U.S. SECURITIES AND EXCHANGE
COMMISSION
 Washington, D.C.
20549
 FORM
10-K
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
ACT OF 1934
 
 For
the fiscal year ended December 31, 2008
 Commission
file number: 333-156154
 
 GLOBAL DYNAMICS,
CORP.
 (Exact
name of registrant as specified in its charter)
 
 Delaware
              
              98-0593668(State
      of incorporation)
              
              (I.R.S.
      Employer Identification No.)
 
 c/o
Margalit Yosef
 43
Hakablan Street
 Jerusalem, Israel
93874
 (Address
of principal executive offices)
 
 972-(2)6515089
 (Registrant’s
telephone number, including area code)
 
 Securities
registered pursuant to Section 12(b) of the Exchange Act:
 None
 
 Securities
registered pursuant to Section 12(g) of the Exchange Act:
 Common
Stock, $0.0001 par value
 
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o     No x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes o     No x
 
 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 o
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   o
 
 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 o
              Accelerated
      filer oNon-accelerated
      filer o
              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 Act).
 Yes x No o
 
 The
number of shares of the issuer’s common stock issued and outstanding as of
February 25, 2009 was 3,000,000 shares.
 
 Documents
Incorporated By Reference:  None
 
 
 
 TABLE
OF CONTENTS
 
 
 PagePART
      IItem
      1
                                                                                                                                  BusinessItem
      1A
                                                                                                                                  Risk
      FactorsItem
      1B
                                                                                                                                  Unresolved
      Staff CommentsItem
      2
                                                                                                                                  PropertiesItem
      3
                                                                                                                                  Legal
      ProceedingsItem
      4
                                                                                                                                  Submission
      of Matters to a Vote of Security HoldersPART
      IIItem
      5
                                                                                                                                  Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity SecuritiesItem
      6
                                                                                                                                  Selected
      Financial DataItem
      7
                                                                                                                                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      OperationItem
      7A
                                                                                                                                  Quantitative
      and Qualitative Disclosures About Market Risk.Item
      8
                                                                                                                                  Financial
      Statements.Item
      9
                                                                                                                                  Changes
      in and Disagreements With Accountants on Accounting and Financial
      DisclosureItem
      9A(T)
                                                                                                                                  Controls
      and ProceduresItem
      9B
                                                                                                                                  Other
      InformationPART
      IIIItem
      10
                                                                                                                                  Directors,
      Executive Officers and Corporate GovernanceItem
      11
                                                                                                                                  Executive
      CompensationItem
      12
                                                                                                                                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder MattersItem
      13
                                                                                                                                  Certain
      Relationships and Related Transactions, and Director
      IndependenceItem
      14
                                                                                                                                  Principal
      Accountant Fees and ServicesPART
      IVItem
      15
                                                                                                                                  Exhibits,
      Financial Statement SchedulesSIGNATURES
  2
  PART
I
 
 Item
1.                 Business.
 
 As used
in this Annual Report on Form 10-K (this “Report”), references to the “Company,”
the “Registrant,” “we,” “our” or “us” refer to Global Dynamics Corp., 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. 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 (Twenty five thousand, nine hundred and twenty
United States Dollars), according to the condition specified in the Patent
Transfer and Sale Agreement related to the Patent Number:
6,382,057.
  Our
invention 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. One advantage of the present
invention is that the adapter is a durable device that is easy to assemble. We
do not yet have a fully operational working valid prototype, but intend to
create one. Once the working prototype has been developed, we will then work to
develop and manufacture the Product or license the manufacturing and related
marketing and selling rights to a third party.
 
 Our
principal offices are located at 43 Hakablan Street, Jerusalem , Israel. Our
telephone number is972 (2) 6515089. Our registered office in Delaware is located
at 113 Barksdale Professional Center, Newark, DE 19711, and our registered agent
is Delaware Intercorp. All references to "we," "us," "our," or similar terms
used in this prospectus refer to Global Dynamics Corporation. Our fiscal year
end is December 31.
  Our
auditors have issued an audit opinion which includes a statement describing our
going concern status. Our financial status creates substantial doubt whether we
will continue as a going concern. Investors should note, we have not generated
any revenues to date, we do not yet have any products available for sale, and we
do not have a fully operational valid working prototype of our proposed
product.
  3
  Our
Business
 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.
  The
Company intends to develop a fully operational valid working prototype, which
can then be used to develop and manufacture the actual product.
  Third-Party
Manufacturers
  We will
rely on third parties to develop a prototype and to work with us to manufacture
the product. If our manufacturing and distribution agreements are not
satisfactory, we may not be able to develop or commercialize our device as
planned. In addition, we may not be able to contract with third parties to
manufacture our device in an economical manner. Furthermore, third-party
manufacturers may not adequately perform their obligations, which may impair our
competitive position. If a manufacturer fails to perform, we could experience
significant time delays or we may be unable to commercialize or continue to
market our adapters.
  Intellectual
Property
  On
September 23, 2008, we signed a Patent Transfer and Sale Agreement with
Appelfeld Zer Fisher, the original owners of the technology, licensing all
rights, title and interest in, the adapter for adapting right-angle wrenches to
socket wrenches device.
 
 Competition
  There are
several companies in the right-angle wrench adaption field, including major
international manufacturers. We are not, however, aware of any other company
that has developed, manufactured, and/or marketed a device of a similar nature
that incorporates a design in which an Allen-style wrench can be adapted to a
socket or ratchet style wrench.
  4
 A number
of devices for holding an Allen wrench while tightening or loosening bolts are
known. Some fasten the Allen wrench at the lower end of the, shaft which has a
T-bar handle at its upper end, whereby the user can tighten or loosen bolts with
an increased amount of torque. Other devices use a locking screw by which the
Allen wrench is secured to the adapter. The locking screw may be actuated with a
screw-driver or with one's fingers. Other devices fasten the Allen wrench in a
chuck at the lower end of the device.
 
