UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One) [X][X] QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR [ ] TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2021
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from ________to _________
Commission
file numberFile Number: 000-55889DENSE FOREST ACQUISITION CORPORATION (ExactGlobal Diversified Marketing Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 82-3707673 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9454 Wilshire Blvd. #612 Beverly Hills, CA 90212 (Address of principal executive offices) (zip code) 310-888-1870 (Registrant's
| Delaware | 82-3707673 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4042 Austin Boulevard, Suite B Island Park, New York | 11558 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code)
code: 800-550-5996
| Securities registered pursuant to Section 12(b) of the Act: None |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable | Not applicable | Not applicable |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes XYes[X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes[X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer,"
"accelerated filer"” “accelerated filer,” “smaller reporting company,” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer
| Large accelerated filer | [ ] | Accelerated filer | [ ] | |
| Non-accelerated filer | [ ] | Smaller reporting company | [X] | |
| Emerging growth company | [X] |
If an emerging growth company, X
(doindicate by check mark if the registrant has elected not check if a smaller reporting company)
to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X[ ] No Indicate[X]
As of May 17, 2021, the numberregistrant had 14,022,827 shares of shares outstandingits common stock issued and outstanding.
GLOBAL DIVERSIFIED MARKETING GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
MARCH 31, 2021
TABLE OF CONTENTS
| 1 |
PART I – FINANCIAL INFORMATION
The following unaudited interim financial statements of each ofGlobal Diversified Marketing Group, Inc. (referred to herein as the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
May 14, 2017
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
__________________________________________________________________________
CONDENSED FINANCIAL STATEMENTS
Condensed Balance Sheets as of March 31, 2018 (unaudited)
and December 31, 2017 2
Condensed Statement of Operations“Company,” “we,” “us” or “our”) are included in this Quarterly Report on Form 10-Q:
Global Diversified Marketing Group, Inc.
Financial Statements for the Three Months Ended March 31, 2018 (unaudited) 3
2021
Index to the Consolidated Financial Statements
Global Diversified Marketing Group, Inc.
Consolidated Balance Sheets
(Unaudited)
| March 31, 2021 | December 31, 2020 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 282,749 | $ | 62,555 | ||||
| Accounts receivable | 276,689 | 134,570 | ||||||
| Prepaid expenses | 66,509 | 31,444 | ||||||
| Inventory | 256,154 | 350,615 | ||||||
| Other assets | 13,872 | 10,890 | ||||||
| Total current assets | 895,973 | 590,074 | ||||||
| Property and equipment, net | 1,250 | 1,389 | ||||||
| Operating lease right of use assets | 10,202 | 14,257 | ||||||
| Other assets-security deposit | 1,600 | 1,600 | ||||||
| Total assets | $ | 909,025 | $ | 607,320 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expense | 311,401 | $ | 472,514 | |||||
| Current portion of operating lease payable | 10,788 | 15,732 | ||||||
| Government loans payable | 179,065 | 149,900 | ||||||
| Loans payable | 89,409 | 20,540 | ||||||
| Total current liabilities | 590,663 | 658,686 | ||||||
| Total liabilities | 590,663 | 658,686 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ Equity(Deficit): | ||||||||
| Preferred stock, Series A $.0001 par value, 1,000,000 shares authorized, 1,000 issued and outstanding | - | - | ||||||
| Common stock, $0.0001 par value, 100,000,000 shares authorized; 13,897,827 and 13,132,518 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 1,390 | 1,313 | ||||||
| Additional paid-in capital | 27,052,669 | 26,267,208 | ||||||
| Accumulated deficit | (26,740,324 | ) | (26,329,779 | ) | ||||
| Accumulated other comprehensive income | 4,627 | 9,892 | ||||||
| Total stockholders’ equity(deficit) | 318,362 | (51,366 | ) | |||||
| Total liabilities and equity | $ | 909,025 | $ | 607,320 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
Global Diversified Marketing Group, Inc.
Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2021 | March 31, 2020 | |||||||
| Sales, net | $ | 823,400 | $ | 339,961 | ||||
| Cost of goods sold | 488,853 | 171,858 | ||||||
| Gross margin | 334,548 | 168,103 | ||||||
| Operating expenses: | ||||||||
| General and administrative expense -related party | - | 26,020,400 | ||||||
| Payroll and taxes | 75,320 | 62,413 | ||||||
| Legal and professional fees | 524,610 | 34,591 | ||||||
| Rent | 4,356 | 4,203 | ||||||
| Selling, general and administrative and expenses | 143,484 | 37,795 | ||||||
| Total operating expenses | 747,770 | 26,159,402 | ||||||
| Income (loss) from operations | (413,222 | ) | (25,991,299 | ) | ||||
| Other (expense) | ||||||||
| Interest expense | (2,677 | ) | (10,483 | ) | ||||
| Miscellaneous income | - | |||||||
| Total other (expense) | (2,677) | (10,483 | ) | |||||
| Income (loss) before income taxes | (410,545 | ) | (26,001,782 | ) | ||||
| Provision for income taxes (benefit) | - | - | ||||||
| Net loss | $ | (410,545 | ) | $ | (26,001,782 | ) | ||
| Basic and diluted earnings (loss) per common share | $ | (0.03 | ) | $ | (2.00 | ) | ||
| Weighted-average number of common shares outstanding: | ||||||||
| Basic and diluted | 13,495,706 | 13,010,200 | ||||||
| Comprehensive income (loss): | ||||||||
| Net income(loss) | (410,545 | ) | (26,001,782 | ) | ||||
| Unrealized loss on foreign exchange | (5,265 | ) | - | |||||
| Comprehensive income (loss) | $ | (415,810 | ) | $ | (26,001,782 | ) | ||
The accompanying notes are an integral part of the consolidated financial statements.
Global Diversified Marketing Group, Inc.
Consolidated Statements of Changes in Stockholders’ Equity
| Preferred Stock | Common Stock | Additional Paid-in | Retained Earnings | Accumulated Other Comprehensive | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Capital | (Deficit) | Income(Loss) | Equity | |||||||||||||||||||||||||
| Balance, December 31, 2019 | - | $ | - | 13,010,200 | $ | 1,334 | $ | 77,966 | $ | (23,734 | ) | $ | - | $ | (95,248 | ) | ||||||||||||||||
| Net income (loss) | (26,001,782 | ) | (26,001,782 | ) | ||||||||||||||||||||||||||||
| Issuance of super-voting preferred stock | 1,000 | 26,020,400 | 26,020,400 | |||||||||||||||||||||||||||||
| Balance, March 31, 2020 | - | $ | - | 13,010,200 | $ | 1,334 | $ | 26,098,366 | $ | (26,025,516 | ) | $ | - | $ | (76,630 | ) | ||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Retained Earnings | Accumulated Other Comprehensive | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Capital | (Deficit) | Income(Loss) | Equity | |||||||||||||||||||||||||
| Balance, December 31, 2020 | - | $ | - | 13,132,518 | $ | 1,313 | $ | 26,267,208 | $ | (26,329,779 | ) | $ | 9,892 | $ | (51,366 | ) | ||||||||||||||||
| Common stock issued for services | 349,681 | 35 | 485,503 | 485,538 | ||||||||||||||||||||||||||||
| Common stock issued in private placements | 415,628 | 42 | 299,958 | 300,000 | ||||||||||||||||||||||||||||
| Net income(loss) | (410,545 | ) | (410,545 | ) | ||||||||||||||||||||||||||||
| Change in foreign currency translation | (5,265 | ) | (5,265 | ) | ||||||||||||||||||||||||||||
| Balance, March 31, 2021 | - | $ | - | 13,897,827 | $ | 1,390 | $ | 27,052,669 | $ | (26,740,324 | ) | $ | 4,627 | $ | 318,362 | |||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
Global Diversified Marketing Group, Inc.
