As filed with the Securities and Exchange Commission on July 2, 2019May 7, 2021

Registration No. 333-         333-255532

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

GLOBAL DIVERSIFIED MARKETING GROUP INC.

(Exact name of registrant as specified in its charter)

Inc. Plan (USA)Paul Adler, Chief Financial Officer

Trolley Square,Global Diversified Marketing Group Inc.

4042 Austin Boulevard, Suite 20cB

Wilmington, De 19806Island Park, New York 11558

(800) 462-4633800-550-5996

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

with copy to

Lee Cassidy,

Mark Crone, Esq.

215 ApolenaEleanor Osmanoff, Esq.

The Crone Law Group, P.C.

500 Fifth Avenue, Suite 938

Newport Beach, California 92662

949-673-4510 949-673-4525 (fax)

4042 Austin Boulevard, Suite B

Island Park, New York, 11558NY 10110

800-550-5996Telephone: (917) 679-5931

(Address, including zip code, and telephone number, including area code

of registrant’s principal executive offices)

Approximate Date of Commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462©462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions “large accelerated filer,” “accelerated file,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

.

CALCULATION OF REGISTRATION FEE

The information contained in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and these securities may not be sold until that registration statement becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

GLOBAL DIVERSIFIED MARKETING GROUP INC.

750,000Offer of up to 5,000,000 shares of common stock offered by the Company at $2.00$1.60 per share

And 1,302,627 shares offered by selling shareholders as $1.60 per share

We are offering to sell of up to 5,000,000 shares of common stock, $0.0001 par value per share, of our common stock, in the self-underwritten primary offering (the “Primary Offering”), at the fixed price of $1.60 per share until such time as shares of our common stock are quoted on the OTCQX, the OTCQB marketplaces of OTC Markets Inc. or listed on any other national securities exchange or automated interdealer quotation system.

This prospectus also relates to the offer and sale of 750,0001,302,627 shares of our common stock Global Diversified Marketing Group, Inc. (the “Company”), $.0001 par value per share, by the holders thereof (theidentified in this prospectus, or their assigns (each a “Selling Shareholder” and, collectively, the “Selling Shareholders”) who are deemed to be statutory underwriters. The Selling(the “Selling Shareholders will offer their sharesOffering”) at athe fixed price of $2.00$1.60 per share (the “Shares”) until such time as shares of our common stock are quoted on the Shares areOTCQX, the OTCQB marketplaces of OTC Markets Inc. or listed on aany other national securities exchange or are quoted on the OTC Markets (or a successor): after which, the Selling Shareholders may sell their Shares at prevailing market or privately negotiated prices, including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale.automated interdealer quotation system, as described under “Plan of Distribution” herein.

FundsAny and all funds received by the Selling ShareholdersCompany for sales of the shares at any time in the Primary Offering will be immediately available to the Company, and there will be no refunds to investors from the Company for sales of Shares nor will any escrow account to hold such Selling Shareholders forinvestment funds be established by the Company. There is no fixed amount that must be reached or number of Shares that must be sold before any closing or use by them. Thethe Company will not receive anyof funds received from sale of the shares in the Primary Offering.

All net proceeds from the sale or other disposition of the Shares. All costs incurred in the registrationshares of the Shares are being bornecommon stock sold by the Company.

In addition, the price paid by present shareholders is less than the price paid by early investors or shareholders, therefore upon purchase of the Shares, such investors will experience a dilution in the value of their Shares.Industry.

The Company depends on its President to manage its business effectively and loss of the President could significantly impair the Company’s results.

The Company’s (throughCompany, through its subsidiary)subsidiary, has a developed track record of bringing successful new products to the retail chain buyers for the placement and sale of the Company’s products. This track record has been developed by the President of the Company, Paul Adler, and his ability to locate and produce unique and quality snack and gourmet foods attractive to the buyerbuyer’s market. The loss of Mr. Adler as the Company’s President or in active management of the Company could have a significant negative impact of the operations of the Company. Such a loss could impact the production of current product, the relationship with the retail chain stores and development of future products.

