______________________________________________________________________
DENSE FOREST ACQUISITION CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
ForCash Flows for the threeThree and Six months ended March 31, 2018
-------------------
Revenue $June 30, 2020, and 2019F-4 | | |
Notes to the Consolidated Financial Statements | F-5 - Cost of revenues -
-----------------
Gross profit -
-----------------
Operating expenses 650
-----------------
Operating loss (650)
-----------------
Loss before income taxes (650)
Income tax expense -
-----------------
Net loss $ (650)
=================
Loss per share - basic and diluted $ (0.00)
=================
Weighted average shares - 20,000,000
basic and diluted =================
The accompanying notes are an integral part of these unaudited
condensed financial statements.
F-9 |
3
______________________________________________________________________
DENSE FOREST ACQUISITION CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the three months
ended March 31, 2018
-------------------
OPERATING ACTIVITIES
Net loss $ (650)
Expenses paid by stockholder and contributed
as capital 1,400
Changes in Operating Assets and Liabilities:
Increase in accrued liability (750)
----------------
Net cash provided by (used in) operating activities -
----------------
Net increase in cash -
Cash, beginning of period -
Cash, end of period $ -
===============
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income tax $ -
===============
Interest $ -
===============
The accompanying notes are an integral part of these condensed
unaudited financial statements.
1 |
4
______________________________________________________________________
DENSE FOREST ACQUISITION CORPORATION
Notes to Unaudited Condensed FinancialGlobal Diversified Marketing Group, Inc.
(Unaudited) Consolidated Balance Sheets
| | June 30, | | | December 31, | |
| | 2020 | | | 2019 | |
| | | | | | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 72,093 | | | $ | 22,291 | |
Accounts receivable | | | 106,114 | | | | 52,284 | |
Prepaid expenses | | | 25,990 | | | | 34,176 | |
Inventory | | | 203,779 | | | | 224,375 | |
Other assets | | | 2,147 | | | | 4,384 | |
Total current assets | | | 410,124 | | | | 337,509 | |
Property and equipment, net | | | 1,667 | | | | 1,945 | |
Operating lease right of use assets | | | 22,367 | | | | 30,477 | |
Other assets-security deposit | | | 1,600 | | | | 1,600 | |
Total assets | | $ | 435,758 | | | $ | 371,531 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable and accrued expense | | $ | 306,318 | | | $ | 332,059 | |
Current portion of operating lease payable | | | 20,517 | | | | 20,517 | |
Government loans payable | | | 29,800 | | | | - | |
Loans payable | | | 69,860 | | | | 98,471 | |
Total current liabilities | | | 426,494 | | | | 451,047 | |
Government loans payable-long term | | | 149,900 | | | | | |
Long term liability- operating lease | | | 5,844 | | | | 15,732 | |
Total liabilities | | | 582,238 | | | | 466,779 | |
| | | | | | | | |
Commitments and contingencies | | | | | | | | |
| | | | | | | | |
Stockholders’ Equity: | | | | | | | | |
Preferred stock, Series A $.0001 par value, 1,000,000 shares authorized, 1,000 issued and outstanding | | | - | | | | - | |
Common stock, $0.001 par value, 100,000,000 shares authorized; 13,070,200 and 13,010,200 issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | | | 1,361 | | | | 1,301 | |
Additional paid-in capital | | 26,218,509 | | | | 78,169 | |
Retained earnings deficit | | | (26,366,350 | ) | | | (174,718 | ) |
Total stockholders’ equity | | | (146,480 | ) | | | (95,248 | ) |
Total liabilities and equity | | $ | 435,758 | | | $ | 371,531 | |
The accompanying notes are an integral part of the consolidated financial statements.
Global Diversified Marketing Group, Inc.
(Unaudited) Consolidated Statements of Operations
| | Three Months | | | Three Months | | | Six Months | | | Six Months | |
| | Ended | | | Ended | | | Ended | | | Ended | |
| | June 30, | | | June 30, | | | June 30, | | | June 30, | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | |
| | | | | | | | | | | | |
Sales, net | | $ | 253,341 | | | $ | 418,638 | | | $ | 593,302 | | | $ | 674,290 | |
Cost of goods sold | | | 192,917 | | | | 288,044 | | | | 364,775 | | | | 473,463 | |
Gross margin | | | 60,424 | | | | 130,594 | | | | 228,527 | | | | 200,827 | |
Operating expenses: | | | | | | | | | | | | | | | | |
Stock based compensation -related party | | | - | | | | - | | | | 26,020,400 | | | | - | |
Payroll and taxes | | | 56,095 | | | | 63,663 | | | | 118,508 | | | | 127,274 | |
Legal and professional fees | | | 133,756 | | | | 13,081 | | | | 168,347 | | | | 15,081 | |
Rent | | | 4,204 | | | | 4,055 | | | | 8,407 | | | | 8,110 | |
General and administrative | | | 50,745 | | | | 60,656 | | | | 88,540 | | | | 87,884 | |
Total operating expenses | | | 244,800 | | | | 141,455 | | | | 26,404,202 | | | | 238,349 | |
Income (loss) from operations | | | (184,376 | ) | | | (10,861 | ) | | | (26,175,675 | ) | | | (37,522 | ) |
Other (expense) | | | | | | | | | | | | | | | | |
Interest expense | | | (5,475 | ) | | | - | | | | (15,958 | ) | | | (15,867 | ) |
Total other (expense) | | | (5,475 | ) | | | - | | | | (15,958 | ) | | | (15,867 | ) |
Income (loss) before income taxes | | | (189,850 | ) | | | (10,861 | ) | | | (26,191,632 | ) | | | (53,389 | ) |
Provision for income taxes (benefit) | | | - | | | | - | | | | - | | | | - | |
Net loss | | | (189,850 | ) | | | (10,861 | ) | | | (26,191,632 | ) | | | (53,389 | ) |
| | | | | | | | | | | | | | | | |
Basic and diluted earnings (loss) per common share | | $ | (0.01 | ) | | $ | (0.00 | ) | | $ | (2.01 | ) | | $ | (0.00 | ) |
| | | | | | | | | | | | | | | | |
Weighted-average number of common shares outstanding: | | | | | | | | | | | | | | | | |
Basic and diluted | | | 13,070,200 | | | | 13,113,936 | | | | 13,040,200 | | | | 13,237,935 | |
The accompanying notes are an integral part of the consolidated financial statements.