Consolidated Statements of Cash Flows for
(Unaudited)
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2021 | March 31, 2020 | |||||||
| Cash flows from operating activities of continuing operations: | ||||||||
| Net income (loss) | $ | (410,545 | ) | $ | (26,001,782 | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Depreciation | 139 | 139 | ||||||
| Stock-based compensation -related party | - | 26,020,400 | ||||||
| Common stock issued for services | 485,538 | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (142,119 | ) | 13,264 | |||||
| Prepaid expenses | (35,065 | ) | 1,385 | |||||
| Right of use assets | 4,055 | 4,055 | ||||||
| Inventory | 94,460 | (119,165 | ) | |||||
| Other assets | (2,981 | ) | 3,385 | |||||
| Operating lease payable | (4,944 | ) | (4,944 | ) | ||||
| Cash overdraft | - | 197 | ||||||
| Accounts payable and accrued expenses | (161,113 | ) | 12,093 | |||||
| Net cash provided by (used in) operating activities | (172,575 | ) | (70,973 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Increase (decrease) in loans payable, net | 68,869 | 48,682 | ||||||
| Proceeds from private placements | 300,000 | |||||||
| Government loans | 29,165 | |||||||
| Net cash provided by (used in) financing activities | 398,034 | 48,682 | ||||||
| Effect of exchange rates on cash and cash and cash equivalents | (5,265 | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | 225,459 | (22,291 | ) | |||||
| Cash and cash equivalents at beginning of period | 62,555 | 22,291 | ||||||
| Cash and cash equivalents at end of period | $ | 282,749 | $ | - | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | 2,677 | $ | 10,483 | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
The accompanying notes are an integral part of the Three Months
Ended Marchconsolidated financial statements.
GLOBAL DIVERSIFIED MARKETING GROUP INC.
NOTES TO THE (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2018 (unaudited) 4
Notes to Condensed Financial Statements (unaudited) 5-8
______________________________________________________________________
DENSE FOREST ACQUISITION CORPORATION
CONDENSED BALANCE SHEETS
ASSETS
March 31, December 31,
2018 2017
------------ ------------
(Unaudited)
Current assets
Cash $ - $ -
------------ ------------
Total assets $ - $ -
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued liabilities $ 250 $ 1,000
------------ ------------
Total liabilities 250 1,000
------------ ------------
Stockholders' Equity
Preferred stock, $0.0001 par value
20,000,000 shares authorized;
none issued and outstanding at
March 31, 2018 and December 31,
2017, respectively - -
Common Stock, $0.0001 par value,
100,000,000 shares authorized;
20,000,000 shares issued and
outstanding at March 31, 2018
and December 31, 2017, respectively 2,000 2,000
Additional paid-in capital 1,712 312
Accumulated deficit (3,962) (3,312)
------------ ------------
Total stockholders' deficit (250) (1,000)
------------ ------------
Total liabilities and
stockholders' deficit $ - $ -
============ ============
The accompanying notes are an integral part of these unaudited
condensed financial statements.
2
______________________________________________________________________
DENSE FOREST ACQUISITION CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
For the three months
ended March 31, 2018
-------------------
Revenue $ -
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.
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.
4
______________________________________________________________________
DENSE FOREST ACQUISITION CORPORATION
Notes to Unaudited Condensed Financial Statements
2021 AND 2020
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.
Before 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 assurancesthe pandemic is highly uncertain and subject to change. During the three months ended March 31, 2020 our business was adversely impacted by COVID-19. Although our business has grown significantly over historic levels since March 31, 2020, we can be given thatnot determine if our business would have grown above current levels without the lingering impact of Covid-19.
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, andUS dollars. The Company has adopted a December 31 year-end.
Management’s Representation of Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements have been consistently appliedprepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing the accompanying unaudited condensedquarterly and annual financial statements. Certain information and footnote disclosures normally presentincluded in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"(“GAAP”) werehave been condensed or omitted pursuant toas allowed by such rules and regulations. Theregulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results for the
three months ended March 31, 2018of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.
Principles of Consolidation
The accompanying unaudited consolidated financial statements include the resultsaccounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash, accounts receivable from customers, accounts payable, and loans payable. The carrying amounts of these financial instruments approximates fair value due either to be expected for the year ending December 31, 2018.
USE OF ESTIMATES
length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with GAAPaccounting principles generally accepted in the United States of America 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
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with
original maturities of 90 days or less. The Company did not have cash
equivalents as of March 31, 2018 and December 31, 2017, respectively.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of March 31,
2018 and December 31, 2017, respectively.
5
______________________________________________________________________
DENSE FOREST ACQUISITION CORPORATION
Notes to Unaudited Condensed Financial Statements
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax
assets will not be realized.
Stock-Based Compensation
As of March 31, 20182021, 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
The Company considers all highly liquid investments with the original maturities of nine months or less to be cash equivalents. On March 31 2021, and December 31, 2017,
there were no deferred taxes due2020, the Company had $282,749 and $62,555 in cash, respectively.
