
   
Item 3.   Quantitative and Qualitative Disclosures About Market Risks
7
   
Item 4.   Controls and Procedures
7
   
Part II – Other Information
   
Item 1.   Legal Proceedings
8
   
Item 1A.  Risk Factors
8
   
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
8
   
Item 3.   Defaults Upon Senior Securities
8
   
Item 4.   Submission of Matters to a Vote of Security Holders
9
   
Item 5.   Other Information
9
   
Item 6.   Exhibits
9
 
 
3

 

 
ITEM 1.  UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  
(A DEVELOPMENT STAGE COMPANY)
 
INDEX TO FINANCIAL STATEMENTS
MARCH 31, 2010
 
Financial Statements-
 
   
Balance Sheets as of March 31, 2010 and December 31, 2009
F-2
   
Statements of Operations for the Three Months Ended March 31, 2010 and 2009 and Cumulative from Inception
 F-3
   
Statement of Changes in Stockholders’ Equity for the Period from Inception Through March 31, 2010
 F-4
   
Statements of Cash Flows for the Years Three Months Ended March 31, 2010 and 2009 and Cumulative from Inception
 F-5
   
Notes to Financial Statements
F-6
 
 
F-1

 

 CONSUMER PRODUCTS SERVICES GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF MARCH 31, 2010 AND DECEMBER 31, 2009
 
   
As of
   
As of
 
   
March 31,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Audited)
 
ASSETS
Current Assets:
           
Cash and cash equivalents
  $ 3,282     $ 21,192  
Deferred acquisition costs
    40,000       -  
                 
Total current assets
    43,282       21,192  
                 
Other Assets:
               
Patent, net of $2,460 amortization
    -       23,540  
Loan receivable
    323,133       -  
                 
Total other assets
    323,133       23,540  
                 
Total Assets
  $ 366,415     $ 44,732  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                 
Current Liabilities:
               
Accounts payable and accrued liabilities
  $ 8,841     $ 27,316  
Notes payable
    375,000       -  
Due to directors and stockholders
    5,000       10,000  
                 
Total current liabilities
    388,841       37,316  
                 
Total liabilities
    388,841       37,316  
                 
Commitments and Contingencies
               
                 
Stockholders' Equity (Deficit):
               
Preferred stock, par value $.0001 per share, 50,000,000 shares authorized; 0 shares issued and outstanding
    -       -  
Common stock, par value $.0001 per share, 1,000,000,000 shares authorized; 45,004,500 shares issued and outstanding
    4,500       4,500  
Additional paid-in capital
    55,800       55,800  
(Deficit) accumulated during the development stage
    (82,726 )     (52,884 )
                 
Total stockholders' equity (deficit)
    (22,426 )     7,416  
                 
Total Liabilities and Stockholders' Equity
  $ 366,415     $ 44,732  

The accompanying notes to financial statements
are an integral part of this balance sheet.

 
F-2

 
CONSUMER PRODUCTS SERVICES GROUP INC.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND, 2009
AND CUMULATIVE FROM INCEPTION (SEPTEMBER 2, 2008)
THROUGH MARCH 31, 2010
(Unaudited)
 
   
Three Months Ended
   
Cumulative
 
   
March 31,
   
From
 
   
2010
   
2009
   
Inception
 
                   
Revenues
  $ -     $ -     $ -  
                         
Expenses:
                       
General and administrative-
                       
Amortization
    -       615       2,460  
Impairement loss
    23,540       -       23,540  
Professional fees
    5,025       3,376       54,622  
Legal - incorporation
    -       -       1,500  
Other
    85       85       604  
                         
Total general and administrative expenses
    28,650       4,076       82,726  
                         
(Loss) from Operations
    (28,650 )     (4,076 )     (82,726 )
                         
Other Income (Expense)
    (1,192 )     -       -  
                         
Provision for Income Taxes
    -       -       -  
                         
Net (Loss)
  $ (29,842 )   $ (4,076 )   $ (82,726 )
                         
(Loss) Per Common Share:
                       
(Loss) per common share - Basic and Diluted
  $ (0.00 )   $ (0.00 )        
                         
Weighted Average Number of Common Shares Outstanding - Basic and Diluted
    45,004,500       27,002,700          
 
The accompanying notes to financial statements are
an integral part of these statements.
 