 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. 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
insertable 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 lower
externally threaded portion defines a transverse channel with an angular taper
for accommodating handle portions of the wrenches. The lower adapter housing has
an axial hove at a bottom end and an internally threaded portion towards a top
end which receives the lower externally threaded portion of the upper adapter
housing. The angled wrenches are snugly accommodated in the lower adapter
housing by an insert member and pass through the axial hole of the lower adapter
housing. Once the wrench is so adapter with the adapter of the present
invention, a socket or ratchet wrench handle can be used to turn the right-angle
wrench. The assembly of the right-angle wrench and socket or ratchet handle can
then be used to actuate bolts in either a clockwise (tightening) or
counter-clockwise (loosening) direction.
 
 One
advantage of the present invention is that the adapter is a durable device that
is easy to assemble. A minimal number of pieces greatly reduces any complicated
assembly. The various pieces are sized to easily fit together and to work with
various sizes of right-angle wrenches. The angular taper of the lower adapter
housing accommodates the handle portions of the right-angle wrenches to
facilitate an accurate and reliable operation of the device.
  As
discussed above, the present invention can be used in conjunction with any
right-angle wrench, such as an Allen wrench, a right-angle TORX.RTM. wrench or a
ball ended wrench, such as those available, for example, from Bondhus.
Preferably, the wrench is a hexagonal wrench.  The adapter is designed
to increase the amount of torque that can be achieved from the Allen wrench by
providing a medium for turning the Allen wrench with a socket or ratchet wrench.
The assembly is also designed to accommodate various sized (including metric or
English) Allen wrenches.
 
 A number
of devices for holding an Allen wrench while tightening or loosening bolts are
known. Some fasten the Allen wrench at the lower end of the, shaft which has a
T-bar handle at its upper end, whereby the user can tighten or loosen bolts with
an increased amount of torque. Other devices use a locking screw by which the
Allen wrench is secured to the adapter. The locking screw may be actuated with a
screw-driver or with one's fingers. Other devices fasten the Allen wrench in a
chuck at the lower end of the device. By contrast, we believe our present
invention successfully addresses the shortcomings of the presently known
configurations by providing the convenience of an Allen wrench yet provide the
torque produced by a socket wrench while remaining durable, easy to assemble,
and easy to disassemble.
  Patent,
Trademark, License & Franchise Restrictions Contractual Obligations &
Concessions
  As
described above, we have entered into an exclusive licensing agreement for the
technology on which our adapters are based. In addition, as described above, we
have entered into a Patent Transfer and Sale Agreement whereby we acquired full
rights to all title, interests etc. related to the patented technology. Finally,
we have received a patent (Patent Number: 6,382,057) recognizing our patent
rights.
 
 In
addition, we are developing a website related to our product, which we intend to
use to promote, advertise, and potentially market our invention, once the
prototype and development stages are complete. We intend to full protect our
invention and development stages with copyright and trade secrecy
laws.
  5
  Existing
or Probable Government Regulations
  We may be
subject to the provisions of the Federal Consumer Product Safety Act and the
Federal Hazardous Substances Act, among other laws. These acts empower the CPSC
to protect the public against unreasonable risks of injury associated with
consumer products. The CPSC has the authority to exclude from the market
articles that are found to be hazardous and can require a manufacturer to repair
or repurchase such devices under certain circumstances. Any such determination
by the CPSC is subject to court review. Violations of these acts may also result
in civil and criminal penalties. Similar laws exist in some states and cities in
the U.S. and in many jurisdictions throughout the world.
  Employees
  Other
than our current Directors and officers, Margalit Yosef and Jacob Schub, we have
no other full time or part-time employees. If and when we develop the prototype
for our adapters, and are able to begin manufacturing and marketing, we may need
additional employees for such operations. We do not foresee any significant
changes in the number of employees or consultants we will have over the next
twelve months.
  Transfer
Agent
  We have
engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency and
Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone
number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer
agent is responsible for all record-keeping and administrative functions in
connection with our issued and outstanding common stock.
  Research
and Development
  We have
not incurred costs to date and are not currently conducting any research and
development activities. We do, however, have plans to undertake research and
development activities during our first year of operation. If we are able to
raise funds in this offering, we will retain one or more third parties to
conduct research and development concerning our adapters and to develop a
prototype model. We have not yet entered into any agreements, negotiations, or
discussions with any third parties with respect to such research and development
activities. We do not intend to do so until we commence this offering. For a
detailed description see "Plan of Operation."
 
 Item
1A.                      Risk
Factors
 
 . In
addition to the risk factors described in our registration statement on Form S1,
as filed with the Securities and Exchange Commission, and although smaller
reporting companies are not required to provide disclosure pursuant to this
Item, your attention is directed to the following risk factor that relates to
our business.
  We
do not have sufficient cash to fund our operating expenses for the next twelve
months, and plan to seek funding through the sale of our common stock. Without
significant improvement in the capital markets, we may not be able to sell our
common stock and funding may not be available for continued
operations.
 
 There is
not enough cash on hand to fund our administrative and other operating expenses
or our proposed research and development program for the next twelve months. In
addition, we will require substantial new capital following the development of a
strategic marketing plan for bringing our product to global markets in order to
actually market, arrange for the manufacturing of, and sell our product. Because
we do not expect to have any cash flow from operations within the next twelve
months, we will need to raise additional capital, which may be in the form of
loans from current stockholders and/or from public and private equity offerings.
Our ability to access capital will depend on our success in implementing our
business plan. It will also depend upon the status of the capital markets at the
time such capital is sought. Without significant improvement in the capital
markets, sufficient capital may not be available and the implementation of our
business plan could be delayed. If we are unable to raise additional funds in
the future, we may have to cease all substantive operations. In such event it
would not be likely that investors would obtain a profitable return on their
investment or a return of their investment at all
 
 6
 
 Item
1B.                      Unresolved
Staff Comments
 
 Not
applicable.
 
 Item
2.                      Properties
 
 Our
Principal executive offices are located at c/o Margalit Yosef, 43 Hakablan
Street, Jerusalem , Israel. This location is the home of our President and
Director and we have been allowed to operate out of such location at no cost to
the Company. We believe that this space is adequate for our current and
immediately foreseeable operating needs. We do not have any policies regarding
investments in real estate, securities, or other forms of property.
  Item
3.                      Legal
Proceedings.
 