Global Diversified Marketing Group, Inc.
(Unaudited) Consolidated Statements of Changes in Stockholders’ Equity
For the Three and Six Months Ended June 30, 2020 and June 30, 2019
| | | | | | | | | | | Additional | | | Retained | | | Total | |
| | Preferred Stock | | | Common Stock | | | Paid-in | | | Earnings | | | Stockholders’ | |
| | Shares | | | Value | | | Shares | | | Value | | | Capital | | | (Deficit) | | | Equity | |
| | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2018 | | | - | | | $ | - | | | | 13,340,200 | | | $ | 1,334 | | | $ | 77,966 | | | $ | (23,734 | ) | | $ | 55,566 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Private placement of common shares | | | | | | | | | | | 40,000 | | | | 4 | | | | 36 | | | | | | | | 40 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | (33,043 | ) | | | (33,043 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance March 31, 2019 | | | - | | | $ | - | | | | 13,380,200 | | | $ | 1,338 | | | $ | 78,002 | | | $ | (56,777 | ) | | $ | 22,563 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (20,346 | ) | | | (20,346 | ) |
Private placement of common shares | | | | | | | | | | | 90,000 | | | | 9 | | | | 81 | | | | | | | | 90 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common shares returned by founders | | | | | | | | | | | (500,000 | ) | | | (50 | ) | | | 50 | | | | | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2019 | | | - | | | $ | - | | | | 12,970,200 | | | $ | 1,297 | | | $ | 131 | | | $ | (77,123 | ) | | $ | 2,307 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance December 31, 2019 | | | - | | | $ | - | | | | 13,010,200 | | | $ | 1,301 | | | $ | 78,169 | | | $ | (174,718 | ) | | $ | (95,248 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of super voting preferred stock | | | 1,000 | | | | - | | | | | | | | | | | | 26,020,400 | | | | | | | | 26,020,400 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | (26,001,782 | ) | | | (26,001,782 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, March 31, 2020 | | | 1,000 | | | $ | - | | | | 13,010,200 | | | $ | 1,301 | | | $ | 26,098,569 | | | $ | (26,176,500 | ) | | $ | (76,630 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income(loss) | | | | | | | | | | | | | | | | | | | | | | | (189,850 | ) | | | (189,850 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued for services | | | | | | | | | | | 60,000 | | | | 60 | | | | 119,940 | | | | | | | | 120,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2020 | | | 1,000 | | | $ | - | | | | 13,070,200 | | | $ | 1,361 | | | $ | 26,218,509 | | | $ | (26,366,350 | ) | | $ | (146,480 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
Global Diversified Marketing Group, Inc.
(Unaudited) Consolidated Statements of Cash Flows
| | Six Months | | | Six Months | |
| | Ended | | | Ended | |
| | June 30, | | | June 30, | |
| | 2020 | | | 2019 | |
| | | | | | |
Cash flows from operating activities of continuing operations: | | | | | | | | |
Net income (loss) | | $ | (26,191,632 | ) | | $ | (53,389 | ) |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | | | | |
Depreciation | | | 278 | | | | 278 | |
Stock-based compensation -related party | | | 26,020,400 | | | | | |
Common stock issued for services | | | 120,000 | | | | | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | (53,830 | ) | | | (35,725 | ) |
Prepaid expenses | | | 8,186 | | | | 2,507 | |
Right of use assets | | | 8,110 | | | | (36,492 | ) |
Inventory | | | 20,596 | | | | 302,179 | |
Other assets | | | 2,237 | | | | | |
Operating lease payable | | | (9,888 | ) | | | 31,514 | |
Accounts payable and accrued expenses | | | (25,741 | ) | | | (229,957 | ) |
Net cash provided by (used in) operating activities | | | (101,286 | ) | | | (19,085 | ) |
| | | | | | | | |
Cash flows from investing activities | | | - | | | | - | |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Increase (decrease) in loans payable, net | | | (28,612 | ) | | | 16,533 | |
Government loans | | | 179,700 | | | | - | |
Issuances of common stock | | | - | | | | 130 | |
Net cash provided by (used in) financing activities | | | 151,088 | | | | 16,663 | |
| | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 49,802 | | | | (2,422 | ) |
Cash and cash equivalents at beginning of period | | | 22,291 | | | | 21,515 | |
Cash and cash equivalents at end of period | | $ | 72,093 | | | $ | 19,093 | |
| | | | | | | | |
Supplemental disclosure of cash flow information: | | | | | | | | |
Cash paid for interest | | $ | 15,958 | | | $ | - | |
Cash paid for income taxes | | $ | - | | | $ | - | |
The accompanying notes are an integral part of the consolidated financial statements.
