GLOBAL DYNAMICS CORP - FORM 10-Q

Attached files

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EX-32.2 - GLOBAL DYNAMICS CORP	v194967_ex32-2.htm
EX-31.1 - GLOBAL DYNAMICS CORP	v194967_ex31-1.htm
EX-31.2 - GLOBAL DYNAMICS CORP	v194967_ex31-2.htm
EX-32.1 - GLOBAL DYNAMICS CORP	v194967_ex32-1.htm

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 June 30, 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, New York 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 August 20, 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

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	6

Item 4.	Controls and Procedures	6

Part II – Other Information

Item 1.	Legal Proceedings	7

Item 1A.	Risk Factors

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7

Item 3.	Defaults Upon Senior Securities	7

Item 4.	Submission of Matters to a Vote of Security Holders	8

Item 5.	Other Information	8

Item 6.	Exhibits	8

ITEM 1. UNAUDITED FINANCIAL STATEMENTS

CONSUMER PRODUCTS SERVICES GROUP INC.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

JUNE 30, 2010

Financial Statements-

Balance Sheets as of June 30, 2010 and December 31, 2009	F-2

Statements of Operations for the Three Months and Six Months Ended
June 30, 2010 and 2009 and Cumulative from Inception	F-3

Statement of Changes in Stockholders’ Equity for the Period from Inception
Through June 30, 2010	F-4

Statements of Cash Flows for the Six Months Ended June 30, 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 JUNE 30, 2010 AND DECEMBER 31, 2009

	As of			As of
	June 30,			December 31,
	2010			2009
	(Unaudited)			(Audited)

ASSETS

Current Assets:
Cash and cash equivalents	$	75		$	21,192

Total current assets		75			21,192

Other Assets:
Patent, net of $2,460 amortization		-			23,540
Deferred acquisition costs		65,000			-
Loan receivable CPS, LLC		1,165,175			-

Total other assets		1,230,175			23,540

Total Assets	$	1,230,250		$	44,732

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
Accounts payable and accrued liabilities	$	15,694		$	27,316
Loans payable		850,000			-
Convertible note payable, net of unamortized discounts		256,000
Loans from related parties - directors and stockholders		-			10,000

Total current liabilities		1,121,694			37,316

Total liabilities		1,121,694			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		228,600			55,800
(Deficit) accumulated during the development stage		(124,544	)		(52,884	)

Total stockholders' equity(deficit)		108,556			7,416

Total Liabilities and Stockholders' Equity(Deficit)	$	1,230,250		$	44,732

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

F-2

CONSUMER PRODUCTS SERVICES GROUP INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS AND SIX MONTHD ENDED JUNE 30, 2010 and 2009

AND CUMULATIVE FROM INCEPTION (SEPTEMBER 2, 2008)

THROUGH JUNE 30, 2010

(Unaudited)

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended			Cumulative
	June 30,			June 30,			June 30,			June 30,			From
	2010			2009			2010			2009			Inception

Revenues	$	-		$	-		$	-		$	-		$	-

Expenses:
General and administrative-
Amortization		-			615			-			1,230			2,460
Impairement loss								23,540						23,540
Professional fees		10,800			18,294			15,825			21,670			65,422
Legal - incorporation		-						-						1,500
Other		465			156			550			241			1,069

Total general and administrative expenses		11,265			19,065			39,915			23,141			93,991

(Loss) from Operations		(11,265	)		(19,065	)		(39,915	)		(23,141	)		(93,991	)

Other Income (Expense)		(30,533	)		1,447			(31,745	)		1,447			(30,553	)

Provision for Income Taxes		-			-			-			-			-

Net (Loss)	$	(41,798	)	$	(17,618	)	$	(71,660	)	$	(21,694	)	$	(124,544	)

(Loss) Per Common Share:
Basic and Fully Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		45,004,500			38,476,373			45,004,500			32,771,233

The accompanying notes to 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 JUNE 30, 2010

(Unaudited)

								Accumulated
					Additional			During the
	Common stock				Paid-in			Development
	Shares		Par Value		Capital			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

Beneficial conversion feature related to convertible note						94,400						94,400

Value of warrant related to convertible note						78,400						78,400

Net (loss) for the period		-		-		-			(71,660	)		(71,660	)

Balance - June 30, 2010		45,004,500	$	4,500	$	228,600		$	(124,544	)	$	108,556

The accompanying notes are an integral part of financial statements.