Accounts Receivable
Accounts receivable are generated from sales of snack food products to retail outlets throughout the uncertainty of the realization of
net operating loss or carry forward prior to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity. As
of March 31, 2018 and December 31, 2017, there are no outstanding dilutive
securities.
FAIR VALUE OF FINANCIAL INSTRUMENTSUnited States. The Company follows guidance for accounting for fair value measurementsperforms ongoing credit evaluations of financial assetsits customers and financial liabilitiesadjusts credit limits based on customer payment and for fair value
measurementscurrent creditworthiness, as determined by a review 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
access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair values because 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 is 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.current credit information. The Company does not expect that the adoption of
this guidance will havecontinuously monitors credit limits for its customers and maintains a material impactprovision for estimated credit losses based on its condensed financial
statements.
6
______________________________________________________________________
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 accountinghistorical experience and any specific customer issues that have been identified. An allowance 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 woulddoubtful; accounts is provided against accounts receivable for amounts management believes may 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.uncollectible. The Company doeshistorically has not expect that adoption of this guidance will have a material
impacthad issues collecting 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 (includingaccounts receivable from its Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material
impact on the Company's present or future financial statements.
NOTE 2 - GOING CONCERNcustomers. The Company has not yet generated any revenue since inceptionfactors certain of its receivables to date
and has sustained operating loss of $650improve its cash flow.
Bad debt expense for the three months ended March 31, 2018. 2021, and 2020 were $-0- and $-0-, respectively. The allowance for doubtful accounts on March 31, 2021, and December 31, 2020, 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 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 recognizes 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 $59,782 and $6,682 during the three months ended March 31, 2021, and 2020, respectively.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
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 Internal Revenue Code. Instead of paying federal corporate income taxes, the stockholder(s) of an S Corporation are taxed individually on their proportionate share of the Company’s taxable income. Therefore, prior to the business 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 established standards for reporting and display of comprehensive income, its components, and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.
Income (Loss) Per Share
Basic income (loss) per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
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 recognition 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 ASC 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 be recorded on the balance sheet and are classified as either operating leases or finance leases. The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the 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 operations 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 working capital deficitsubstantial impact on our balance sheet. The most significant impact was the recognition of $250the operating lease right-of-use asset and the liability for operating 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 $44,602 to operating lease right-of-use assets and the related lease liability. The lease liability is based on the present value of the remaining minimum lease payments, determined under ASC 840, discounted using our secured incremental borrowing rate at the effective date of January 1, 2019, using the original lease term as the tenor. As permitted under ASC 842, we elected several practical expedients that permit us to not reassess (1) whether a contract is or contains a lease, (2) the classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs. The application of the practical expedients did not have a significant impact on the measurement of the operating lease liability.
NOTE 2 – GOING CONCERN
As of March 31, 2021, the Company had cash and cash equivalents of $282,749 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 $3,312 as of
December 31, 2017. The Company's continuation$(26,740,324). These conditions raise substantial doubt about the Company’s ability to continue as a going concern
is dependent on its ability to generate sufficient cash flows from
operations to meet its obligations and/or obtaining additional financing
from its members or other sources, as may be required.
concern.
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.
NOTE 3 – EQUITY
Common stock
The Company has 100,000,000 shares of $0.0001 par value common stock authorized. The Company had 13,897,327 and 13,132,518 shares of common stock issued and outstanding as of March 2021, and December 31, 2020, respectively. During the three months ended March 31, 2021, the Company will
require additional working capital from either cash flow from operationsissued a total of 765,309 shares as follows:
Services
249,681 shares were issued to a total of five consultants providing professional services to the Company. These shares were valued at $282,538.
25,000 shares each, or a total of 100,000 shares were awarded to four independent directors and were valued at $203,000.
All of these charges amounting to $485,503 were recorded as “professional fees” on the Company’s Consolidated Statements of Operations during the three months ended March 31, 2021.
Private placements of common stock
The Company raised $300,000 from the sale of its equity. However,415,628 shares to five accredited investors.
Preferred Stock
The Company has 20,000,000 shares of $.0001 par value preferred stock authorized. On February 24, 2020, the Company currentlyfiled 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 commitments from any third partiesconversion, dividend, or liquidation rights. Accordingly, the holders of A Stock will, by reason of their voting power, be able to control the affairs of the Company. The Company has issued 1,000 shares of A Stock to Paul Adler, the company’s Chief Executive Officer, and majority shareholder giving him effective voting control over the Registrant’s affairs for the purchaseforeseeable future.