GLOBAL DIVERSIFIED MARKETING GROUP INC.
NOTES TO THE (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS JUNE 30, 2020 and 2019
NOTE 1 NATURE OF OPERATIONS AND– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Nature of Business
GLOBAL DIVERSIFIED MARKETING GROUP INC. (the “Company”), formerly known as Dense Forest Acquisition Corporation, (the "Company") was incorporated in Delaware on December 1, 2017, under the lawsand changed its name on June 13, 2018, as part of the state of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. The Company has been in the developmental stage
since inception and its operations to date have been limited to issuing
shares to its original shareholders and effecting a change in control. TheAs part of the change in control, its then officers and directors resigned and contributed back to the Company will attempt19,500,000 shares of the 20,000,000 outstanding shares of its common stock, and appointed new officers and directors. On June 14, 2018, the new management of the Company issued 12.500,000 shares of its common stock to locatePaul Adler, the then president of the Company.
On November 26, 2018, the Company effected the acquisition of Global Diversified Holdings, Inc. (“GDHI”), a private New York company owned by the Company’s president, with the issuance of 200 shares of the Company’s common stock in exchange for all of the outstanding shares of GDHI. GDHI became a wholly-owned subsidiary of the Company, and negotiate with a business entityits activity for the combination of that target companyperiods presented are reflected in these unaudited consolidated financial statements along with the Company.
Any combination will normally takeexpenses of the formCompany.
Prior to the acquisition of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instancesGDHI, the target company
will wishCompany had no business and no operations. Pursuant to structurethe acquisition, the Company acquired the operations and business plan of GDHI, which imports and sells snack food products. For accounting purposes, GDHI is considered to be the acquirer, and the equity is presented as if the business combination had occurred on January 1, 2017.
COVID-19
On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be withina global pandemic. In addition to the definition
ofdevastating effects on human life, the pandemic is having a tax-free reorganization under Section 351negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or Section 368slow the further spread of the Internal
Revenue Codedisease.
COVID-19 and the U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of 1986, as amended. No assurances can be given thatthe pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business or our operations.
Basis of Presentation
The unaudited consolidated financial statements of the Company will be successfulhave been prepared in locating or negotiatingaccordance with any target company. The
Company has been formed to provide a method for a foreign or domestic private
company to become a reporting company with a class of securities registered
under the Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significantgenerally accepted accounting policies presented below is designed
to assist in understanding the Company's unaudited condensed financial
statements. Such unaudited condensed financial statements and accompanying
notes are the representations of the Company's management, who are responsible
for their integrity and objectivity. These accounting policies conform to
accounting principles generally accepted in the United States of America ("GAAP")and are presented in all material respects,US dollars. The Company has adopted a December 31 year-end.
Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been consistently appliedeliminated in preparing the accompanying unaudited condensedconsolidation.
Fair Value of Financial Instruments
The Company’s financial statements.
Certain informationinstruments consist of cash, accounts receivable from customers, accounts payable, and footnote disclosures normally presentloans payable. The carrying amounts of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in annualthese financial statements.
Use of Estimates
The preparation of financial statements prepared in accordanceconformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") were
omitted pursuant to such rules and regulations. The results for the
three months ended March 31, 2018 are not necessarily indicative of
the results to be expected for the year ending December 31, 2018.
USE OF ESTIMATES
The preparation of unaudited condensed financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the condensed financial statements,
and the reported amounts of revenues and expenses during the reporting
periods.balance sheet. Actual results could differ from those estimates.
CASH
Stock-Based Compensation
As of June 30, 2020, the Company has not issued any share-based payments to its employees. Under the modified prospective method, the Company uses, stock compensation expense includes compensation expense for all stock-based compensation awards granted, based on the grant-date estimated fair value.
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well asCash Equivalents
The Company considers all highly liquid short-term investments with the original maturities of 90 dayssix months or less. The Company did not haveless to be cash equivalents as of March 31, 2018equivalents. On June 30, 2020, and December 31, 2017, respectively.
CONCENTRATION OF RISK
Financial instruments that potentially subject2019, the Company had $72,093 and $22,291 in cash, respectively.
Accounts Receivable
Accounts receivable are generated from sales of snack food products to concentrations
of credit risk consist principally of cash.retail outlets throughout the United States. The Company placesperforms ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current creditworthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for its customers and maintains a provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. An allowance for doubtful; accounts is provided against accounts receivable for amounts management believes may be uncollectible. The Company historically has not had issues collecting on its accounts receivable from its customers. The Company factors certain of its receivables to improve its cash flow.
Bad debt expense for the six months ended June 30, 2020 and 2019 were $3,039 and $-0-, respectively. The allowance for doubtful accounts on June 30, 2020, and December 31, 2019, was $-0-.
Inventory
Inventory consists of snack food products and packaging supplies, stated at the lower of cost or market.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its useful life are charged to expense as incurred.
Revenue Recognition
Beginning January 1, 2018, the Company implemented ASC 606, Revenue from Contracts with high quality banking institutions. Customers. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.
The Company didrecognizes revenue from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.