 There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.
 
 Item
4.                      Submission
of Matters to a Vote of Security Holders.
  During
the period from September 2, 2008 (inception) through December 31, 2008, there
has not been any matter which was submitted to a vote of the Company’s
shareholders through the solicitation of proxies or otherwise.
 
 PART
II
 
 Item
5.                      Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
 
 Market
Information
 
 Our
common stock is not traded on any exchange or on the Over-The-Counter market. We
intend to have a market maker file an application with FINRA for our common
stock to be eligible for trading on the Over-The-Counter Bulletin Board or a
similar electronic inter-dealer quotation system.
 
 Holders
 
 As of
February 25, 2009, there were 3,000,000 common shares issued and outstanding,
which were held by 2 stockholders of record.
 
 Dividends
 
 We have
never declared or paid any cash dividends on our common stock nor do we
anticipate paying any in the foreseeable future. Furthermore, we expect to
retain any future earnings to finance our operations and expansion. The payment
of cash dividends in the future will be at the discretion of our Board of
Directors and will depend upon our earnings levels, capital requirements, any
restrictive loan covenants and other factors the Board considers
relevant.
 
 Equity
Compensation Plans
 
 We do not
have any equity compensation plans.
 7
 Recent
Sales of Unregistered Securities; Use of Proceeds from Registered
Securities
 
 On September 2, 2008, we subscribed 1,500,000
shares of our common stock to Ms. Margalit Yosef, our President and Director,
for a payment of $150. As of December 16, 2008 this amount has been paid in
cash. We believe this issuance was deemed to be exempt under Regulation S of the
Securities Act. No advertising or general solicitation was employed in offering
the securities. The offering and sale were made only to a non-U.S. citizen, and
transfer was restricted by us in accordance with the requirements of the
Securities Act of 1933.
 
 On
September 2, 2008, we subscribed 1,500,000 shares of our common stock to Mr.
Jacob Schub, our Secretary and Director, for a payment of $150. As of December
16, 2008 this amount has been paid in cash. We believe this issuance was deemed
to be exempt under Regulation S of the Securities Act. No advertising or general
solicitation was employed in offering the securities. The offering and sale were
made only to a non-U.S. citizen, and transfer was restricted by us in accordance
with the requirements of the Securities Act of 1933.
 
 Purchases
of Equity Securities by the Small Business Issuer and Affiliated
Purchasers
 
 We have
not repurchased any shares of our common stock during the period from September
2, 2008 (inception) through December 31, 2008.
 
 Item
6.                      Selected
Financial Data.
 
 Not
applicable.
 
 Item
7.                      Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
 
 Certain
statements contained in this prospectus, including statements regarding the
anticipated development and expansion of our business, our intent, belief or
current expectations, primarily with respect to the future operating performance
of Global Dynamics Corp.  And the services we expect to offer and
other statements contained herein regarding matters that are not historical
facts, are “forward-looking” statements.  Future filings with the
Securities and Exchange Commission, future press releases and future oral or
written statements made by us or with our approval, which are not statements of
historical fact, may contain forward-looking statements, because such statements
include risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements.
 
 All
forward-looking statements speak only as of the date on which they are made. We
undertake no obligation to update such statements to reflect events that occur
or circumstances that exist after the date on which they are made.
 
 Plan
of Operation
 
 We are a
development stage company that has licensed the technology and received a patent
for an adapter for a right-angle wrench. The system includes:
  (a) an
upper adapter housing having a rectangular recessed socket opening at the top
end and a lower externally threaded portion toward a bottom end, the lower
externally threaded portion defining a transverse channel with an angular taper
for accommodating handle portions of the right-angle wrenches;
  (b) a
lower adapter housing having an axial hole there through and an upper internally
threaded portion toward a top end, which upper internally threaded portion
receives the lower externally threaded portion; and
  (c) an
insert portion, insertable into the lower adapter housing, for snugly
accommodating a lower shaft portion of the right-angle wrench in the axial hole
of the lower adapter housing.
  Although
we have not yet engaged a manufacturer to develop a fully operational prototype
of the adapters, based on our preliminary discussions with certain manufacturing
vendors, we believe that it will take approximately three to four months to
construct a basic valid prototype of our product. If and when we have a viable
prototype, depending on the availability of funds, we estimate that we would
need approximately an additional four to six months to bring this product to
market. Our objective is to manufacture the product ourselves through third
party sub-contractors and market the product as an off-the-shelf device, and/or
to license the manufacturing rights to product and related technology to third
party manufacturers who would then assume responsibility for marketing and
sales.
 
 8
  Our
auditors have issued an opinion on our financial statements which includes a
statement describing our going concern status. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills and meet our
other financial obligations. This is because we have not generated any revenues
and no revenues are anticipated until we begin marketing the product.
Accordingly, we must raise capital from sources other than the actual sale of
the product. We must raise capital to implement our project and stay in
business. Even if we raise the maximum amount of money in our offering, we do
not know how long the money will last, however, we do believe it will last at
least twelve months.
  GENERAL
WORKING CAPITAL
  We may be
wrong in our estimates of funds required in order to proceed with developing a
prototype and executing our general business plan described herein. Should we
need additional funds, we would attempt to raise these funds through additional
private placements or by borrowing money. We do not have any arrangements with
potential investors or lenders to provide such funds and there is no assurance
that such additional financing will be available when required in order to
proceed with the business plan or that our ability to respond to competition or
changes in the market place or to exploit opportunities will not be limited by
lack of available capital financing. If we are unsuccessful in securing the
additional capital needed to continue operations within the time required, we
may not be in a position to continue operations.
  We can
offer no assurance that we will raise any funds in our offering. As disclosed
above, we have no revenues and, as such, if we do not raise at least $48,000
from our offering we will not have sufficient funds to develop a prototype. If
we are unable to raise funds, we may attempt to sell the Company or file for
bankruptcy. We do not have any current intentions, negotiations, or arrangements
to merge or sell the Company.
  We are
not aware of any material trend, event or capital commitment, which would
potentially adversely affect liquidity. In the event such a trend develops, we
believe that we will have sufficient funds available to satisfy working capital
needs through lines of credit and the funds expected from equity
sales.
 