As a result of its equity. Ifthe issuance of super-voting rights enabling him to vote 100,000,000 shares, Mr. Adler has effective voting control of approximately 99% of the Company. In conjunction with the issuance of these 1,000 preferred shares, the Company is unablerecorded stock compensation expense, related party of $26,020,400 during 2020.
NOTE 4 – RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2021 and 2020 the Company incurred wages of $73,750 and $52,500 respectively, related to acquire additional working capital,services provided to it will beby its executive officer. Additionally, during 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 three months ended March 31, 2021, and 2020 were $4,356 and $4,302 respectively. The lease also required to significantly reduce its current levelan advance payment of operations.
$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, 2021 | 15,732 | |||
| Total minimum lease payments | $ | 15,372 |
NOTE 3 - ACCRUED LIABILITIES
6 – LOANS PAYABLE
The Company had loans outstanding on March 31, 2021 and December 31, 2020, as follows:
Short Term
| March 31,2021 | Dec. 31, 2020 | |||||||
| Loan Builder (a) | $ | 89,409 | $ | 14,072 | ||||
| Credit Line - Blue Vine (a) | - | 6,468 | ||||||
| Total loans payable | $ | 89,409 | $ | 20,540 | ||||
| (a) | Represents notes payable from factoring with varying rates of interest and fees, and no set minimum monthly payments |
Long Term
As of March 31, 2018 and December 31, 2017,2021, the Company had accrued
professional fees$179,065 in long term loans outstanding compared to $149,900 as of $250 and $1,000, respectively.
NOTE 4 - STOCKHOLDERS' DEFICITDecember 31, 2020. On December 1, 2017,May 21, 2020, the Company issued 20,000,000 founders common
stockreceived 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. During the three months ended March 31, 2021 the Company received an additional forgivable SBA loan amounting to two directors$29,165.
NOTE 7 – INCOME TAXES
For the period ended March 31, 2021, the Company has incurred net losses and, officers for legal services provided totherefore, has no tax liability. The net deferred tax asset generated by the Company. loss carry-forward has been fully reserved.
NOTE 8 – CONCENTRATIONS
The Company is authorized to issue 100,000,000 sharesdoes a significant amount of common
stock and 20,000,000 shares of preferred stock. As ofits total business with 4 customers, as follows for the three months ended March 31, 2018,
20,000,000 shares2021 and 2020 (percentage of common stocktotal sales of $823,400 and no preferred stock were issued and
outstanding.
$339,961 respectively):
| 2021 | 2020 | |||||||
| Customer A | 31 | % | 42 | % | ||||
| Customer B | 23 | % | 24 | % | ||||
| Customer C | 19 | % | 16 | % | ||||
| Customer D | 15 | % | 11 | % | ||||
| Customer E | 10 | % | - | % | ||||
NOTE 5 -9 – SUBSEQUENT EVENT
Management has evaluated subsequent events through May 15, 2018,
the date which the financial statements were available to be issued.
Except for the events disclosed above, all subsequent events requiring
recognition have been incorporated into these financial statements
inEVENTS
In accordance with FASB ASC Topic 855, "Subsequent Events."
7
______________________________________________________________________
855-10, Subsequent Events, the Company has analyzed its operations subsequent to March 31,2021, to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.
ITEM 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Dense Forest Acquisition Corporation)(OPERATIONS.
The information set forth in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the "Company") was incorporated
on December 1, 2017 under the lawsmeaning of Section 27A of the StateSecurities Act of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected mergers
and acquisitions. The Company is a blank check company and qualifies1933, as an
"emerging growth company" as defined in the Jumpstart Our Business Startups
Act which became law in April, 2012.
Since inception the Company's operations to the balance sheet date
covered by this report were limited to issuing sharesamended, Section 21E of common stock to its
original shareholders and filing a registration statement on Form 10 on
March 8, 2018 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) increase in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to register its classour plans, liquidity, ability to complete financing, to enter into future agreements with companies, and plans to successfully expend our business operations and the sale of common
stock.