Advertising and Marketing Costs
The Company’s policy regarding advertising and marketing is to record the expense when incurred. The Company incurred advertising and marketing expenses of $17,381 and $4,839 during the six months ended June 30, 2020, and 2019, respectively.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not havebe recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash balances
inflows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the Federal Deposit Insurance Corporation limit ascarrying amount over the fair value of March 31,
2018the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Income Taxes
Income taxes are computed using the asset and December 31, 2017, respectively.
5
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DENSE FOREST ACQUISITION CORPORATION
Notes to Unaudited Condensed Financial Statements
INCOME TAXESliability method. Under ASC 740, "Income Taxes,"the asset and liability method, deferred income tax assets and liabilities are recognized fordetermined based on the future tax consequences attributable to temporary differences between the financial statement carrying amountsreporting and tax bases of existing assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using the currently enacted tax rates expected to apply to
taxable income inand laws. A valuation allowance is provided for the years in which those temporary differencesamount of deferred tax assets that, based on available evidence, are not expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or allrealized.
The Company’s wholly-owned subsidiary, with the consent of its stockholder, had elected to be taxed as an S Corporation under the provisions of the deferred tax
assets will not be realized. AsInternal Revenue Code. Instead of March 31, 2018 and December 31, 2017,
there were no deferredpaying federal corporate income taxes, duethe stockholder(s) of an S Corporation are taxed individually on their proportionate share of the Company’s taxable income. Therefore, prior to the uncertaintybusiness combination discussed above, the Company had made no provision for income taxes. Effective with the business combination, the wholly-owned subsidiary became a C-corporation, and the loss incurred in 2018 for the period as a C-corporation approximated $270,000. See Note 7. The Company’s income tax returns are open for examination for up to the past six years under the statute of limitations. There are no tax returns currently under examination.
Comprehensive Income
The Company has which established standards for reporting and display of comprehensive income, its components, and accumulated balances. When applicable, the realizationCompany would disclose this information on its Statement of net operating loss or carry forward priorStockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to expiration.
LOSS PER COMMON SHARE
owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.
Basic lossIncome (Loss) Per Share
Basic income (loss) per common share excludes dilution and is computed by dividing
net loss byhas been calculated based on the weighted average number of shares of common sharesstock outstanding during the period. Diluted loss per common share reflect
Recent Accounting Pronouncements
Adoption of ASC 842 - On January 1, 2019, we adopted FASB Accounting Standards Codification, or ASC, Topic 842, Leases, or ASC 842, which requires the potential
dilution that could occur if securitiesrecognition of the right-of-use assets and related operating and finance lease liabilities on the balance sheet. As permitted by ASC 842, we elected the adoption date of January 1, 2019, which is the date of initial application. As a result, the consolidated balance sheet prior to January 1, 2019, was not restated, continues to be reported under ASC Topic 840, Leases, or other contractsASC 840, which did not require the recognition of operating lease liabilities on the balance sheet, and is not comparative. Under ASC 842, all leases are required to issue common
stock were exercisedbe recorded on the balance sheet and are classified as either operating leases or converted into common stock or resultedfinance leases. The lease classification affects the expense recognition in the issuance of common stock that then sharedincome statement. Operating lease charges are recorded entirely in the lossoperating expenses. Finance lease charges are split, where amortization of the entity.right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. The expense recognition for operating leases and finance leases under ASC 842 is substantially consistent with ASC 840. As a result, there is no significant difference in our results of March 31, 2018operations presented in our consolidated income statement for each period presented.
We adopted ASC 842 using a modified retrospective approach for all leases existing on January 1, 2019. The adoption of ASC 842 had a substantial impact on our balance sheet. The most significant impact was the recognition of the operating lease right-of-use asset and December 31, 2017, there are no outstanding dilutive
securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidancethe liability for accounting for fair value measurementsoperating leases. Accordingly, upon adoption, leases that were classified as operating leases under ASC 840 were classified as operating leases under ASC 842, and we recorded an adjustment of financial$44,602 to operating lease right-of-use assets and financial liabilities and for fairthe related lease liability. The lease liability is based on the present value
measurements of nonfinancial items that are recognized or disclosed at
fair value in the unaudited condensed financial statements on a recurring
basis. Additionally, the Company adopted guidance for fair value
measurement related to nonfinancial items that are recognized and
disclosed at fair value in the unaudited condensed financial statements
on a nonrecurring basis. The guidance establishes a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to measurements involving
significant unobservable inputs (Level 3 measurements). The three
levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to
accessremaining minimum lease payments, determined under ASC 840, discounted using our secured incremental borrowing rate at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Leveleffective date of January 1, 2019, using the original lease term as the tenor. As permitted under ASC 842, we elected several practical expedients that are observable forpermit us to not reassess (1) whether a contract is or contains a lease, (2) the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs. The carrying amounts of financial assets such as cash approximate their
fair values becauseapplication of the short maturity of these instruments.