 Liquidity
and Capital Resources
 
 Our
balance sheet as of December 31, 2008 reflects cash in the amount of $282. As of
February25, 2009, we had $282 in cash. Cash and cash equivalents from inception
to date have been sufficient to provide the operating capital necessary to
operate to date. The operating expenses and net loss for the year ending
December 31 2008 amounted to $11,629.
 
 We do not
have sufficient resources to effectuate our business plan. We expect to incur a
minimum of $100,000 in expenses during the next twelve months of operations. We
estimate that this will be comprised mostly of development and operating
expenses as follows; $20,000 towards development of a working prototype, $5,000
towards marketing materials and website. Additionally, $­­­75,000
will be needed for general overhead expenses such as for reimbursed expenses,
corporate legal and accounting fees, office overhead and general working
capital. Accordingly, we will have to raise the funds to pay for these expenses.
We might do so through a private offering after our shares are quoted on the
Over the Counter Bulletin Board. We potentially will have to issue debt or
equity or enter into a strategic arrangement with a third party. There can be no
assurance that additional capital will be available to us. We currently have no
agreements, arrangements or understandings with any person to obtain funds
through bank loans, lines of credit or any other sources
 
 Going
Concern Consideration
 
 Our
independent auditors included an explanatory paragraph in their report on the
accompanying financial statements regarding concerns about our ability to
continue as a going concern.  Our financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure by our independent auditors.
  9
  Off-Balance
Sheet Arrangements
 
 We have
no off-balance sheet arrangements.
 
 Item
7A.                      Quantitative
and Qualitative Disclosures About Market Risk.
 
 Not
applicable.
 
 
 
 Item
8.                      Financial
Statements.
 
 Exhibit
15
 
 Item
9.                 Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure.
 
 None.
 
 
 Item
9A(T).                                Controls
and Procedures.
 
 Disclosure
Controls and Procedures
 
 Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the SEC. Our Chief Executive
Officer and Chief Financial Officer have reviewed the effectiveness of our
“disclosure controls and procedures” (as defined in the Securities Exchange Act
of 1934 Rules 13a-14(c) and 15d-14(c)) during the period covered by this report
and have concluded that the disclosure controls and procedures are effective to
ensure that material information relating to us is recorded, processed,
summarized, and reported in a timely manner. There were no significant changes
in our internal controls or in other factors that could significantly affect
these controls subsequent to the last day they were evaluated by our Chief
Executive Officer and Chief Financial Officer.
 
 Internal
Controls Over Financial Reporting
 
 During
the period from September 2, 2008 (inception) through December 31, 2008, there
was no change in internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect our internal control over
financial reporting. Global Dynamic’s management, including the chief executive
officer and chief financial officer, do not expect that its disclosure controls
or internal controls will prevent all error and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. In
addition, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or
mistake.
 
 Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management’s override of the control. The
design of any systems of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions. Over time, control may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of these inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
Individual persons perform multiple tasks which normally would be allocated to
separate persons and therefore extra diligence must be exercised during the
period these tasks are combined. It is also recognized Global Dynamics has not
designated an audit committee and no member of the board of directors has been
designated or qualifies as a financial expert. The Company should address these
concerns at the earliest possible opportunity.
 
 10
 Item
9B.                      Other
Information
 
 None.
 
 PART
III
 
 Item
10.                       Directors,
Executive Officers and Corporate Governance.
 
 Directors
and Executive Officers
 
 The
following table sets forth certain information regarding the members of our
board of directors and our executive officers:
  Name
                      
                      Age
                      
                      Positions
      and Offices HeldMargalit
      Yosef
                      
                      25
                      
                      Director
      and PresidentJacob
      Schub
                      
                      22
                      
                      Director
      and
Secretary
 
 Our
Directors hold office until the next annual meeting of our stockholders or until
their successors are duly elected and qualified. Set forth below is a summary
description of the principal occupation and business experience of each of our
Directors and executive officers for at least the last five years.
  Margalit
Yosef has been our President and Director since the Company’s inception on
September 2, 2008. Margalit Yosef studied from the years September 2001 thru
December 2005 at the Tel Aviv Bar Ilan Univeristy where she earned her Bachelor
of Arts degree in Social Science . From January 2006 she  was employed
at the Office of the Minister of  Interior of Israel as
the  Administrative Manager until  June 2008 whereby she
continued her career as the Chief Administrative Manager  at Yefeh Nof
a Jerusalem based Publishing Company.
 
 Jacob
Schub has served as our Secretary and Director since our inception on September
2, 2008. from 2001 through December 2005, Mr. Schub obtain his Bachelor of Arts
Degree in Biblical Science from Ateret Bibical College in Jerusalem based
College for Biblical Science Studies.  Until January 2007, he
continued his career at Feld Heim Publishing Corporation, a Jerusalem based
publishing house as Secretary and Chief Accounting Officer. From January 2007
through present he has continued his career as Secretary and Principal
Accounting Officer at Yefe Nof, a Jerusalem based Publishing House.
 
 There are
no familial relationships among any of our directors or
officers.  None of our directors or officers is a director in any
other U.S. reporting companies.  None of our directors or officers has
been affiliated with any company that has filed for bankruptcy within the last
five years.  The Company is not aware of any proceedings to which any
of the Company’s officers or directors, or any associate of any such officer or
director, is a party adverse to the Company or any of the Company’s subsidiaries
or has a material interest adverse to it or any of its
subsidiaries.
 