The Company’s founder beneficially owns and will continue to own a majority of the Company’s common stock and, as a result, can exercise control over shareholder and corporate actions.

Paul Adler, the founder and President of the Company, is currently the beneficial owner of approximately 97% of the Company’s outstanding common stock and assuming sale of all the Shares will own 81% of the Company’s then outstanding common stock upon closing of the offering. As such, he will be able to exert significant influence and potential control over matters requiring approval by shareholders, including the election of directors and approval of significant corporate transactions.

The Company’sOur independent auditors have issued a report raising a substantial doubt of the Company’sexpressed their concern as to our ability to continue as a going concern.

In their audited financial report, the Company’s independent auditors have issuedOn a comment that unlessconsolidated basis, the Company is able to generate sufficient cash flows from operations and/or obtain additional financing, there ishas incurred significant operating losses since inception and has a substantial doubt as to its ability toworking capital deficit and accrued liabilities. The consolidated financials have been prepared assuming that the Company will continue as a going concern. Asconcern and, accordingly, do not include any adjustments that might result from the outcome of December 31, 2018,this uncertainty. The Company’s existing operational cash flow may not be sufficient to fund presently anticipated operations, and the Company had cash and cash equivalentswill need to raise additional funds through alternative sources of $21,515 and an accumulated deficit of $23,734. Additionally, the Company had accounts payable and accrued liabilities of $357,909.financing. There is no assurance that we will be able to obtain additional funding when it is needed, or that such funding, if available, will be obtainable on terms acceptable to us. 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 conditionsfactors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company attributesIf the losses in 2018 to the legal fees incurred in order to go public. The Company is in a periodunable to obtain sufficient funding, our business, prospects, financial condition and results of expansion which causes some cash flow changes. The Company has a strong relationship with its suppliersoperations will be materially and has good credit terms with them. In order to meet such expansion demands the Company has a revolving credit facility in place. The Company has had discussions with its clients what needs toadversely affected, and we may be done to increase orders in 2019. If, in fact, the Company is unable to continue as a going concern, the shareholders may lose some or all of their investment in the Company.concern.

The gourmet and snack food markets are dominated by several large strong food producers.

A challenge facing potential new or expanding entrants in the market is the dominance of leading snack food producers, particularly industry leader PepsiCo. Large producers experience a high degree of brand and consumer loyalty and possess sufficient capital to invest in extensive advertising and promotions to obtain a greater market share. Furthermore, companies such as PepsiCo benefit from higher profit margins when compared with small- to medium-sized operators, enabling them to lower their product prices to engage in price-based competition with competitors. Multinational producers also experience lower per-unit costs due to economies of scale and scope. Although these factors do not prevent a prospect from entering the industry, they may hamper the success of new entrants.

In addition, many industry players have established relationships with downstream retailers, which may be difficult for new entrants to secure. Typically, supermarkets give companies with established brands the most optimal shelf space. Moreover, larger producers have established relationships with upstream suppliers, an advantage that new entrants may find difficult to replicate.

TheDuring the last two fiscal years the Company has had four major customers that account for 100%91% of its sales

TheHistorically, the Company has relied on a small number of customers to generate a large portion of its revenue. In 2020, four customers that represent 100% of its business in 2018 which is up from such customers representing 95%accounted for 91% of the company’s business in 2017. The largestCompany revenues. In 2019, the same four customers accounted for 91% of these customers represents 31% and the smallest 20%. The lossCompany’s revenues. Loss of any one of these four customers would have a material adverse impact on the Company’s businessour profitability and revenues until such time as the Company was able to locate other customers.liquidity. Although the Company believeswe believe that itwe could locate replacement customers, the initial loss of such revenues could hamper on going production and distribution of the Company. On January 27, 2021 we announced that we had successfully secured placement with a National Club Store Chain “Store Chain” for our premium snack to be stocked and sold in the Northeast Region. The initial order we received amounted to $282,880. We expect to receive additional orders although there can be no assurances.