RECENT ACCOUNTING PRONOUNCEMENTS
In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations
(Topic 805): Clarifying the Definition of a Business". The amendments
in this ASU clarify the definition of a business with the objective of
adding guidance to assist entities with evaluating whether transactions
should be accounted for as acquisitions (or disposals) of assets or
businesses. Basically these amendments provide a screen to determine
when a set ispractical expedients did not a business. If the screen is not met, the amendments
in this ASU first, require that to be considered a business, a set
must include, at a minimum, an input and a substantive process that
together significantly contribute to the ability to create output and
second, remove the evaluation of whether a market participant could
replace missing elements. These amendments take effect for public
businesses for fiscal years beginning after December 15, 2017 and
interim periods within those periods, and all other entities should
apply these amendments for fiscal years beginning after December 15,
2018, and interim periods within annual periods beginning after
December 15, 2019. The Company does not expect that the adoption of
this guidance will have a material impact on its condensed financial
statements.
6
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DENSE FOREST ACQUISITION CORPORATION
Notes to Unaudited Condensed Financial Statements
In May 2017, the FASB issued ASU 2017-09, "Scope of Modification
Accounting", which amends the scope of modification accounting for
share-based payment arrangements, provides guidance on the types of
changes to the terms or conditions of share-based payment awards to
which an entity would be required to apply modification accounting
under ASC 718. For all entities, the ASU is effective for annual
reporting periods, including interim periods within those annual
reporting periods, beginning after December 15, 2017. Early adoption
is permitted, including adoption in any interim period. The Company
does not expect that adoption of this guidance will have a material
impact on its condensed financial statements and related disclosures.
In November 2016, the FASB issued Accounting Standards Update No. 2016-18,
"Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18").
The new guidance is intended to reduce diversity in practice by adding or
clarifying guidance on classification and presentation of changes in
restricted cash on the statement of cash flows. ASU 2016-18 is effective
for annual and interim periods beginning after December 15, 2017. Early
adoption is permitted. The amendments in this update should be applied
retrospectively to all periods presented. Managementbelieves that this
ASU will only impact the Company if it has restricted cash in the future.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic
230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-
15"). ASU 2016-15 will make eight targeted changes to how cash receipts and
cash payments are presented and classified in the statement of cash flows.
ASU 2016-15 is effective for fiscal years beginning after December 15, 2017.
The new standard will require adoption on a retrospective basis unless it
is impracticable to apply, in which case it would be required to apply the
amendments prospectively as of the earliest date practicable. Management
believes that the impact of this ASU to the Company's condensed financial
statements would be insignificant.
Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a materialsignificant impact on the Company's present or future financial statements.
measurement of the operating lease liability.
NOTE 2 -– GOING CONCERN
The
As of June 30, 2020, the Company has not yet generated any revenue since inception to datehad cash and has sustained operating losscash equivalents of $650 for$72,093 and an accumulated deficit of $26,366,650. Additionally on June 30, 2020 the three months ended
March 31, 2018. The Company had a working capital deficit of $250
and an accumulated deficit of $3,962 as of March 31, 2018 and a working
captial deficit of $1,000 and an accumulated deficit of $3,312 as of
December 31, 2017. The Company's continuation$16,370. These conditions raise substantial doubt about the Company’s ability to continue as a going concernconcern.
On April 17, 2020, the Company received a forgivable loan in the amount $28,642 of under the Federal Payroll Protection Program (“PPP”). While the rules under the PPP are complex and continue to evolve and be clarified, generally the PPP loan will be forgiven if, during a certain measuring period that begins with the receipt of the loan, at least 75% of the loan is dependent on its abilityapplied to generate sufficient cash flowsemployee payroll expense with the balance applied to rent and utilities and the recipient employer has employees equal to 90% of the number of employees it had prior to receipt of the loan. Management believes it will be able to make the required certifications by November 15, 2020 and the PPP Loan will be forgiven. To the extent the PPP Loan is not forgiven, it is converted into a two year loan with an interest rate of 1% per annum,
On May 21, 2020, the Registrant received a loan from operations to meet its obligations and/or obtaining additional financing
from its members or other sources,the Small Business Administration in the amount of $150,000 (the “SBA Loan”). The SBA Loan bears interest at 3.75% per annum and is payable over 30 years with all payments of principal and interest deferred for the first 12 months.
The PPP loan is being applied as may be required.
required under the PPP Program and the SBA Loan is being used for general working capital. These loans have improved the Company’s liquidity and working capital.
The accompanying unaudited condensed financial statementsconsolidated financials have been prepared assuming that the Company will continue as a going concern; however, the above
condition raises substantial doubt about the Company's ability to do so. The
unaudited condensed financial statementsconcern and, accordingly, do not include any adjustments to
reflectthat might result from the possible future effects on the recoverability and classificationoutcome of assets or the amounts and classifications of liabilities that may result
shouldthis uncertainty. If the Company beis in fact unable to continue as a going concern.
In order to maintain its current levelconcern, the shareholders may lose some or all of operations,their investment in the Company will
require additional working capital from either cash flow from operations
or from the sale of its equity. However, the Company currently has no
commitments from any third parties for the purchase of its equity. If the
Company is unable to acquire additional working capital, it will be required
to significantly reduce its current level of operations.
Company.
NOTE 3 - ACCRUED LIABILITIES
As– EQUITY
The Company has 100,000,000 shares of March 31, 2018$.0001 par value common stock authorized. The Company has 13,070,200 and 13,010,000 shares of common stock issued and outstanding as of June 30, 2020, and December 31, 2017,2019, respectively. During the six month period ended June 30, 2020 the Company had accruedissued 60,000 common shares to a consultant and recorded a charge to legal and professional fees of $250 and $1,000, respectively.
NOTE 4 - STOCKHOLDERS' DEFICIT$120,000.