 Each
director of the Company serves for a term of one year or until the successor is
elected at the Company's annual shareholders' meeting and is qualified, subject
to removal by the Company's shareholders.  Each officer serves, at the
pleasure of the board of directors, for a term of one year and until the
successor is elected at the annual meeting of the board of directors and is
qualified.
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 11
 Section
16(a) of the Securities Exchange Act of 1934 requires officers and directors of
the Company and persons who own more than ten percent of a registered class of
the Company's equity securities to file reports of ownership and changes in
their ownership with the Securities and Exchange Commission, and forward copies
of such filings to the Company. We believe, based solely on our review of the
copies of such forms, that during the period from September 2, 2008 (inception)
through December 31, 2008, all reporting persons complied with all applicable
Section 16(a) filing requirements.
  
 Auditors
  Alan
Weinberg, CPA, an independent registered public accounting firm, is our
auditor.
  We do not
currently have a Code of Ethics applicable to our principal executive, financial
and accounting officers. We do not have a “financial expert” on the board or an
audit committee or nominating committee.
  Potential
Conflicts of Interest
  Since we
do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our directors. The Board of Directors has not established an audit
committee and does not have an audit committee financial expert, nor has the
Board established a nominating committee. The Board is of the opinion that such
committees are not necessary since the Company has only two directors, and to
date, such directors have been performing the functions of such committees.
Thus, there is a potential conflict of interest in that our directors and
officers have the authority to determine issues concerning management
compensation, nominations, and audit issues that may affect management
decisions. We are not aware of any other conflicts of interest with any of our
executive officers or directors.
  Involvement
in Certain Legal Proceedings
 
 There are
no legal proceedings that have occurred within the past five years concerning
our directors, or control persons which involved a criminal conviction, a
criminal proceeding, an administrative or civil proceeding limiting one's
participation in the securities or banking industries, or a finding of
securities or commodities law violations.
 
 Item
11.                   Executive
Compensation.
 
 Summary
Compensation
 
 Since our
incorporation on September 2, 2008, we have not paid any compensation to our
directors or officers in consideration for their services rendered to our
Company in their capacity as such.  We have no employment agreements
with any of our directors or executive officers.  We have no pension,
health, annuity, bonus, insurance, stock options, profit sharing or similar
benefit plans.
 
 Since our
incorporation on September 2, 2008, no stock options or stock appreciation
rights were granted to any of our directors or executive officers.  We
have no long-term equity incentive plans.
 
 Outstanding
Equity Awards
 
 None of
our directors or executive officers holds unexercised options, stock that has
not vested, or equity incentive plan awards.
 
 Compensation
of Directors
 
 Since our
incorporation on September 2, 2008, no compensation has been paid to any of our
directors in consideration for their services rendered in their capacity as
directors.
 
 Item
12.                 Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 
 12
 The
following table lists, as of February 25, 2009, the number of shares of common
stock of our Company that are beneficially owned by (i) each person or entity
known to our Company to be the beneficial owner of more than 5% of the
outstanding common stock; (ii) each officer and director of our Company; and
(iii) all officers and directors as a group. Information relating to beneficial
ownership of common stock by our principal shareholders and management is based
upon information furnished by each person using “beneficial ownership” concepts
under the rules of the Securities and Exchange Commission. Under these rules, a
person is deemed to be a beneficial owner of a security if that person has or
shares voting power, which includes the power to vote or direct the voting of
the security, or investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a beneficial owner
of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange Commission rules, more than
one person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he or
she may not have any pecuniary beneficial interest. Except as noted below, each
person has sole voting and investment power.
 
 The
percentages below are calculated based on 3,000,000 shares of our common stock
issued and outstanding as of February 25, 2009. We do not have any outstanding
options, warrants or other securities exercisable for or convertible into shares
of our common stock. Unless otherwise indicated, the address of each person
listed is c/o c/o Margalit Yosef, 43 Hakablan Street, Jerusalem, Israel
93874.
 
 
 Name and Address of
                  Beneficial
      Owner
                Number
      of Shares of Common
                  Stock
      Beneficially
                  Owned
      or Right to
                  Direct
      Vote (1)
                Percent
      of Common
                  Stock
      Beneficially
                  Owned
      or Right
                  to
      Direct Vote (1)Margalit
      Yosef
                1,500,000
                50%Jacov
      Schub
                1,500,000
                50%All
      stockholders, and / or Directors and / or executive officers as a
      group
                  (two
      persons)
                3,000,000
                100%
 
 (1)
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes voting or
investment power with respect to securities. In accordance with SEC rules,
shares of common stock issuable upon the exercise of options or warrants which
are currently exercisable or which become exercisable within 60 days following
the date of the information in this table are deemed to be beneficially owned
by, and outstanding with respect to, the holder of such option or warrant.
Except as indicated by footnote, and subject to community property laws where
applicable, to our knowledge, each person listed is believed to have sole voting
and investment power with respect to all shares of common stock owned by such
person.
 
 Item
13.                 Certain
Relationships and Related Transactions, and Director Independence.
 
 Other
than the transactions discussed below, we have not entered into any transaction
nor are there any proposed transactions in which our Director, executive
officer, stockholders or any member of the immediate family of the foregoing had
or is to have a direct or indirect material interest.
 
 On
September 2, 2008, we subscribed 1,500,000 shares of our common stock to Ms.
Margalit Yosef, our President and Director, for a payment of $150. As of
December 16, 2008 this amount has been paid in cash. We believe this issuance
was deemed to be exempt under Regulation S of the Securities Act. No advertising
or general solicitation was employed in offering the securities. The offering
and sale were made only to a non-U.S. citizen, and transfer was restricted by us
in accordance with the requirements of the Securities Act of 1933.
 
 13
 On
September 2, 2008, we subscribed 1,500,000 shares of our common stock to Mr.
Jacob Schub, our Secretary and Director, for a payment of $150. As of December
16, 2008 this amount has been paid in cash. We believe this issuance was deemed
to be exempt under Regulation S of the Securities Act. No advertising or general
solicitation was employed in offering the securities. The offering and sale were
made only to a non-U.S. citizen, and transfer was restricted by us in accordance
with the requirements of the Securities Act of 1933.
 
 As of
December  31, 2008, the Company was owed by the Directors and
stockholder of the Company $300 for the stock subscribed.
  Director
Independence
 
 We are
not subject to listing requirements of any national securities exchange or
national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of “independent directors.”
We do not believe that any of our directors currently meet the definition of
“independent” as promulgated by the rules and regulations of the American Stock
Exchange.
 
