FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that relate to, among other things, our business strategy, the market opportunity for our products, including expected demand for our products, our estimates regarding our capital requirements and other plans, objectives, and intentions. Any statements contained in this Quarterly Report that are not statements of historical fact may be deemed to be forward-looking statements, including any statements relating to future actions and outcomes including but not limited to prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expense trends, future interest rates, outcome of contingencies and their future impact on financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future" and "intends" and similar expressions. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Factors that could cause or contribute to differences in results and outcomes from those in our forward-looking statements include, without limitation, those items discussed in the "Risk Factors" section or other sections in the Company's Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission ("SEC"), as well as in Item IA of Part II of this Quarterly Report. All forward-looking statements are expressly qualified in their entirety by such risk factors. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

OVERVIEW

The Company. We are a marketing company, developer and distributor of personal development, wellness and entertainment consumer goods and services through print catalogs, radio, direct mail, direct response television programming (also known as "DRTV" or infomercials) and the Internet. Our operations are vertically integrated from content creation, through product development and sourcing, to customer service and distribution.

The Company was organized in 1982 as a Delaware corporation under the name Robotic Systems & Technology, Inc. In 1994, the Company changed its name to Concord International Group, Inc. which merged into Maxnet, Inc. in June 1997. In July 1997, Maxnet, Inc. merged into Maxplanet Corp. In May 2006, the Maxplanet Corp. filed articles of domestication to change its state of incorporation from Delaware to Florida and in June 2006 merged into Youth Enhancement Systems, Incorporated. In March 2007 the Company changed its name to Dynamic Response Group, Inc.

The Company has been a reporting company since March 2007 and its common stock is quoted on the Over-the-Counter-Bulletin-Board under the symbol "DRGZ.OB". Our principal place of business is located at 4770 Biscayne Boulevard, Suite 780, Miami, Florida 33137. Our telephone number is (305) 576-6889. Our website is www.dynamicresponsegroup.com. The information on our website is not incorporated into and is not a part of this Quarterly Report.

Products and Services. Our success depends in part on our ability to offer products that reflect consumers' tastes and preferences and therefore, items are added and removed from our product line accordingly. Our current product offerings consist of Riddex Plus, an electronic pest control product that creates an irritating environment for rodents, roaches and other pests inside walls, chasing them from homes and deterring future pests from entering. We launched Medico Express, a licensed durable medical equipment provider and subsidiary of the Company that provides direct-to-consumer Medicare reimbursed diabetic medical products targeting the Hispanic community in the United States, Puerto Rico and the Virgin Islands.

Products in Development and Testing. Both Vibio, an exercise platform wholly owned and developed by us, and Spin Fryer, a patented technology that allows for the cooking of fried foods with 50% less oil on the food after cooking, are still in development. We expect to have a working prototype of the Spin Fryer for retail consumers in late 2009. During the third quarter, we tested Aeropedic, a mattress topper constructed from high quality memory foam with adjustable functions, which we believe tested well and anticipate rolling out during January 2010. We also tested Gem Magic, a one step tool that allows consumers to add gems and rhinestones to fabric to create designer looks at a fraction of the cost, however this product did not meet our criteria for product development and we have dropped this product from consideration. We have also acquired the rights to market and sell a loan modification workbook which we anticipate rolling out during the first quarter of 2010.

Sales and Marketing. We purchase media to advertise our products and programs through radio, direct mail, the Internet and through DRTV or infomercials. Our primary focus on sales and marketing is through DRTV programming that we develop, test and produce in-house for distribution through licensed distributors in the United States. None of our products are currently sold outside the United States. We also use the Internet to sell our products and to provide information for each product to consumers. We offer each of our products through their own websites and promote our websites through visual media, print publications, product packaging and Internet links.

Distribution, Customer Service and Returns. Through each medium, we provide a phone number to our call centers that a consumer calls to order a product. The call center takes the order and transmits order and payment information to our fulfillment center. We also license our products and our advertising through distributors who invest in media and take a larger percentage of the sales. These distributors purchase the goods from us at wholesale and take on the responsibility of marketing our products. We currently outsource order fulfillment, payment processing, inventory management and customer service through Planet E Shop that allows us to distribute products, just-in-time, from a fulfillment center located in Dallas, Texas. This center oversees our customer support for Internet sales and returns and exchanges. Products ordered through one of our in-bound call center partners are generally shipped within 48 hours.

SUBSIDIARIES

The Company's wholly owned subsidiaries are TMK Holdings, Inc, a Florida corporation, Consumer Dynamix Corp, a Florida corporation, ProCede Corp, a Florida corporation and TV Short Force, Inc., a Florida corporation. The Company is the majority shareholder of Medico Express, Inc. (f/k/a USA 24/7, Inc.) a Florida corporation and is an equal interest holder of Dynamic Synergies, LLC, a Florida limited liability company.

RECENT DEVELOPMENTS

As set forth in a Current Report on Form 8-K filed on October 29, 2009, the Company entered into an agreement with Synergy I.P. Group, LLC ("Synergy") for the purpose of entering into a definitive agreement to acquire exclusive worldwide licensing rights to design, engineer, market and distribute the Commercial Spin Fryer for use in the restaurant and institutional food service industry. Reno R. Rolle, a director of the Company, is the President and partner of Synergy. Under the proposed terms of the acquisition, the Company and Synergy will conduct operations through Dynamic Synergies, LLC ("Dynamic Synergies"). Dynamic Synergies will finance costs associated with the Commercial Spin Fryer including costs for design, engineering, registration of patents and trademarks, sales, marketing and distribution. Synergy and Dynamic Synergies will share profits and patent rights equally with final terms and conditions to be finalized pending execution of the definitive agreement.