No assurance of commercial success of any additional products.

The Company intends to seek and produce new products to add to its trademarked brands and to offer its buyers. The Company may spend a large portion of its revenues in locating and producing such products and the possible inability to market such products to the retail chain buyers, or the failure of such products to sell successfully once marketed could significantly impact the operations of the Company and impact its future ability to market other new products.

Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and operating results.

Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and operating results. To manage our growth effectively, we must continually evaluate and evolve our business and manage our employees, operations, finances, technology and development, and capital investments efficiently. Our efficiency, productivity and the quality of our business may be adversely impacted if we fail to appropriately coordinate across our business operations. Additionally, rapid growth may place a strain on our resources, infrastructure, and ability to maintain the quality of our production. If and when our structure becomes more complex as we add additional staff, we will need to improve our operational, financial and management controls as well as our reporting systems and procedures. Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating revenues.

As a food production company, all of our products must be compliant with regulations by the Food and Drug Administration, or FDA. Any non-compliance with the FDA could harm our business.

We must comply with various FDA rules and regulations, including those regarding product manufacturing, food safety, required testing and appropriate labeling of our products. While our products are compliance with current regulations by the FDA, it is possible that regulations by the FDA and its interpretation thereof may change over time. As such, there is a risk that our products could become non-compliant with the FDA’s regulations and any such non-compliance could harm our business.

Our intellectual property rights are critical to our success, and the loss of such rights could materially adversely affect our business.

We regard our trademarks and other intellectual property rights as critical to our success and attempt to protect such intellectual property with registered and common law trademarks, restrictions on disclosure and other actions to prevent infringement. However, there can be no assurance that other third parties will not infringe or misappropriate our trademarks and similar proprietary rights. If we lose some or all of our intellectual property rights, our business may be materially adversely affected.

We may be subject to claims alleging the intellectual property subject to our licensing agreements is violating the intellectual property rights of others.

We may face significant expense and liability as a result of litigation or other proceedings relating to intellectual property rights of others. We could be required to participate in interference proceedings involving issued patents and pending applications of another entity. The cost to us of any such proceeding could be substantial. An adverse outcome in an interference proceeding could require us to cease using the technology, substantially modify it or to license rights from prevailing third parties. There is no guarantee that any prevailing owner of intellectual property would offer us a license so that we could continue to engage in our activities, or that such a license is made available to us, could be acquired on commercially acceptable terms. In addition, third parties may, in the future, assert other intellectual property infringement claims against us with respect to our services, technologies or other matters.

We may be subject to significant liability should the consumption of any of our products cause or be claimed to cause illness or physical harm.

We sell products for human consumption, which involves risks such as product contamination or spoilage, product tampering, other adulteration, mislabeling and misbranding. Under certain circumstances, we may be required to, or may voluntarily, recall or withdraw products. Such withdrawal may negatively and significantly impact our sales and profitability for a period of time and could result in significant losses depending on the costs of the recall, the destruction of product inventory, product availability, competitive reaction and customer and consumer reaction. We may also be subject to claims or lawsuits resulting in liability for actual or claimed injuries, illness or death. Any of these events may result in a material adverse effect on our business. Even if a product liability claim or lawsuit is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or physical harm could adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image. Moreover, certain claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. We maintain product liability insurance in an amount that is required by our customers/retailers. However, we cannot be sure that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage. A product liability judgment against us or a product recall could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

The offering priceLimitations on director and officer liability and indemnification of the Shares has been determinedour officers and directors by the Company based on its past operations and estimated projections and such price should not be used by an investor as an indicator of the fair market value of the Shares.us may discourage stockholders from bringing suit against a director.

Currently there is no public marketOur Certificate of Incorporation and Bylaws provide, with certain exceptions as permitted by governing state law, that a director or officer shall not be personally liable to us or our stockholders for the Company’s common stock.breach of fiduciary duty as a director, except for acts or omissions. The offering price for the Shares has been determined by the Company based on its estimated projections and does not necessarily bear any direct relationship tocurrently have the assets, operations, book or other established criteriadirector and officer liability insurance but is in the process of value ofobtaining such coverage in the Company. Thus, an investor should be aware that the offering price does not reflect the fair market price of the Shares.near future.