F-4

CONSUMER PRODUCTS SERVICES GROUP INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009,

AND CUMULATIVE FROM INCEPTION (SEPTEMBER 2, 2008)

THROUGH JUNE 30, 2010

(Unaudited)

	Six Months Ended						Cumulative
	June 30,						From
	2010			2009			Inception

Operating Activities:
Net (loss)	$	(71,660	)	$	(21,694	)	$	(124,544	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Amortization		28,800			1,230			31,260
Impairment loss		23,540			-			23,540
Changes in net assets and liabilities-
Deferred acquisition costs		(65,000	)		-			(65,000	)
Accounts payable and accrued liabilites		(11,622	)		2,389			15,694

Net Cash Used in Operating Activities		(95,942	)		(18,075	)		(119,050	)

Investing Activities:
Loans receivable		(1,165,175	)		-			(1,165,175	)
Acquisition and costs of patent		-			-			(26,000	)

Net Cash Used in Investing Activities		(1,165,175	)		-			(1,191,175	)

Financing Activities:
Proceeds from common stock issued		-			80,000			60,300
Proceeds from convertible note payable		400,000						400,000
Proceeds from loans		850,000			-			850,000
Loans from related parties - directors and stockholders		(10,000	)		9,500			-

Net Cash Provided by Financing Activities		1,240,000			89,500			1,310,300

Net (Decrease) Increase in Cash		(21,117	)		71,425			75

Cash - Beginning of Period		21,192			282			-

Cash - End of Period	$	75		$	71,707		$	75

Supplemental disclosure of cash flow information:

Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

Non-cash financing and inveting activities:
Beneficial conversion feature related to convertible note	$	94,400		$	-		$	94,400
Value of warrant related to convertible note	$	78,400		$	-		$	78,400

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

F-5

CONSUMER PRODUCTS SERVICES GROUP INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010

(1) Summary of Significant Accounting Policies

Basis of Presentation and Organization

Consumer Products Services Group Inc. formerly Global Dynamics Corp. (the “Company”) is a Delaware corporation in the development stage and has not commenced operations. The Company was incorporated under the laws of the State of Delaware on September 2, 2008.

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 Company agreed to purchase all of the membership interests of Consumer Products Services LLC subject to certain terms and conditions including, but not limited to, the raising of a minimum of $3,000,000 by the Company.

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 June 30, 2010, and for the period then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2010, and the results of its operations and its cash flows for the periods then ended 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.

F-6

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 June 30, 2010.

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 June 30, 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 an acquisition until such time as the acquisition is completed. As such, these costs are added to the total cost of the acquisition at the time the acquisition is completed.

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 June 30, 2010, and expenses for the period then ended, 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

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 June 30, 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) Convertible Note Payable

On June 1, 2010, the Company issued a convertible note to an investor for $400,000. The note has a six month term and accrues interest at 8% per annum. However, the note is payable upon the closing of any offering, including the sale of securities or any debt or convertible offering, from which the Company shall have raised the gross amount of $4,000,000 prior to the maturity date. After 90 days the holder has the right to convert the note, in whole or in part, plus accrued interest into shares of restricted common stock at the greater of $.25 or 50% of the average closing bid price for the ten trading days ending five days before the conversion date. Pursuant to a separate written escrow agreement, a stockholder , who is also the Chairman and CEO of the Company, has pledged 6,000,000 restricted common shares as additional collateral for the benefit of the note holder. A warrant was also issued to this investor to purchase up to 400,000 restricted common shares, with “piggy back” registration rights, at a price of $.25 per shares, or net issuance in lieu of cash, for a period of five years from the date of issuance. In addition, the holder may, no later than 45 days after the completion of a capital raise with gross proceeds of no less than $4,000,000, notify and demand the Company that the shares covered by this warrant be registered. The Company must use its best efforts to have the registration declared effective as soon as practicable prior to the 90th day following the demand date. All expenses incurred in connection with the registration shall be paid by the Company.