The Company hasour products. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. All forward-looking statements speak only as of the date of this Quarterly Report. Except to the extent required by law, we undertake no operations nor does it engageobligation to update or revise any forward-looking statements, or other information contained herein, whether as a result of new information, future events, a change in events, conditions, circumstances, or assumptions underlying such statements, or otherwise. We caution you therefore that you should not rely on any business activities
generating revenues.
As of March 31,these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance.
Overview
Global Diversified Marketing Group, Inc. (the “Company”) was incorporated on December 1, 2017, as a Delaware corporation under the name “Dense Forest Acquisition Corporation.” On November 26, 2018, the Company had not generated revenueseffected the acquisition of Global Diversified Holdings, Inc., a private New York snack and had
no income or cash flows fromgourmet food company (GDHI), pursuant to which Company acquired the operations since inception. and business plan of GDHI, and GDHI became our wholly-owned subsidiary.
The Company had sustained net lossis an early-stage global multi-line consumer packaged goods (“CPG”) company with branded product lines and is a food and snack manufacturer, marketer and distributor in the United States, Canada, and Europe. The Company is focused on developing and marketing products that appeal to consumers’ growing preference for healthy snack food and operates through snacks segments offering Italian Wafers, French Madeleines, Italian Croissants, Macaron Cookies, Wafer Pralines, and other wholesome snacks.
The Company intends to develop additional gourmet foods and snack products under its trademarked brands and to expand the Company’s offering portfolio by identifying, producing, and marketing new products. Management believes that the strategy of $650acquiring small brands regional brands and adding these to the Company’s national distribution can prove beneficial for the Company.
Impact of COVID-19
In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. During the three months ended March 31, 2020 our business was adversely impacted by COVID-19. Although our business has grown significantly over historic levels since March 31, 2020, we cannot determine if our business would have grown above current levels without the lingering impact of Covid-19.
Results of Operations
Comparison of Results of Operations for the Three Months Ended March 31, 2021 and 2020
Revenue and Cost of Sales
During the three months ended March 31, 2021 our revenues were $823,400 compared to $339,961 during the period ended March 31, 2020, an accumulated deficitincrease of $3,962$483,439, or an increase of approximately 142%. The increase is attributable to the addition of a significant big box retail customer, growth of our business with existing customers and a comparison to a prior year period adversely impacted by Covid-19.
Cost of sales was $488,853 for the three months ended March 31, 2021 compared to $171,858 for the three months ended March 31, 2020. The increase in cost of sales is due to increased sales levels. The gross margin was $334,548 or approximately 41% percent of sales, compared to a gross profit margin of $168,103, or approximately 49% of sales during the ended March 31, 2020. We believe our sustainable, ongoing margins will be in the range of 40-45%.
Operating expenses
During the three months ended March 31, 2021 our operating expenses were $747,770 compared to $26,159,402 during the three months ended March 31, 2020. Both periods include charges for non-cash stock based compensation due to stock issuances for services and the granting of super-voting preferred stock to the Company’s CEO in 2020. These stock based charges amounted to $485,438 and $26,020,400 during the periods ended March 31, 2021 and March 31, 2020, respectively. Excluding these charges, operating expenses would have been $262,332 for the period ended March 31, 2021, and $139,002 for the period ended March 31, 2020. The primary reasons for the increase in operating expenses excluding stock based compensation is due to an increase of $53,100, an increase of approximately $12,000 in payroll as well as other general and administrative expenses associated with supporting higher levels of revenue.
Other Income (Expense)
Other expense was comprised solely of interest expense which amounted to $2,677 during the period ended March 31, 2021 compared to $10,483 during the same three month period ended March 31, 2020. The decrease in interest expenses is due to lower levels of factoring required due to the Company’s improved profitability.
Liquidity and Capital Resources
As of March 31, 2021 we had $282,749 in cash compared to $62,555 in cash as of March 31, 2018, respectively.2020. Net cash used in operating activities increased to $172,575 in the 2021 period compared to $70,973 during the same period in 2020. The Company'sincrease in cash used is due to a reduction in liabilities, net of new borrowings of approximately $68,000. Cash flows from investing activities increased to $398,034 in the period ended March 31, 2021 compared to $48,682 during the 2020 period. The increase is attributable to the private placement of 415,628 restricted common shares to five accredited investors for $300,000 in total proceeds.