ThereRisks Related to COVID-19

The uncertainty and extent of the COVID-19 pandemic may continue to have an adverse effect on our operations and on the global capital markets.

The current outbreak of COVID-19 could continue to have a material and adverse effect on the Company’s business operations. We sell our products throughout the United States and global markets to buyers which typically represent recognized large retail chain stores. Any disruptions or restrictions on the Company’s ability to travel or to distribute its products in the United States and in global markets, as well as temporary closures of production facilities would likely impact our sales and operating results. In addition, Covid-19 has been no prior public marketresulted in a widespread health crisis that could adversely affect the economies and financial markets of many other countries, resulting in an economic downturn that could affect demand for our products and significantly impact our operating results.

The extent to which our results continue to be affected by COVID-19 will largely depend on future developments which cannot be accurately predicted, including the duration and scope of the pandemic, governmental and business responses to the pandemic and the impact on the global economy, demand for our products, and our ability to provide our products, particularly as result of our employees working remotely and/or the closure of certain offices and production facilities. While these factors are uncertain, the COVID-19 pandemic or the perception of its effects could continue to have a material adverse effect on our business, financial condition, results of operations, or cash flows.

Risks Related to Our Common Stock

The Company’s sole officer beneficially owns and will continue to own a majority of the Company’s common stock and, the lack of suchas a market may make resale of the Shares difficult.result, can exercise control over shareholder and corporate actions.

No prior public market has existed forPaul Adler, the founder and President of the Company, is currently the beneficial owner of approximately 89.9% of the Company’s securitiesoutstanding common stock, and assuming sale of all the Shares, will own 66% of the Company’s then outstanding common stock upon closing of the offering. In addition, Mr. Adler owns 1,000 shares of Series A Super Voting Preferred Stock as such, he will have 94.2% of the voting power in the Company cannot assure any purchaser that a market will develop subsequentand thus be able to this offering. The Company intends to apply for quotationcontrol all matters requiring approval by shareholders, including the election of its common stock on the OTC QX or QB when appropriate. However, the Company does not know if it will be successful in such application, how long such application will take, or, if successful, that a market for the common stock will ever develop or continue on that or any other trading market. If for any reason a trading market for the Shares does not develop, investors may have difficulty selling their common stock should they desire to do so.directors and approval of significant corporate transactions.

The Company has authorized the issuance of preferred stock with certain preferences.

The board of directors of the Company is authorized to issue up to 20,000,000 shares of $0.0001 par value preferred stock. The board of directors of the Company (the “Board”) has the power to establish the dividend rates, liquidation preferences, and voting rights of any series of preferred stock, and these rights may be superior to the rights of holders of the Shares. The board of directorsBoard may also establish redemption and conversion terms and privileges with respect to any shares of preferred stock. Any such preferences may operate to the detriment of the rights of the holders of the Shares, and further, could be used by the board of directorsBoard as a device to prevent a change in control of the Company. To date nothe Company has designated 1,000,000 shares of Series A Super Voting Preferred Stock, each of which votes with the common stock and has 100,000 votes. Mr. Adler, our sole officer and a member of the Board, owns all the issued 1,000 shares of this class of preferred stock which gives him an additional 100,000,000 in any shareholder meeting.

Future capital raises may dilute our existing shareholders’ ownership, the value of their equity securities and/or have been designated nor issued.other adverse effects on our operations.

If we raise additional capital by issuing equity securities by acquisition of by equity financings, our existing shareholder’ percentage ownership may decrease, and these shareholders may experience substantial dilution. If we raise additional funds by issuing debt instruments, these debt instruments could impose significant restrictions on our operations, including liens on our assets. If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some rights to our technologies or products, or to grant licenses on terms that are not favorable to us or could diminish the rights of our shareholders. Furthermore, if we offer to sell our shares of common stock in subsequent offerings for the purchase price that is less than the purchase price of shares of common stock offered pursuant to this prospectus, this may impact the value of equity securities of the shareholders that are purchasing our shares of common stock in the offering pursuant to this prospectus. In addition, the issuance of such additional shares may impact the ability of any investor to sell their shares once such shares are eligible for sale.