The Company has 20,000,000 shares of $.0001 par value preferred stock authorized. On December 1, 2017,February 24, 2020, the Company issued 20,000,000 foundersfiled a Certificate of Designation for a class of preferred stock designated Class A Super Voting Preferred Stock (“A Stock”). There are 1,000,000 shares of A Stock designated. Each share of such stock shall vote with the common stock and have 100,000 votes. A Stock has no conversion, dividend, or liquidation rights. Accordingly, the holders of A Stock will, by reason of their voting power, be able to two directors and officers for legal services provided tocontrol the affairs of the Company. The Company is authorizedhas issued 1,000 shares of A Stock to issuePaul Adler, the company’s Chief Executive Officer, and majority shareholder giving him effective voting control over the Registrant’s affairs for the foreseeable future.
As a result of the issuance of super-voting rights enabling him to vote 100,000,000 shares, Mr. Adler has effective voting control of commonapproximately 99% of the Company. In conjunction with the issuance of these 1,000 preferred shares, the Company recorded stock compensation expense, related party of $26,020,400 for the six months ended June 30, 2020.
NOTE 4 – RELATED PARTY TRANSACTIONS
During the six months ended June 30, 2020, and 20,000,000 shares2019, the Company incurred wages of preferred stock. $111,911 and $94,500 respectively, related to services provided to it by its executive officer. Additionally, during the six months ended June 30, 2020, the Company’s CEO was awarded super-voting A Stock-see Note 3. Capital Stock
NOTE 5 – COMMITMENTS AND CONTINGENCIES
The Company entered into a 60-month lease agreement on October 1, 2016, to rent office space. The lease requires monthly payments of $1,600 for the first 24 months and after that increases by 3% each year, and contains one five year renewal option. Rental expenses under this lease for the six months ended June 30, 2020, and 2019 were $4,203 and $4,055 respectively. The lease also required an advance payment of $1,600 for the last month of rent as well as a $1,600 security deposit. Future minimum lease payments due under this operating lease, including renewal periods, are as follows:
Year ended December 31, 2020 | | $ | 22,367 | |
Year ended December 31, 2021 | | | 5,844 | |
Total minimum lease payments | | $ | 28,211 | |
NOTE 6 – LOANS PAYABLE
The Company had loans outstanding at June 30, 2020, and December 31, 2019 as follows:
Short Term
| | June 30, 2020 | | | Dec. 31, 2019 | |
Loan Builder (a) | | $ | 60,700 | | | $ | 86,184 | |
Government loan PPP Plan (b) | | | 29,800 | | | | - | |
Credit Line - Blue Vine (a) | | | 8,980 | | | | 12,287 | |
Total loans payable | | $ | 99,680 | | | $ | 98,471 | |
| (a) | Represents notes payable from factoring with varying rates of interest and fees, and no set minimum monthly payments |
| (b) | On April 17, 2020, the Company received a forgivable loan in the amount $28,642 of under the Federal Payroll Protection Program (“PPP”). While the rules under the PPP are complex and continue to evolve and be clarified, generally the PPP loan will be forgiven if, during a certain measuring period that begins with the receipt of the loan, at least 75% of the loan is applied to employee payroll expense with the balance applied to rent and utilities and the recipient employer has employees equal to 90% of the number of employees it had prior to receipt of the loan. Management believes it will be able to make the required certifications by November 15, 2020 and the PPP Loan will be forgiven. To the extent the PPP Loan is not forgiven, it is converted into a two-year loan with an interest rate of 1% per annum, |
Long Term
As of MarchJune 30, 2020 the Company had $149,900 in long term loans outstanding compared to $-0- as of December 31, 2018,
20,000,000 shares2019. On May 21, 2020, the Company received a loan from the Small Business Administration of common stock$150,000 (the “SBA Loan”). The SBA Loan bears interest at 3.75% per annum and no preferred stock were issuedis payable over 30 years with all payments of principal and outstanding.
NOTE 5 - SUBSEQUENT EVENT
Management has evaluated subsequent events through May 15, 2018,
the date which the financial statements were available to be issued.
Exceptinterest deferred for the events disclosed above, all subsequent events requiring
recognition havefirst 12 months.
NOTE 7 – INCOME TAXES
For the period ended June 30, 2020, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been incorporatedfully reserved.
The provision for Federal income tax consists of the following at June 30, 2020, and December 31, 2019:
| | 2020 | | | 2019 | |
Federal income tax benefit attributable to: | | | | | | | | |
Current Operations | | $ | 0 | | | $ | 6,900 | |
Less: valuation allowance | | | 0 | | | | (6,900 | ) |
Net provision for Federal income taxes | | $ | 0 | | | $ | 0 | |
NOTE 8 – CONCENTRATIONS
The Company does a significant amount of its total business with 4 customers, as follows for the six months ended June 30, 2020, and 2019 (percentage of total sales of $593,302 and $674,290 respectively):
| | 2020 | | | 2019 | |
Customer A | | | 35 | % | | | 29 | % |
Customer B | | | 24 | % | | | 25 | % |
Customer C | | | 17 | % | | | 25 | % |
Customer D | | | 10 | % | | | 19 | % |
NOTE 9 – SUBSEQUENT EVENTS
On July 30, 2020 the company entered into these financial statements
in accordancea service agreement with FASB ASC Topic 855, "Subsequent Events."
7
______________________________________________________________________
a website and social media consultant and issued 12,000 shares as partial payment for their services.