 
F-3

 
 
CONSUMER PRODUCTS SERVICES GROUP INC.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (SEPTEMBER 2, 2008)
THROUGH MARCH 31, 2010
(Unaudited)
 
                     
(Deficit)
       
                     
Accumulated
       
               
Stock
   
During the
       
   
Common stock
   
Subscriptions
   
Development
       
   
Shares
   
Amount
   
Paid
   
Stage
   
Totals
 
                               
Balance - September 2, 2008
    -     $ -     $ -     $ -     $ -  
                                         
Common stock issued for cash
    27,002,700       2,700       (2,400 )     -       300  
                                         
Net (loss) for the period
    -       -       -       (11,629 )     (11,629 )
                                         
Balance - December 31, 2008
    27,002,700       2,700       (2,400 )     (11,629 )     (11,329 )
                                         
Common stock issued for cash
    18,001,800       1,800       58,200       -       60,000  
                                         
Net (loss) for the period
    -       -       -       (41,255 )     (41,255 )
                                         
Balance - December 31, 2009
    45,004,500       4,500       55,800       (52,884 )     7,416  
                                         
Net (loss) for the period
    -       -       -       (29,842 )     (29,842 )
                                         
Balance - March 31, 2010
    45,004,500     $ 4,500     $ 55,800     $ (82,726 )   $ (22,426 )

The accompanying notes to financial statements are
an integral part of this statement.
 
 
F-4

 
 
CONSUMER PRODUCTS SERVICES GROUP INC.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009,
AND CUMULATIVE FROM INCEPTION (SEPTEMBER 2, 2008)
THROUGH MARCH 31, 2010
(Unaudited)

   
Three Months Ended
   
Cumulative
 
   
March 31,
   
From
 
   
2010
   
2009
   
Inception
 
                   
Operating Activities:
                 
Net (loss)
  $ (29,842 )   $ (4,076 )   $ (82,726 )
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
                       
Amortization
    -       615       2,460  
Impairment loss
    23,540       -       23,540  
Changes in net assets and liabilities-
                       
Deferred acquisition costs
    (40,000 )     -       (40,000 )
Accounts payable and accrued liabilites
    (18,475 )     (11,611 )     8,841  
                         
Net Cash Used in Operating Activities
    (64,777 )     (15,072 )     (87,885 )
                         
Investing Activities:
                       
Loans receivable
    (323,133 )     -       (323,133 )
Acquisition and costs of patent
    -       -       (26,000 )
                         
Net Cash Used in Investing Activities
    (323,133 )     -       (349,133 )
                         
Financing Activities:
                       
Proceeds from common stock issued
    -       -       60,300  
Stock subscriptions paid
    -       5,000       -  
Proceeds from loans
    375,000       -       375,000  
Loans from related parties - directors and stockholders
    (5,000 )     10,000       5,000  
                         
Net Cash Provided by Financing Activities
    370,000       15,000       440,300  
                         
Net (Decrease) Increase in Cash
    (17,910 )     (72 )     3,282  
                         
Cash - Beginning of Period
    21,192       282       -  
                         
Cash - End of Period
  $ 3,282     $ 210     $ 3,282  
                         
Supplemental disclosure of cash flow information:
                       
Cash paid during the period for:
                       
Interest
  $ -     $ -     $ -  
Income taxes
  $ -     $ -     $ -  

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

 
F-5

 

CONSUMER PRODUCTS SERVICES GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
 
(1)  Summary of Significant Accounting Policies

Basis of Presentation and Organization


On March 19, 2010, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware.  The filing with the Secretary of State amended the name of the Company to Consumer Products Services Group, Inc., and amended the capital structure of the Company to be 1,050,000,000 (One Billion Fifty Million), consisting of 1,000,000,000 (One Billion) shares of common stock, par value of $0.0001 and 50,000,000 (Fifty Million) shares of preferred stock, par value of $0.0001 per shares.

On March 16, 2010, the Company entered into a Purchase Agreement, dated March 12, 2010 with Consumer Products Services LLC whereby the Registrant purchased all of the membership interests of Consumer Products Services LLC.

Consumer Product Services, LLC (“CPS”) is engaged in returned product management, return center services, remanufacturing, reprocessing, repairing and recycling of consumer products.