 Item
14.                 Principal
Accounting Fees and Services.
 
 Our
principal independent accountant is Alan Weinberg, CPA. Their pre-approved fees
billed to the Company are set forth below:
  Fiscal
      Year EndedDecember 31, 2008Audit
      Fees
                        
                        $
                        15,000Tax
      Fees
                        
                        $
                        1,000
 
 As of
December 31, 2008, the Company did not have a formal documented pre-approval
policy for the fees of the principal accountant. The Company does not have
an audit committee. The percentage of hours expended on the principal
accountant's engagement to audit our financial statements for the most recent
fiscal year that were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees was 0%.
 
 PART
IV
 
 Item
15.                 Exhibits.
Financial Statement Schedules.
   
 Exhibit
                                  
                                  Description3.1
                                  
                                  Articles
      of Incorporation of the Company3.2
                                  
                                  By-Laws
      of the Company3.3
                                  
                                  Form
      of Common Stock Certificate of the Company10.1
                                  
                                  Patent
      Transfer and Sale Agreement dated September 23, 200831.1
                                  
                                  Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act (filed
      herewith)31.2
                                  
                                  Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act (filed
      herewith)32.1
                                  
                                  Certification
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley (filed herewith)32.2
                                  
                                  Certification
      of Principal Financial and Accounting Officer pursuant to Section 906 of
      the Sarbanes-Oxley (filed
herewith)
  14
 GLOBAL DYNAMICS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
  INDEX
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008
  Report
      of Registered Independent Auditors
                        F-2Financial
      Statements-Balance
      Sheet as of December 31, 2008
                        F-3Statements
      of Operations for the Period EndedDecember
      31, 2008, and Cumulative from Inception
                        F-4Statement
      of Stockholders’ (Deficit) for the Period from InceptionThrough
      December 31, 2008
                        F-5Statements
      of Cash Flows for the Period Ended December 31, 2008,and
      Cumulative from Inception
                        F-6Notes
      to Financial Statements December 31, 2008
                        F-7
  F-1
  REPORT
OF REGISTERED INDEPENDENT AUDITORS
 
 
 To the
Board of Directors and Stockholders
 of Global
Dynamics Corp.:
 
 We have
audited the accompanying balance sheet of Global Dynamics Corp. (a Delaware
corporation in the development stage) as of December 31, 2008, and the related
statements of operations, stockholders’ (deficit), and cash flows for period
ended December 31, 2008, and from inception (September 2, 2008) through December
31, 2008. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
 
 We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Global Dynamics Corp. as of
December 31, 2008, and the results of its operations and its cash flows for the
period ended December 31, 2008, and from inception (September 2, 2008) through
December 31, 2008, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is in the development stage, and has not established any
source of revenue to cover its operating costs. As such, it has incurred an
operating loss since inception. Further, as of December 31, 2008, the cash
resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plan regarding these
matters is also described in Note 2 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 Respectfully
submitted,
 
 /s/ Alan
Weinberg CPA
 
 Weinberg
& Associates LLC
 Baltimore,
Maryland
 January
22, 2009
  F-2
  GLOBAL
DYNAMICS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEET (NOTE 2)
 AS
OF DECEMBER 31, 2008
  ASSETS2008Current
      Assets:Cash
                                    
                                    $
                                    282Total
      current assets
                                    
                                    
                                    282Other
      Assets:Patent
                                    
                                    
                                    26,000Deferred
      offering costs
                                    
                                    
                                    20,000Total
      other assets
                                    
                                    
                                    46,000Total
      Assets
                                    
                                    $
                                    46,282LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      Liabilities:Accounts
      payable and accrued liabilities
                                    
                                    $
                                    29,611Loans
      from related parties - directors and stockholders
                                    
                                    
                                    28,000Total
      current liabilities
                                    
                                    
                                    57,611Total
      liabilities
                                    
                                    
                                    57,611Commitments
      and ContingenciesStockholders'
      (Deficit):Common
      stock, par value $.0001 per share, 200,000,000 sharesauthorized;
      3,000,000 shares issued and outstanding
                                    
                                    
                                    300(Deficit)
      accumulated during the development stage
                                    
                                    
                                    (11,629
                                    )Total
      stockholders' (deficit)
                                    
                                    
                                    (11,329
                                    )Total
      Liabilities and Stockholders' (Deficit)
                                    
                                    $
                                    46,282
 
 The
accompanying notes to financial statements
 are an
integral part of this balance sheet.
  F-3
 GLOBAL
DYNAMICS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS (NOTE 2)
 FOR
THE PERIOD ENDED DECEMBER 31, 2008,
 AND
CUMULATIVE FROM INCEPTION (SEPTEMBER 2, 2008)
 THROUGH
DECEMBER 31, 2008
  Period
      Ended
                                
                                
                                CumulativeDecember
      31,
                                
                                
                                From2008
                                
                                
                                InceptionRevenues
                                
                                $
                                -
                                
                                
                                $
                                -Expenses:General
      and administrative-Professional
      fees
                                
                                
                                10,111
                                
                                
                                
                                10,111Legal
      - incorporation
                                
                                
                                1,500
                                
                                
                                
                                1,500Other
                                
                                
                                18
                                
                                
                                
                                18Total
      general and administrative expenses
                                
                                
                                11,629
                                
                                
                                
                                11,629(Loss)
      from Operations
                                
                                
                                (11,629
                                )
                                
                                
                                (11,629
                                )Other
      Income (Expense)
                                
                                
                                -
                                
                                
                                
                                -Provision
      for income taxes
                                
                                
                                -
                                
                                
                                
                                -Net
      (Loss)
                                
                                $
                                (11,629
                                )
                                
                                $
                                (11,629
                                )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                                
                                $
                                (0.00
                                )Weighted
      Average Number of Common SharesOutstanding
      - Basic and Diluted
                                
                                
                                2,975,207
 The
accompanying notes to financial statements are
 an
integral part of these statements.
 