ITEM 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Dense Forest Acquisition Corporation)(
The Company has one wholly-owned subsidiary, Global Diversified Holdings Inc., through which it conducts all its operations.
Recent Developments
On April 17, 2020, the "Company") was incorporated
on December 1, 2017Company received a forgivable loan in the amount $28,642 of under the lawsFederal Payroll Protection Program (“PPP”). While the rules under the PPP are complex and continue to evolve and be clarified, generally the PPP loan will be forgiven if, during a certain measuring period that begins with the receipt of the Stateloan, at least 75% of Delawarethe loan is applied to engage in any
lawful corporate undertaking, including, butemployee payroll expense with the balance applied to rent and utilities and the recipient employer has employees equal to 90% of the number of employees it had prior to receipt of the loan. Management believes it will be able to make the required certifications by November 15, 2020 and the PPP Loan will be forgiven. To the extent the PPP Loan is not limitedforgiven, it is converted into a two-year loan with an interest rate of 1% per annum,
On May 21, 2020, the Registrant received a loan from the Small Business Administration of $150,000 (the “SBA Loan”). The SBA Loan bears interest at 3.75% per annum and is payable over 30 years with all payments of principal and interest deferred for the first 12 months.
These loans helped improve the Company’s liquidity and reliance on factoring during the CURRENT PERIOD.
Discussion of the Three and Six Month Periods Ended June 30, 2020, and the Period Ended June 30, 2019
Revenues and Cost of Sales
Sales for the three months ended June 30, 2020, were $253,341 compared to selected mergers
and acquisitions. The Company is$418,638 for the same three month period ended June 30, 2019, a blank check company and qualifies as an
"emerging growth company" as defineddecrease of $165,297. This decrease in the Jumpstart Our Business Startups
Act which became law in April, 2012.
Since inception the Company's operations2020 period is directly attributable to the balance sheet date
coveredimpact of COVID-19 on the US economy and our customers. Sales for the six months ended June 30, 2020, were $593,3012 compared to $674,290 for the same six month period ended June 30, 2019, a decrease of $80,988. Our sales level had been trending higher in our first quarter ended March 31, 2020 prior to the onset on COVID -19, however, there can be no assurance that we will be able to achieve our historic sales level in the immediate future.
For the six months ended June 30, 2020, we had four customers that represented 86% of our business, compared to 98% for the same four customers during the six months ended June 30, 2019. The loss of any these customers could have a material adverse impact on our business.
Our gross operating margin which is calculated by this reportsubtracting the cost of sales from revenue was $60,424 for the three months ended June 30, 2020, compared to $130,594 for the same three-month period ended June 30, 2019, a decrease of $70,170. This decrease is attributable to lower sales levels in 2020. Our gross margin as a percentage of sales was 23.9% in the three months ended June 30, 2020 compared to 31.1% in the same 2019 period.
Our gross operating margin was $228,527 for the six months ended June 30, 2020, compared to $200,827 for the same three-month period ended June 30, 2019, an increase of $27,700. This increase in operating gross margin is attributable to our product mix in 2020. Our gross margin as a percentage of sales was 38.5% in the six months ended June 30, 2020 compared to 29.8% in the same 2019 period. Our gross margin percentage will vary due to the mix of our product sales. As we grow larger, we expect our normalized gross margin percentages to be in the range of 35-40%, although there can be no assurances, because our margins may be impacted by COVID-19.
Operating Expenses
Operating expenses for the six months ended were limited$26,404,202 for the six months ended June 30, 2020, compared to issuing$244,800 during the six months ended June 30, 2019. The 2020 period includes a non-cash charge of $26,020,400 in stock-based compensation related to the issuance of the Series A Preferred Stock with super-voting rights to the Company’s chief executive officer, and a $120,000 non-cash charge to professional expenses due to the issuance of 60,000 restricted common shares to a consultant. See Note 3. Capital Stock. Excluding the charges of $26,020,400 and $120,000, operating expenses were $263,802 during the six months ended June 30, 2020, compared to $238,349, an increase of $24,453. This increase is primarily attributable to increased advertising expenses in the 2020 period to help support sales levels. Most of our operating expense are generally fixed, and we do not have the ability to reduce our operating expense proportionally with sales decrease in the future that may be caused by COVID-19.
Other Expense
Other expense was $15,958 comprised entirely of interest expense for the six months ended June 30, 2020, compared to $15,867 during the same period ended June 30, 2019.
Net loss
Net loss for the six months ended June 30, 2020 was $26,191,632 compared to a net loss of $53,389 for the six months ended June 30, 2019. The loss for the 2020 period includes a charge of $26,020,400 related to the issuance of super voting preferred stock -see Footnote 3. Equity, and a charge of $120,000 relating to the issuance of 60,000 shares of common stock to its
original shareholders and filing a registration statement on Form 10 on
March 8, 2018 withconsultant. Excluding these items, the Securities and Exchange Commission pursuantnet loss for the 2020 period is $51,232 compared to a net loss of $53,389 for the six months ended June 30, 2019. The slight decrease in the net loss in the 2020 period compared to the Securities Exchange Actsame period in 2019 is attributable to increased gross margin of 1934$27,700 in the six months ended June 30, 2020, offset by an increase of $25,453 in operating expense.