Unaudited Interim Financial Statements

The interim financial statements of the Company as of March 31, 2010, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2010, and the results of its operations and its cash flows for the periods ended March 31, 2010, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2010. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2009, filed with the SEC, for additional information, including significant accounting policies.

Cash and Cash Equivalents 

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
 
Revenue Recognition

The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended March 31, 2010.

 
F-6

 
 
Income Taxes

Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of March 31, 2010, the carrying value of accrued liabilities, and loans from directors and stockholders approximated fair value due to the short-term nature and maturity of these instruments.
 
Patent and Intellectual Property

The Company capitalizes the costs associated with obtaining a patent or other intellectual property associated with its intended business plan. Such costs are amortized over the estimated useful lives of the related assets.
 
Deferred Acquisition Costs

The Company defers as other assets the direct incremental costs of the acquisition until such time as the acquisition is completed. At the time of the completion of the acquisition, these costs are added to the total cost of the acquisition.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable.
 
Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are expensed as incurred.

 
F-7

 
 
Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of March 31, 2010, and expenses for the period ended March 31, 2010, and cumulative from inception. Actual results could differ from those estimates made by management.

Recent Accounting Pronouncements
 
In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), codified in FASB ASC 820-10-65, which provides additional guidance for estimating fair value in accordance with ASC 820-10 when the volume and level of activity for an asset or liability have significantly decreased. ASC 820-10-65 also includes guidance on identifying circumstances that indicate a transaction is not orderly. The adoption of ASC 820-10-65 did not have an impact on the Company's results of operations or financial condition.
 
In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165") codified in FASB ASC 855-10-05, which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FASB ASC 855-10-05 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. FASB ASC 855-10-05 is effective for interim and annual periods ending after June 15, 2009. FASB ASC 855-10-05 requires that public entities evaluate subsequent events through the date that the financial statements are issued.
 
In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140" ("SFAS 166"), codified as FASB ASC 860, which requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. FASB ASC 860 eliminates the concept of a "qualifying special-purpose entity," changes the requirements for derecognizing financial assets and requires additional disclosures. FASB ASC 860 is effective for fiscal years beginning after November 15, 2009. The adoption of FASB ASC 860 did not have an impact on the Company's financial condition, results of operations or cash flows.
 
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)" ("SFAS 167"), codified as FASB ASC 810-10, which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. FASB ASC 810-10 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity's purpose and design and a company's ability to direct the activities of the entity that most significantly impact the entity's economic performance. FASB ASC 810-10 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. FASB ASC 810-10 also requires additional disclosures about a company's involvement in variable interest entities and any significant changes in risk exposure due to that involvement. FASB ASC 810-10 is effective for fiscal years beginning after November 15, 2009. The adoption of FASB ASC 810-10 did not have an impact on the Company's financial condition, results of operations or cash flows.
 
In June 2009, the FASB issued FASB ASC 105, Generally Accepted Accounting Principles, which establishes the FASB Accounting Standards Codification as the sole source of authoritative generally accepted accounting principles. Pursuant to the provisions of FASB ASC 105, we have updated references to GAAP in our financial statements. The adoption of FASB ASC 105 did not impact the Company's financial position or results of operations.
 
(2)  Development Stage Activities and Going Concern

The Company is currently in the development stage and has no operations.

 
F-8

 
 
On March 16, 2010, the Company entered into a Purchase Agreement, dated March 12, 2010 with Consumer Products Services LLC whereby the Registrant purchased all of the membership interests of Consumer Products Services LLC.

Consumer Product Services, LLC (“CPS”) is engaged in returned product management, return center services, remanufacturing, reprocessing, repairing and recycling of consumer products.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of March 31, 2010, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(3)  Patent

On September 23, 2008, the Company entered into a Patent Transfer and Sale Agreement whereby the Company acquired all of the rights, title and interest in the patent known as the “Right angle wrench socket wrench adaptor” for consideration of $26,000. The United States Patent Application 6,382,057 was granted on May 7, 2002. Under the terms of the Patent Transfer and Sale Agreement, the Company was assigned rights to the patent free of any liens, claims, royalties, licenses, security interests or other encumbrances. The historical cost of obtaining the patent ($26,000) has been capitalized by the Company. As of March 31, 2010 the remaining value of the patent was expensed as an impairment loss.

(4)  Due to Directors and Stockholders

As of March 31, 2010, loans from directors and stockholders amounted to $5,000, and represented working capital advances from officers who are also stockholders of the Company.  The loans are unsecured, non-interest bearing, and due on demand.