 F-4
 
 GLOBAL
DYNAMICS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT
OF STOCKHOLDERS' (DEFICIT) (NOTE 2)
 FOR
THE PERIOD FROM INCEPTION (SEPTEMBER 2, 2008)
 THROUGH
DECEMBER 31, 2008
  (Deficit)AccumulatedDuring
      theCommon
      stock
                                
                                
                                DevelopmentShares
                                
                                
                                Amount
                                
                                
                                Stage
                                
                                
                                TotalsBalance
      - September 2, 2008
                                
                                
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -Common
      stock issued for cash
                                
                                
                                3,000,000
                                
                                
                                
                                300
                                
                                
                                
                                -
                                
                                
                                
                                300Net
      (loss) for the period
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (11,629
                                )
                                
                                
                                (11,629
                                )Balance
      - December 31, 2008
                                
                                
                                3,000,000
                                
                                
                                $
                                300
                                
                                
                                $
                                (11,629
                                )
                                
                                $
                                (11,329
                                )
  The
accompanying notes to financial statements are
 an
integral part of this statement.
  F-5
 
 GLOBAL
DYNAMICS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS (NOTE 2)
 FOR
THE PERIOD ENDED DECEMBER 31, 2008,
 AND
CUMULATIVE FROM INCEPTION (SEPTEMBER 2, 2008)
 THROUGH
DECEMBER 31, 2008
 Period
      EndedDecember 31,2008
                                      
                                      
                                      CumulativeFromInceptionOperating
      Activities:Net
      (loss)
                                      
                                      $
                                      (11,629
                                      )
                                      
                                      $
                                      (11,629
                                      )Adjustments
      to reconcile net (loss) to net cash(used
      in) operating activities:Changes
      in net liabilities-Accounts
      payable and accrued liabilites
                                      
                                      
                                      9,611
                                      
                                      
                                      
                                      9,611Net
      Cash Used in Operating Activities
                                      
                                      
                                      (2,018
                                      )
                                      
                                      
                                      (2,018
                                      )Investing
      Activities:Acquisition
      and costs of patent
                                      
                                      
                                      (26,000
                                      )
                                      
                                      
                                      (26,000
                                      )Net
      Cash Used in Investing Activities
                                      
                                      
                                      (26,000
                                      )
                                      
                                      
                                      (26,000
                                      )Financing
      Activities:Proceeds
      from common stock issued
                                      
                                      
                                      300
                                      
                                      
                                      
                                      300Loans
      from related parties - directors and stockholders
                                      
                                      
                                      28,000
                                      
                                      
                                      
                                      28,000Net
      Cash Provided by Financing Activities
                                      
                                      
                                      28,300
                                      
                                      
                                      
                                      28,300Net
      (Decrease) Increase in Cash
                                      
                                      
                                      282
                                      
                                      
                                      
                                      282Cash
      - Beginning of Period
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Cash
      - End of Period
                                      
                                      $
                                      282
                                      
                                      
                                      $
                                      282Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for:Interest
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Income
      taxes
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Supplemental
      schedule of noncash investing and financing activities:Accruals
      in the amount $20,000 were incurred for deffered offering
      costs.
 The
accompanying notes to financial statements are
 an
integral part of these statements.
 
 F-6
  GLOBAL
DYNAMICS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008
  (1)  Summary of Significant Accounting
Policies
 
 Basis
of Presentation and Organization
 
 Global
Dynamics Corp. (“Global Dynamics” or 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. The
business plan of the Company is to develop a commercial application of the
design in a patent, “Right angle wrench socket wrench adaptor”. The Company also
intends to enhance the existing prototype, and manufacture and market the
product and/or seek third party entities interested in licensing the rights to
manufacture and market the device. The accompanying financial statements of
Global Dynamics were prepared from the accounts of the Company under the accrual
basis of accounting.
 
 The
Company commenced a capital formation activity to submit a Registration
Statement on Form S-1 to the Securities and Exchange Commissions (“SEC”) to
register and sell in a self-directed offering 2,000,000 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.
  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 December 31, 2008.
  F-7
  GLOBAL
DYNAMICS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008
  Income
Taxes
 
 The
Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income Taxes
(“SFAS 109”). Under SFAS 109, 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 December 31, 2008, 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
Offering Costs
 
 The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
  F-8
  GLOBAL
DYNAMICS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
  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. For the
period ended December 31, 2008, no events or circumstances occurred for which an
evaluation of the recoverability of long-lived assets was required.
  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.
  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 December 31, 2008, and expenses for the period ended December
31, 2008, and cumulative from inception. Actual results could differ from those
estimates made by management.
  Fiscal
Year End
 
 The
Company has adopted a fiscal year end of December 31.
 
 Recent Accounting
Pronouncements
  In June
2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position No. EITF No. 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF
No. 03-6-1”). According to FSP EITF No. 03-6-1, unvested share-based
payment awards that contain nonforfeitable rights to dividends or dividend
equivalents are considered participating securities under SFAS No. 128. As
such, they should be included in the computation of basic earnings per share
(“EPS”) using the two-class method. FSP EITF No. 03-6-1 is effective for
financial statements issued for fiscal years beginning after December 15,
2008, as well as interim periods within those years. Once effective, all
prior-period EPS data presented must be adjusted retrospectively. The Company
does not expect FSP EITF No. 03-6-1 to have a material impact on the
Company’s financial position or results of operations.
 
 In March
2008, the FASB issued Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”, an amendment of FASB Statement No. 133
(“SFAS No. 161”). SFAS No. 161 applies to all derivative
instruments and nonderivative instruments that are designated and qualify as
hedging instruments and related hedged items accounted for under
SFAS No. 133. SFAS No. 161 requires entities to provide greater
transparency through additional disclosures about (a) how and why an entity
uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under SFAS No. 133 and its related
interpretations, and (c) how derivative instruments and related hedged
items affect an entity’s financial position, results of operations, and cash
flows. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. The
Company does not expect SFAS No. 161 to have a material impact on the
Company’s financial position or results of operations.
  F-9
  GLOBAL
DYNAMICS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 In
December 2007, the FASB issued Statement No. 141 (revised), “Business
Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R)
significantly changes the accounting for business combinations and establishes
principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed
and any noncontrolling interest in the acquiree and recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase.
SFAS No. 141(R) 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 December 15, 2008.
 