Going Concern
The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. On a consolidated basis, we have incurred significant operating losses since inception. The Company’s independent auditors have issued a report raisingauditor has indicated substantial doubt about the Company'sCompany continuing as a going concern based on the Company’s accumulated deficit and accrued liabilities. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. If we cannot obtain needed funds, we may be forced to reduce or cease our activities with consequent loss to investors. In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to accomplish our goals. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. At present,
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Estimates
Our financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses. We continually evaluate the Company has no operationsaccounting policies and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its abilityestimates used to obtain necessary equity 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
toprepare the financial community. Such services may include, whenstatements. The estimates are based on historical experience and if appropriate, the useassumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of an existing reporting company such as
the Company. Tiber Creek isoperations or financial position. Our critical accounting estimates are more fully discussed in continual discussions with client
companies for its assistance and the use of a company such as
the Company as a vehicleNote 2 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.
ITEMour unaudited financial statements contained herein.
Item 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk.
Information not required to be filed by Smaller Reporting Companies.
ITEM
Not applicable because we are an emerging growth company.
Item 4. Controls and Procedures.
Disclosures
Evaluation of Disclosure Controls 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 under
Under the supervision and with the participation of the Company's principal executive officer (who is
also theour management, including our president and principal financial officer).
Management is responsible for maintaining a system of internal
control over financial reporting ("ICFR") that provides reasonable
assurance regarding the reliability of such reporting and the
accuracy and reliability of the preparation of financial statements
of such. Management is 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'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 officerwho is directly involved in the day-to-day operations of the Company.
ThisCompany, as of March 31, 2021, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures were effective as of March 31, 2021 to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that our disclosure controls are effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our Chief Financial Officer, do not expect that our disclosure controls and procedures 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. The design of any system 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. Further, 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 our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.
Changes in Internal Control over Financial Reporting
During the period covered by this Quarterly Report, does not include an attestation report of
the Company's registered public accounting firm regardingthere were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management's report was not subject
We know of no active or pending legal proceedings against us, nor are we involved as a plaintiff in any proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to attestationus.
We are a smaller reporting company as defined by the Company's registered public accounting firm
pursuant to temporary rulesRule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Control Over Financial Reporting
There wasUse of Proceeds.
Except as set forth below, there were no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurredsales of equity securities sold during the period covered by this reportReport that has materially affected, or is reasonably likelywere not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
During the three months ended March 31, 2021, the Company sold and issued an aggregate of 415,628 shares of common stock to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings againstfive accredited investors for an aggregate of $300,000 pursuant to private negotiated transactions between the Company and each investor at the purchase price per share between $0.35 and $1.58.
On February 2, 2021, the Company is unawareissued 150,000 shares to a consultant for business development services provided to the Company.
On February 16, 2021, the Company issued 18,000 shares to an investment banking firm.
During February and March 2021, the Company issued 6,681 shares to a consultant’s designee for consulting services.
On March 16, 2021, the Company issued 25,000 shares to a consultant for business development services.
On March 1, 2021, the Company issued an aggregate of such proceedings contemplated against it.
Management is aware that certain current and prior blank check
companies100,000 shares of which Messrs. Cassidy and McKillop, the officers and
directors the officers and directorsour common stock to each of the Company havefour (4) newly-appointed directors (each director received subpoenas25,000 shares of common stock) in consideration for documents in regardservices to an inquirybe provided 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 ofeach director to the Company, has also received subpoenas
On March 31, 2021, the Company issued 50,000 shares to its counsel for legal services.
The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe is exempt 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 the past three years, the Company has issued 20,000,000
common shares pursuant to Section 4(a)(2)registration requirements of the Securities Act of 1933, at par as follows:
On December 1, 2017, the Company issued the following sharesamended, by virtue of its common stock:
Name Number of Shares
James Cassidy 10,000,000
James McKillop 10,000,000
ITEMSection 4(2) thereof.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM
Item 5. OTHER INFORMATION
(a) Not applicable.
(b) Other Information.
None.
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
Exhibits.
| Exhibit No. | Description | |
| Exhibits # | Title | |
| 31.1/31.2* | CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 | |
| 32.1/32.2* | CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
*Filed herewith
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. | ||
| Date: May 17, 2021 | By: | /s/ Paul Adler |
| Name: | Paul Adler | |
| Title: | Chief Financial Officer, President, Secretary and | |
| Treasurer (Principal Executive Officer and Principal | ||
| Financial and Accounting Officer) | ||
| 6 |