(5)  Common Stock

On September 3, 2008, the Company issued 27,002,700 (post reverse stock split) shares of its common stock to two individuals who are Directors and officers for proceeds of $300.
 
The Company commenced a capital formation activity to submit a Registration Statement on Form S-1 to the Securities and Exchange Commission (“SEC”) to register and sell in a self-directed offering 18,001,800 (post reverse stock split) shares of newly issued common stock at an offering price of $0.04 for proceeds of up to $80,000. The Registration Statement on Form S-1 was filed with the SEC on December 16, 2008 and declared effective on January 13, 2009. The Company has issued 18,001,800 (post reverse stock split) shares of common stock pursuant to the Registration Statement on Form S-1 and received proceeds of $80,000. The Company incurred $20,000 of offering costs related to this capital formation activity.

On April 19, 2010, the Company implemented a 1 for 11.11 reverse stock split on its issued and outstanding shares of common stock to the holders of record as of April 19, 2010. After the reverse split, the number of shares of common stock issued and outstanding were 45,004,500 shares. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this reverse stock split.

(6)  Income Taxes

The provision (benefit) for income taxes for the period ended March 31, 2010 and 2009, was as follows (assuming a 23% effective tax rate):

 
F-9

 
 
   
2010
   
2009
 
             
Current Tax Provision:
           
Federal- Taxable income
  $ -     $ -  
                 
Total current tax provision
  $ -     $ -  
                 
Deferred Tax Provision:
               
Federal- Loss carryforwards
  $ 6,864     $ 937  
Change in valuation allowance
    (6,864 )     (937 )
                 
Total deferred tax provision
  $ -     $ -  
 
The Company had deferred income tax assets as of March 31, 2010 and December 31, 2009, as follows:

   
2010
   
2009
 
             
Loss carryforwards
  $ 14,211     $ 12,163  
Less - Valuation allowance
    (14,211 )     (12,163 )
                 
Total net deferred tax assets
  $ -     $ -  
 
The Company provided a valuation allowance equal to the deferred income tax assets for the periods ended March 31, 2010 and December 31, 2009, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of March 31, 2010, the Company had approximately $61,800 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and which will expire by the year 2030.

(7)  Related Party Transactions

As described in Note 5, on September 3, 2008, the Company issued 27,002,700 (post reverse stock split) shares of its common stock to two individuals who are directors and officers for proceeds of $300.

As described in Note 4, as of March 31, 2010, the Company owed $5,000 to directors, officers, and principal stockholders of the Company for working capital loans.

(8)  Commitments

On November 10, 2008, the Company entered into a Transfer Agent and Registrar Agreement with Nevada Agency and Trust Company (“NATCO”).  NATCO will act as the Company’s transfer agent and registrar.  Under the Agreement, the Company agreed to pay to NATCO initial fees amounting to $1,800 plus transaction fees.

(9)  Concentration of Credit Risk
 
Some of the Company’s cash and cash equivalents are invested in a major bank in Israel and are not insured. Management believes that the financial institution that holds the Company’s investments is financially sound. Accordingly, minimal credit risk exists with respect to these investments.

 
F-10

 
 
(10) Business Combination and Related Loans

On March 16, 2010, the Company entered into a Purchase Agreement, dated March 12, 2010 with Consumer Products Services LLC whereby the Registrant purchased all of the membership interests of Consumer Products Services LLC. The consideration for the purchase will be the issuance of 300,000,000 shares of restricted common stock of the Company.

In anticipation of the acquisition, the Company received notes amounting to $375,000 from various individuals and loaned $323,133 to Consumer Products Services LLC. The notes are unsecured, non-interest bearing, and payable on demand.
 
 
F-11

 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Quarterly Report on Form 10-Q (this “Report”), references to the “Company,” the “Registrant,” “we,” “our,” “us” or “Global Dynamics Corp.” and/or “Consumer Products Services Group, Inc.”  unless the context otherwise indicates.

Forward-Looking Statements

This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources.” We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Corporate Background

We were incorporated in Delaware on September 2, 2008 and are a development stage company.  Our principal offices are located at 10 Grand Blvd. Deer Park, NY  11729. Our telephone number is (631) 492-2500. Our registered office in Delaware is located at 113 Barksdale Professional Center, Newark, DE 19711, and our registered agent is Delaware Intercorp. Our fiscal year end is December 31.