 In
December 2007, the FASB issued Statement No. 160, “Noncontrolling Interests
in Consolidated Financial Statements” - an amendment of ARB No. 51
(“SFAS No. 160”). SFAS No. 160 changes the accounting for
noncontrolling (minority) interests in consolidated financial statements
including the requirements to classify noncontrolling interests as a component
of consolidated shareholders’ equity, the elimination of “minority interest”
accounting in results of operations and changes in the accounting for both
increases and decreases in a parent’s controlling ownership interest.
SFAS No. 160 is effective for fiscal years beginning after
December 15, 2008, and early adoption is prohibited. The Company does not
expect SFAS No. 160 to have a material impact on the Company’s
financial position or results of operations.
 
 In
February 2007, the FASB issued Statement No. 159 “The Fair Value Option for
Financial Assets and Financial Liabilities” including an amendment of FASB
Statement No. 115 (“SFAS No. 159”), which allows an entity the
irrevocable option to elect fair value for the initial and subsequent
measurement for certain financial assets and liabilities under an
instrument-by-instrument election. If the fair value option is elected for an
instrument, subsequent changes in fair value for that instrument will be
recognized in earnings. SFAS No. 159 also establishes additional
disclosure requirements and is effective for fiscal years beginning after
November 15, 2007, with early adoption permitted provided that the entity
also adopts Statement No. 157, “Fair Value Measurements”
(“SFAS No. 157”). SFAS No. 159 is not expected to have a
material impact on its results of operations or financial position.
 
 In
September 2006, the FASB issued SFAS No. 157 which defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS No. 157 applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. In February 2008, the FASB issued FASB Staff Position
No. SFAS No. 157-2, Effective Date of FASB Statement No. 157,
which provides a one-year deferral of the effective date of
SFAS No. 157 for non-financial assets and non-financial liabilities,
except those that are recognized or disclosed in the financial statements at
fair value on a recurring basis (at least annually). The adoption of
SFAS No. 157 for financial assets and financial liabilities is not
expected to have a material impact on the Company’s results of operations or
financial position.
 
 (2)  Development Stage Activities and
Going Concern
 
 The
Company is currently in the development stage, and has no operations. The
business plan of the Company is to develop a commercial application of the
design in a patent, “Right angle wrench socket wrench adaptor”. The Company also
intends to enhance the existing prototype, and manufacture and market the
product and/or seek third party entities interested in licensing the rights to
manufacture and market the device.
 
 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.
  F-10
  GLOBAL
DYNAMICS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 The
Company has also commenced a capital formation activity to submit a Registration
Statement on Form S-1 to the SEC to register and sell in a self-directed
offering 2,000,000 shares of newly issued common stock at an offering price of
$0.04 per share for proceeds of up to $80,000. As of September 30, 2008, the
Company was continuing with the preparation of its registration document, and
had not yet filed it with the SEC.
 
 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 December 31, 2008,
the cash resources of the Company were insufficient to meet its current business
plan, and the Company had negative working capital. 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. The historical cost of the Patent will be amortized over its remaining
useful life, which is estimated to be 10 years and 7 months.
 
 (4)  Common Stock
 
 On September 3, 2008, the Company
issued 3,000,000 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 Commissions (“SEC”) to
register and sell in a self-directed offering 2,000,000 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 incurred $20,000 of
deferred offering costs related to this capital formation activity.
 
 F-11
 
 GLOBAL
DYNAMICS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 (5)  Income Taxes
 
 The provision (benefit) for income
taxes for the period ended December 31, 2008, was as follows (assuming a 23%
effective tax rate):
  2008Current
      Tax Provision:Federal-Taxable
      income
                              
                              $
                              -Total
      current tax provision
                              
                              $
                              -Deferred
      Tax Provision:Federal-Loss
      carryforwards
                              
                              $
                              2,675Change
      in valuation allowance
                              
                              
                              (2,675
                              )Total
      deferred tax provision
                              
                              $
                              -
 The
Company had deferred income tax assets as of December 31, 2008, as
follows:
 
 2008Loss
      carryforwards
                            
                            $
                            2,675Less
      - Valuation allowance
                            
                            
                            (2,675
                            )Total
      net deferred tax assets
                            
                            $
                            -
 
 The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended December 31, 2008, because it is not presently known
whether future taxable income will be sufficient to utilize the loss
carryforwards.
 
 As of
December 31, 2008, the Company had approximately $11,629 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and expire in the year 2028.
 
 (6)  Related Party
Transactions
 
 As
described in Note 4, on September 3, 2008, the Company issued 3,000,000 shares
of its common stock to two individuals who are Directors and officers for
proceeds of $300.
 
 (7)  Commitments
 
 As
described in Note 4, the Company commenced a capital formation activity to
submit a Registration Statement on Form S-1 to the SEC. In connection with this
capital formation activity, the Company is committed to pay legal and accounting
fees amounting to approximately $20,000.
 
 (8)  Events Subsequent to the Balance
Sheet Date
 
 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 for the
Company.  Under the Agreement, the Company agreed to pay to NATCO
initial fees amounting to $1,800 plus transaction fees.
  F-12
  SIGNATURES
 
 In accordance with Section 13 or 15(d)
of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
 
 
 Date:
February 25, 2009
 GLOBAL DYNAMICS CORP
 
 
 By:/s/Margalit
Yosef
 Name: Margalit Yosef
 Title:
President and Director (Principal Executive)
 
 
 
 
 In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
 
 
 Date:
February 25,
2009                                                                                               By:/s/Margalit
Yosef
 Name: Margalit Yosef
 Title:
President and Director (Principal Executive)
 
 
 
 Date:
February 25,
2009                                                                                               By: /s/ Jacob
Schub
 Name: Jacob
Schub
 Title: Secretary
and Director (Principal Financial and Accounting Officer)