OUTLOOK

As a result of lowering operating expenses, we recognized net income of $103,123 during the third quarter of 2009 up from $59,957 for the second quarter and a net loss of $341,516 during the first quarter. Gross profit, as a percentage of gross revenue, was consistent with the second quarter, which was higher than the first quarter 2009 and as compared to the same third quarter in 2008.

We expect the challenges resulting from the global economic downturn to stabilize throughout the remainder of fiscal 2009 and believe that our strategy of restructuring our product mix and reducing expenses and debt will help us weather the economic downturn in the long run and improve operating efficiency.

Management has worked with outstanding creditors and converted some of the Company's debt to equity, whereby the creditors received shares of Series B Preferred Stock. The Company has also taken steps to reduce its obligation to its 15% convertible note holders by converting the notes into a Series C Preferred Stock. To date, the Company has reduced liabilities by an aggregate of $2.2 million as a result of the conversions to Series B and Series C Preferred Stock.

The Company continues to work with its creditors to resolve outstanding media payable obligations. In late September 2009, the Company retained a consulting firm with extensive experience in accounts payable workouts to analyze the status of these accounts, assume negotiations on the Company's behalf and to advise management throughout the process. Settlements require management approval.

Our financial statements are consolidated to include the accounts of the Company and our wholly owned Florida subsidiaries, TMK Holdings, Inc, Consumer Dynamix Corp, ProCede Corp and TV Short Force, Inc. along with Medico Express, Inc., a Florida corporation of which the Company is the majority shareholder.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and accompanying notes included under Part I, Item 1 of this Quarterly Report and our audited financial statements and accompanying notes and the information set forth under Item 7 "Management's Discussion and Analysis or Plan of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2008 as filed on April 15, 2009 (our "2008 Annual Report").

Results of Operations - Comparative Three Month Periods Ended September 30, 2009 and 2008

We recognized net income of $103,123 for the three months ended September 30, 2009 as compared to a net loss of $116,592 for the same period in 2008.

NET REVENUE BY PRODUCT



                                        Three Months ended          Three Months ended
Product                                 September 30, 2009          September 30, 2008                Change
Riddex Plus                           $    1,685,557       86 %    $     7,622,142    79 %      ($5,936,585 )     -78 %
ProCede(1)                            $       15,221        1 %    $       399,415     4 %        ($384,194 )     -96 %
Turbo Cooker(2)                       $       40,518        2 %    $       641,357     7 %    $      40,518
The Official NASCAR Members Club(2)             ($80 )     -       $        61,646     1 %         ($61,646 )    -100 %
Legends of Soul(2)                                -        -       $       507,782     5 %        ($507,782 )    -100 %
Other                                 $      216,920       11 %    $       425,946     4 %        ($209,026 )     -49 %

* Less than 1%

(1) Due to underperforming sales, we discontinued our marketing efforts for this product during the second half of 2008. Sales during the third quarter 2009 reflect sales from residual orders.

(2) Products discontinued in 2008 and first part of 2009. Sales during the third quarter 2009 reflect sales from residual orders

Net revenue decreased $7,700,152 or 80% to $1,958,137 for the three months ended September 30, 2009 as compared to $9,658,289 for the three months ended September 30, 2008. The decrease in net revenue was due primarily to the aforementioned fewer product offerings during the third quarter as compared to the same quarter in 2008. By eliminating underperforming products, we realized an 81% decrease in returns and allowances, down to $210,307 for the three months ended September 30, 2009 as compared to $1,125,527 for the same three months 2008. Returns and allowances during the third quarter of 2009 were 10% of our gross revenue, no change as compared to returns for the same quarter in 2008.

As a result of our reduced product offerings, our cost of revenues decreased $2,177,467 or 83% to $444,278 for the three months ended September 30, 2009 as compared to $2,621,745 for the three months ended September 30, 2008. Cost of revenues, as a percentage, decreased slightly to 20% during the three months ended September 30, 2009 as compared to 24% for the same period in 2008. As a result of the decrease in our sales, gross profit decreased $5,522,685 or 78% to $1,513,859 for the three months ended September 30, 2009 as compared to $7,036,544 for the same three months ended September 30, 2008.

Total operating expenses decreased from $7,074,918 for the three months ended September 30, 2008 to $1,360,618 during the third quarter of 2009 as follows:

Selling and marketing expenses decreased $4,240,655 or 82% to $944,935 for the three months ended September 30, 2009 as compared to $5,185,590 for the same three months 2008. The decrease was due primarily to a 99% decrease in royalties; an 82% decrease in commissions; an 85% decrease in media and advertising; and an 81% decrease in fulfillment and freight.

Merchant charges decreased $352,695 or 83% to $72,672 as compared to $425,367 for the three months ended September 30, 2008. The decrease in credit card merchant fees is directly related to our decrease in revenue.

General and administrative expenses decreased $1,139,940 or 78% to $324,021 for the three months ended September 30, 2009 compared to $1,463,961 for the same period in 2008. The decrease was the result of allocations to our subsidiary Medico Express and reductions in staff.

Results of Operations - Comparative Nine-Month Periods Ended September 30, 2009 and 2008

We recognized a net loss of $(178,496) for the nine months ended September 30, 2009, as compared to a net loss of $(1,574,522) for the same period in 2008.