The Company’s election not to opt out of JOBS Act extended accounting transition period may not make its financial statements easily comparable to other companies.

Pursuant to the JOBS Act, of 2012, as an emerging growth company, the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

The Company does not intend to pay dividends to its stockholders, so investors will not receive any return on investment in the Company prior to selling their interest in it.

The Company does not project paying dividends for the foreseeable future but anticipates that it will retain future earnings for funding the Company’s growth and development. Therefore, investors should not expect the Company to pay dividends in the foreseeable future. As a result, investors will not receive any return on their investment prior to selling their Shares in the Company, if and when a market for such Shares develops. Furthermore, even if a market for the Company’s securities does develop, there is no guarantee that the market price for the shares would be equal to or more than the initial per share investment price paid by any investor. There is a possibility that the Shares could lose all or a significant portion of their value from the initial price paid by investors in the offering pursuant to this offering.prospectus.

The Company’s“Penny Stock” rules may make buying or selling our common stock may be considered a penny stock and any investmentdifficult. Limitations upon Broker-Dealers Effecting Transactions in the Company’s stock will be considered a high-risk investment and subject to restrictions on marketability.“Penny Stocks”

If the Shares commence trading, the trading price of the Company’s common stock may be below $5.00 per Share. If the price of theTrading in our common stock is below such level, tradingsubject to material limitations as a consequence of regulations which limit the activities of broker-dealers effecting transactions in its“penny stocks.” Pursuant to Rule 3a51-1 under the Exchange Act, our common stock would be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended. These rules require additional disclosure by broker-dealers in connection withis a “penny stock” because it (i) is not listed on any trades generally involving any non-NASDAQ equity security thatnational securities exchange (ii) has a market price of less than $5.00 per Share,share, and (iii) its issuer (the Company) has net tangible assets less than $2,000,000 (if the issuer has been in business for at least three (3) years) or $5,000,000 (if the issuer has been in business for less than three (3) years).

Rule 15g-9 promulgated under the Exchange Act imposes limitations upon trading activities on “penny stocks”, which makes selling our common stock more difficult compared to selling securities which are not “penny stocks.” Rule 15a-9 restricts the solicitation of sales of “penny stocks” by broker-dealers unless the broker first (i) obtains from the purchaser information concerning his financial situation, investment experience and investment objectives, (ii) reasonably determines that the purchaser has sufficient knowledge and experience in financial matters that the person is capable of evaluating the risks of investing in “penny stocks”, and (iii) delivers and receives back from the purchaser a manually signed written statement acknowledging the purchaser’s investment experience and financial sophistication.

Rules 15g-2 through 15g-6 promulgated under the Exchange Act require broker-dealers who engage in transactions in “penny stocks” first to provide their customers with a series of disclosures and documents, including (i) a standardized risk disclosure document identifying the risks inherent in investing in “penny stocks”, (ii) all compensation received by the broker-dealer in connection with the transaction, (iii) current quotation prices and other relevant market data, and (iv) monthly account statements reflecting the fair market value of the securities.

There can be no assurance that any broker-dealer which initiates quotations for the Common Stock will continue to do so, and the loss of any such broker-dealer likely would have a material adverse effect on the market price of our common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described below, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Because our common stock is deemed a low-priced “penny stock,” it will be cumbersome for brokers and dealers to trade in our common stock, making the market for our common stock less liquid and negatively affect the price of our stock.