 
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Business Summary

On September 23, 2008, we entered into an exclusive worldwide patent sale agreement (the "Patent Transfer and Sale Agreement ") with Appelfeld Zer Fisher, in relation to a patented technology (Patent Number: 6,382,057) for a right-angle wrench socket wrench adaptor. The technology presents the design and development of an adapter for adapting a right-angle wrench, such as an Allen wrench, to a socket wrench or ratchet handle in exchange for a commitment to pay Appelfeld Zer Fisher US $26,000, according to the condition specified in the Patent Transfer and Sale Agreement related to the Patent Number: 6,382,057.

The present invention generally relates to tool adapters, and in particular to adapters for adapting right angle wrenches for use with socket sets, such as the standard rectangular drive end of a ratchet handle. There are a multitude of applications where devices are tightened or loosened using hexagonal socket keys, or right angle wrenches, sometimes referred to as Allen wrenches. The Allen wrench is typically an extended piece of metal with an hexagonal cross section along its entire length. The wrench typically has the shape of an `L` and both ends of the piece may be used for tightening or loosening bolts or other items which have hexagonal recesses in their heads corresponding to the cross-sectional size of the specific Allen wrench.

When using the Allen wrench for tightening a bolt where only a moderate amount of torque is necessary, a person can simply tighten the bolt while holding the Allen wrench in one hand. To get the maximum torque while tightening a bolt, the user typically holds on to the longer `L` section of the Allen wrench and uses the end of the shorter `L` section to engage the bolt head. When the bolt is located in crowded or narrow space, it can be necessary to hold on to the shorter portion of the Allen wrench while tightening the bolt, which typically results in tightening the bolt with less torque. In many mechanical applications, bolts must be tightened with a higher amount of torque than can be exerted by hand tightening without the use of additional tools. Accordingly, removing bolts tightened with tools requires tools to loosen as well.

The present invention is an adapter that accepts a standard right-angle wrench, such as an Allen wrench, that can be used with a socket wrench or ratchet handle. One aspect of the invention, an adapter for adapting right-angle wrenches to socket wrenches, comprises an upper adapter housing, a lower adapter housing which receives the upper adapter housing, and an insert portion insert able in the lower adapter housing. The upper adapter housing has a rectangular recessed socket opening at a top end adapted for receiving the drive portion of a socket wrench and a lower externally threaded portion toward a bottom end.

The present invention is an adapter for accepting a standard right-angle wrench, such as an Allen wrench, which can be used with a socket wrench or ratchet handle. Therefore, the present invention successfully addresses the shortcomings of the presently known configurations by providing an adapter that changes the right-angle wrench to a wrench with the torque produced by a socket wrench. This durable, easy to assemble, and easy to disassemble after use adapter solves the problems in a way that other adapter do not.

On March 16, 2009, 2010, the Company entered into a Purchase Agreement, dated March 12, 2010 with Consumer Products Services LLC whereby the Registrant purchased all of the membership interests of Consumer Products Services LLC.  The consideration for the purchase will be the issuance of 300,000,000 shares of restricted common stock of the Registrant.

 
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Messrs. Darren A. Krantz, Kevin O’Boyle and Rick Hamilton were elected by the majority of shares entitled to vote to the GLOBAL Board of Directors and naming Darren A. Krantz as Chairman and CEO of Global.

 
The Company will file a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to amend the name of the corporation to Consumer Product Services Group, Inc. and amending the capital structure as is more thoroughly described under Item 8.01 below.
 
Consumer Product Services Group, Inc.’s subsidiary, Consumer Product Services LLC (“CPS”) is engaged in reverse supply chain services, remanufacturing, return center services, reprocessing, repairing and recycling of durable consumer products.  For over two decades the management team at CPS has been servicing some of the world's leading consumer product manufacturers.
 
Instead of discarding millions of defective, damaged, and un-repairable returned products into America's overflowing landfills, which cost manufacturers millions of dollars to transport, process and dispose of annually, CPS developed environmentally conscious proprietary remanufacturing, reprocessing and recycling processes with the highest recovery rate of those very products with minimal use of new replacement parts.