At June 30, 2010, the Convertible Note consisted of;

Face Value of Convertible Note	$	400,000
Beneficial Conversion Feature, Net of accumulated amortization of $15,733		( 78,667	)
Value Attributable to Warrants Issued, Net of accumulated amortization of $13,067		( 65,333	)

Convertible Note, Net of Unamortized Discounts	$	256,000

F-9

In accordance with Emerging Issues Task Force (“EITF”) 98-5, the Company recognized an imbedded beneficial conversion feature present in this note. The Company measured an aggregate of $94,400 of the proceeds, which is equal to the intrinsic value of the imbedded beneficial conversion feature, and recognized it as Additional Paid-In Capital and a discount against the Convertible Note. This discount is being amortized as Interest Expense over the six month maturity period of the Convertible Note.

In accordance with EITF 00-27, the Company recognized the value attributable to the Warrants in the amount of $78,400 as Additional Paid-In Capital and a discount against the Convertible Note. The Company valued the Warrants using the Black-Scholes pricing model. Assumptions used in the calculation included the contractual term of the Warrants (five years) as the expected term, a risk free rate of 2.1% and a market price volatility factor of 100%. The debt discount attributable to these Warrants is being amortized as Interest Expense over the six month maturity period of the Convertible Note.

(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 raising activity and submitted 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 $0.0004 for total gross 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 gross proceeds of $80,000. The Company incurred $20,000 of offering costs related to this capital raising 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 the effect of this reverse stock split.

(6) Income Taxes

The provision (benefit) for income taxes for the period ended June 30, 2010 and 2009, was as follows (assuming a 23% effective tax rate):

	2010			2009
Current Tax Provision:
Federal-
Taxable income	$	-		$	-
Total current tax provision	$	-		$	-

Deferred Tax Provision:
Federal-
Loss carryforwards	$	9,858		$	4,990
Change in valuation allowance		(9,858	)		(4,990	)
Total deferred tax provision	$	-		$	-

F-10

The Company had deferred income tax assets as of June 30, 2010 and December 31, 2009, as follows:

	2010			2009
Loss carryforwards	$	22,021		$	12,163
Less - Valuation allowance		(22,021	)		(12,163	)
Total net deferred tax assets	$	-		$	-

The Company provided a valuation allowance equal to the deferred income tax assets for the periods ended June 30, 2010 and December 31, 2009, because, in management’s opinion, it can not be reasonably determined that future taxable income will be sufficient to utilize these losses during the carryforward periods.

As of June 30, 2010, the Company had approximately $75,000 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.

(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 future transaction fees as incurred.

(9) Concentration of Credit Risk

The Company’s cash and cash equivalents are invested in a major bank with account balances below the FDIC maximum insurable amount of $250,000 per institution. 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.

(10) Business Combination and Related Loans

In anticipation of the acquisition closing, the Company received several loans totaling $850,000, issued a convertible note to one investor for $400,000 and loaned $1,165,175 to Consumer Products Services LLC through June 30, 2010, the Balance Sheet date. The loans are unsecured, non-interest bearing and payable on demand. The convertible note is payable subject to various terms and conditions as more fully described in Note 4.

(11) Subsequent Events

On July 30, 2010 the Company received net proceeds of $240,000 related to a bridge loan with a face amount of $250,000 after considering an upfront 4% discount, or $10,000, charged by the lender. This loan is due in 30 days, is unsecured and accrues interest at 18% per annum payable together with the principal sum of $250,000 at maturity.

F-11

On August 2, 2010, the Company issued 27,002,700 shares of restricted common stock in exchange for all of the membership interests of Consumer Products Services, LLC.