Liquidity and Capital Resources
Net cash used in operating activities was $101,286 during the six months ended June 30, 2020, compared to net cash used of $19,085 for the six months ended June 30, 2019, an increase of $82,201. The increase in net cash used in operating activities is attributable to net changes in operating assets and liabilities.
Net cash provided by financing activities during the six months ended June 30, 2020 was $192,093 compared to $19,093 during the same period six month period ended June 30, 2019. The increase is primarily attributable to the receipt of $178,642 in SBA financing due to COVID-19
Currently, the Company’s liquidity is provided by SBA COVID-19 loans and factoring. In the event COVID-19 results in continuing decreased sales and profits, our ability to obtain additional factoring for our receivables could be negatively impacted which could have a material adverse impact on our liquidity or our ability to remain as amended to register its class of common
stock.
a going concern.
Off-Balance Sheet Arrangements.
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, nor does it engage in any business activities
generating revenues.
As of March 31, 2018 the Company had not generated revenues and had
no incomeliquidity, capital expenditures or cash flows from operations since inception. capital resources.
Equipment Financing
The Company
had sustained net loss of $650 and an accumulated deficit of $3,962 for
the three months ended and as of March 31, 2018, respectively.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equityexisting equipment financing to continue
operations and/or to successfully locate and negotiate with a business entity
for the combination of that target company with it.
The president of the Company is the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community. Such services may include, when and
if appropriate, the use of an existing reporting company such as
the Company. Tiber Creek is in continual discussions with client
companies for its assistance and the use of a company such as
the Company as a vehicle to become a public company. As such the
Company may effect a change in control pursuant to such discussions.
The Company anticipates that it may effect a change in its name
to Global Diversified Holdings Group Inc. concurrently or subsequently
to this report in anticipation of a possible change in control.
When, and if, the Company effects a change in control, the Company
will file a Form 8-K announcing it.
If any change in control is effected, it is anticipated that
the then current management of the Company will resign as officers and
directors and will contribute back to the Company certain of the
shares currently held by it. Simultaneously new management will
be appointed and elected. New management may issue shares of the
Company's common stock to the new management or others.
At the time of filing this Report, no change in control has
not been effected or finalized.
arrangements.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Information not required to be filed by Smaller Reporting Companies.
reporting companies.
ITEM 4. Controls and Procedures.
CONTROLS AND PROCEDURES.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report.
The Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the Securities Exchange Act of 1934. The Company’s sole officer, its president, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this report under the supervision and with the participation of the Company'sCompany’s principal executive officer (who is also the principal financial officer) based on the criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Management is responsible for maintaining a system ofBased on this evaluation, management concluded that the Company’s internal control over financial reporting ("ICFR") that provides reasonable
assurance regarding the reliability of such reporting and the
accuracy and reliabilitywas effective as of the preparationdate of financial statementsreview, based on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of such. the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.
Management is also responsible to maintain records accurately and fairly to reflect transactions and transactions are recorded, as necessary. The controls should provide reasonable assurance regarding the prevention of unauthorized acquisition or use of assets.
In the present case of the Company, management maintained sole control of all financial transactions and all assets. Since the president of the Company is in sole control of the financial transactions and assets management believes that its control reasonably and adequately addresses the risk of a misstatement in the financial reporting. Based upon that evaluation, the principal officer believes that the Company'sCompany’s disclosure controls and procedures are effective in gathering, analyzing, and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized, and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.
This Quarterly Report does not include an attestation report of the Company'sCompany’s registered public accounting firm regarding internal control over financial reporting. Management'sManagement’s report was not subject to attestation by the Company'sCompany’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management'smanagement’s report in this Quarterly Report.
Changes in Internal Control Over Financial Reporting
There was no change in the Company'sCompany’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company'sCompany’s internal control over financial reporting.
PART II -- –OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the CompanyGLOBAL DIVERSIFIED MARKETING GROUP INC. (the “Company”) and the Company is unaware of any such proceedings contemplated against it.
Management is aware that certain current and prior blank check
companies of which Messrs. Cassidy and McKillop, the officers and
directors the officers and directors of the Company have received
subpoenas for documents in regard to an inquiry by the Securities and
Exchange Commission requesting documentation regarding the transactions
and filings for the past five years and former share ownership of certain
blank check companies.
Management of the Company has also received subpoenas
from the Securities and Exchange Commission in regard to certain of
the transactions and filings for the past five years of certain of
its blank check companies. Management has no independent knowledge or
information as to the intent or purpose of such subpoenas but believes
the SEC is investigating whether the change in control transaction is
considered a sale of a security and if so whether a broker needs to be
used to effect the transaction.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During
For the past three years,period covered by this Report, the Company has issued 20,000,000
common shares pursuant to Section 4(a)(2)not made any sales of equity securities not otherwise registered under the Securities Act of 1933
at par as follows:
On December 1, 2017, the Company issued the following shares of
its common stock:
Name Number of Shares
James Cassidy 10,000,000
James McKillop 10,000,000
Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DENSE FOREST ACQUISITION CORPORATION
By: /s/ James M. Cassidy
Chief Executive Officer
By: /s/ James M. Cassidy
Chief Financial Officer
Dated: May 15, 2018
| GLOBAL DIVERSIFIED MARKETING GROUP INC. |
| | |
| By: | /s/ Paul Adler |
| | President |
Dated: August 11, 2020 | | |
| | |
| By: | /s/ Paul Adler |
| | Chief Financial Officer |
Dated: August 11, 2020 | | |