 
CPS has positioned itself as a returned product management and remanufacturing company, offering the following services to consumer product manufacturers:
 
·           Reverse Logistics Services
·           Return Product Management
·           Return Center Services
·           Quality Assurance Inspection Services
·           Defect Data Reporting
·           Re-qualification Services
·           Remanufacturing Services
·           Warranty Repair Services
·           Recycling Services
·           Warehousing & Distribution of Remanufactured Products
·           Re-marketing Services
·           Supply Chain Consulting
 
CPS has rigorous proprietary remanufacturing; reprocessing and recycling processes are utilized on all our customers' products by many of our factory trained technicians followed by a strict schedule of final inspections and testing with quality levels set to exceed manufacturers' specifications, consistently producing products often “compare to new.” The facilities and remanufacturing procedures exceed the stringent standard for both the US and Canadian listing and approval requirements.
 
CPS employs factory trained engineers, technicians, machinists, assemblers, and material handlers and warehousing personnel, as well as a full staff of product design, mechanical and electrical engineers who manage and operate the engineering and quality assurance departments.

 
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Results of Operations for the three months ended March 31, 2010 and March 31, 2009

We achieved no revenues during either fiscal 2010 or 2009. General administrative expenses were $28,650 during the three months ended March 31, 2010 compared to $ 4,076 during the three months ended March 31, 2009.  This increase was primarily due to the one time impairment loss of the write down of the Patent in 2010.  We incurred a net loss of $ 29,842 during the three months ended March 31, 2010 compared to a net loss of $4,076 during the three months ended March 31, 2009.

Liquidity and Capital Resources

The Company is currently in the process of raising equity thru a private placement and anticipates the equity raised will suffice its working capital needs for the next twelve months.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements, and we doe not engage in trading activities involving non-exchange traded contracts. In addition, we doe not have any financial guarantees, debt or lease agreements or other arrangements that could trigger a requirement for an early payment or that could change the value of ours assets.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Inapplicable as we are a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures.  Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

 
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Changes in Internal Controls over Financial Reporting

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation as to whether any change in the internal controls over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act occurred during the period covered by this report. Based on that evaluation, management and the chief executive officer/chief financial officer concluded that no change occurred in the internal controls over financial reporting during the period covered by this report that materially affected, or is reasonably likely to materially affect, the internal controls over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 1A.  RISK FACTORS

As a smaller reporting company we are not required to provide the information required by this item.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

On March 16, 2010 the majority of shares entitled vote approved the amending the name of the corporation to Consumer Products Services Group, Inc. and to effectuate a reverse split of the shares of Common Stock of the Corporation ELEVEN point ELEVEN (11.11) old shares of common stock for ONE (1) new share of common stock of the Corporation and to to increase the capitalization of the Corporation as contained in the Certificate of Incorporation and to file a Certificate of Amendment to the Certificate of Incorporation, amending the capital structure of the Corporation to 1,050,000,000 (One Billion Fifty Million), consisting of 1,000,000,000 (One Billion) shares of common stock, par value of $0.0001 and 50,000,000 (Fifty Million) shares of preferred stock, par value of $0.0001 per shares.

The changes were effective April 16, 2010, and the trading symbol was changed to “CPSV.”

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS

Index to Exhibits

3.1 (1)
Articles of Incorporation of the Company
3.11(2)
Amended Articles of Incorporation
3.2 (1)
Bylaws of the Company
3.3 (1)
Form of Common Stock Certificate of the Company
10.1(1)
Patent Transfer and Sale Agreement dated September 23 2008, between the Company and the Patent assignor
31.1 (3)
Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 (3)
Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 (3)
Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.2 (3)
Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

 
(1)
Incorporated by reference to similarly numbered exhibit on Form S1, filed with the Securities and Exchange Commission on December 16, 2008
 
(2)
Incorporated by reference to similarly numbered exhibit on Form 8-K filed with the Securities and Exchange Commission on March 19, 2010
 
(3)
Filed herewith
 
 
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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on behalf of the undersigned thereunto duly authorized on May 17, 2010.
 
 
Consumer Products Services Group, Inc.
     
Date: May 17, 2010
By: 
/s/ Darren A. Krantz
   
Darren A. Krantz, Chief Executive Officer
     
Date: May 17, 2010
By:
/s/ Kevin O’Boyle
   
Kevin O’Boyle
   
Chief Financial Officer
 
 
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