On August 17, 2010 the Company received an additional loan of $200,000, which is unsecured, non-interest bearing and payable on demand.

On August 17, 2010, the Company issued a convertible note to an investor for $200,000. The note has a six month term and accrues interest at 8% per annum. After 90 days the holder convert the note, in whole or in part, plus any accrued interest into shares of restricted common stock at the greater of $.25 or 50% of the average closing bid price for the ten trading days ending five days before the conversion date. A warrant was also issued to this investor to purchase up to 400,000 restricted common shares, with “piggy back” registration rights at a price of $.30 per shares for a period of five years from the date of issuance.

The Company has advanced an additional $640,000 to Consumer Product Services, LLC from June 30, 2010, the Balance Sheet date, through August 20, 2010.

F-12

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 “Consumer Products Services LLC , 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 Boulevard, 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 31st.

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. 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.

On March 16, 2009, 2010, the Company entered into a Purchase Agreement, dated March 12, 2010 with Consumer Products Services LLC whereby the Registrant agreed to purchase all of the membership interests of Consumer Products Services LLC subject to certain terms and conditions including, but not limited to, the raising of a minimum of $3,000,000 by the Company The consideration for the purchase is the issuance of 27,002,700 post reverse shares of common stock of the Registrant. On August 2, 2010, the Company issued 27,002,700 shares of restricted common stock in exchange for all of the membership interests of Consumer Products Services, LLC.

In late March 2010, Messrs. Darren A. Krantz, Kevin O’Boyle and Richard 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 has filed 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 Products Services Group, Inc. as well as amending the capital structure as is more fully described under Item 8.01 below.

Consumer Product Services, LLC (“CPS”) is engaged in “Reverse Supply Chain Services” including, 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 without the 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 thru out North America:

· 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’s 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, 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.

Results of Operations for the three months ended June 30, 2010 and June 30, 2009

We had no revenues during either the three months ended June 30, 2010 or the three months ended June 30, 2009. General administrative expenses were $11,265 during the three months ended June 30, 2010 compared to $19,065 during the three months ended June 30, 2009. This decrease was primarily due to a drop in professional fees. We incurred a net loss of $ 41,798 during the three months ended June 30, 2010 compared to a net loss of $17,618 during the three months ended June 30, 2009. The increase in the loss was primarily due to the amortization of convertible note discounts during the current quarter.

Results of Operations for the six months ended June 30, 2010 and June 30, 2009

We had no revenues during either the six months ended June 30, 2010 or the six months ended June 30, 2009. General administrative expenses were $39,915 during the six months ended June 30, 2010 compared to $23,141 during the six months ended June 30, 2009. This increase was primarily due to the one time impairment loss for the write down of the patent offset by a decrease of professional fees. We incurred a net loss of $ 71,660 during the six months ended June 30, 2010 compared to a net loss of $21,694 during the six months ended June 30, 2009.

The increase in the loss was primarily due to the amortization of convertible note discounts and the one time impairment loss for the write down of the patent.

Liquidity and Capital Resources

The Company currently has no liquidity and its capital resources are minimal. The focus over the past six months has been on raising the financing required pursuant to the acquisition agreement with CPS. The Company is currently in the process of raising additional equity through a private placement under a formal investment banking agreement. It is anticipated that equity raised in the near term will be sufficient to meet its obligations pursuant to the acquisition agreement with CPS as well as its working capital needs for the next twelve months.

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 June 30, 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.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements, and we do not engage in trading activities involving non-exchange traded contracts. In addition, we do 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.

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

A small business reporting company is not required to report

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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 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

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 August 23, 2010.

	Consumer Products Services Group, Inc.

Date: August 23, 2010	By:	/s/ Darren A. Krantz
		Darren A. Krantz, Chief Executive Officer

Date: August 23, 2010	By:	/s/ Kevin O’Boyle
		Kevin O’Boyle
		Chief Financial Officer

Attached files

GLOBAL DYNAMICS CORP Reports

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