We will be subject to certain provisions of the Exchange Act, commonly referred to as the “penny stock” rules as defined in Rule 3a51-1. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Such rules require the delivery, before anySince our stock is deemed to be a penny stock, transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose varioustrading is subject to additional sales practice requirements on broker-dealers who sell penny stocksof broker-dealers. These require a broker-dealer to:

● Deliver to persons other than established customersthe customer, and accredited investors (generally institutions). For these typesobtain a written receipt for, a disclosure document;

● Disclose certain price information about the stock;

● Disclose the amount of transactions,compensation received by the broker-dealer must determine the suitabilityor any associated person of the broker-dealer;

● Send monthly statements to customers with market and price information about the penny stock; and

● In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, penny stock forrules and FINRA rules may restrict the purchaserability or willingness of broker-dealers to trade and/or maintain a market in our common stock. Also, prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.

We are an “emerging growth company” under the JOBS Act of 2012 and receivea “smaller reporting company” and, as a result of the purchaser’s written consentreduced disclosure and governance requirements applicable to the transactions before sale. The additional burdens imposed upon broker-dealers by such requirementsemerging growth companies and smaller reporting companies, our common stock may discourage broker-dealers from effecting transactionsbe less attractive to investors.

We are an “emerging growth company”, as defined in the Company’sJOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock which could impact the liquidityless attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the Company’sJOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We will remain an “emerging growth company” until the earlier of (i) the last day of the year following the fifth anniversary of the date of the completion of our initial public offering, (ii) the last day of the year in which we have total annual gross revenue of at least $1.07 billion, (iii) the last day of the year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock.stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year, or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period..

Even after we no longer qualify as an “emerging growth company,” we may still qualify as a “smaller reporting company,” which would allow us to continue to take advantage of many of the same exemptions from disclosure requirements, including, among other things, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, presenting only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements.

Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We may allocate the net proceeds from the Primary Offering in ways which differ from our estimates based on our current plans and assumptions discussed in the section titled “Use of Proceeds” and with which you may not agree.

The allocation of net proceeds of the Primary Offering set forth in the “Use of Proceeds” section below represents our estimates based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend on numerous factors, including market conditions, cash generated by our operations, business developments and related rate of growth. We may find it necessary or advisable to use portions of the proceeds from this Primary Offering for other purposes. Circumstances that may give rise to a change in the use of proceeds and the alternate purposes for which the proceeds may be used are discussed in the section entitled “Use of Proceeds” below. You may not have an opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use our proceeds. As a result, you and other shareholders may not agree with our decisions. See “Use of Proceeds” for additional information.

Since we are traded on the OTC Pink Market, an active, liquid trading market for our common stock may not develop or be sustained. If and when an active market develops the price of our common stock may be volatile.

Presently, our common stock is traded on the OTC Pink Market. Presently there is a very limited trading in our stock and there is no assurance that an active market will develop. In the absence of an active trading market, investors may have difficulty buying and selling or obtaining market quotations, market visibility for shares of our common stock may be limited, and a lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our common stock. The lack of an active market impairs your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares.

Trading in stocks quoted on the OTC Pink Market is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. The securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of shares of our common stock. Moreover, the OTC Pink Market is not a stock exchange and is not an established market, and trading of securities is often more sporadic than the trading of securities listed on a national stock exchange like the NYSE. Accordingly, you may have difficulty reselling any shares of common stock.

Management will have substantial discretion over the use of the proceeds of the Primary Offering and may not choose to use it effectively.

We plan to use the proceeds from the Primary Offering as set forth in the section entitled “Use of Proceeds.” Our management will have significant flexibility in applying the net proceeds of this Primary Offering and may apply the proceeds in ways with which you do not agree. The failure of our management to apply these funds effectively could materially harm our business.

FORWARD-LOOKING STATEMENTS

This prospectus contains, in addition to historical information, certain information, assumptions and discussions that may constitute forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially than those projected or anticipated. Actual results could differ materially from those projected in the forward-looking statements. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, the Company cannot assure an investor that the forward-looking statements set out in this prospectus will prove to be accurate. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company’s businesses can be affected by, without limitation, such things as natural disasters, economic trends, international strife or upheavals, consumer demand patterns, laborlabour relations, existing and new competition, consolidation, and growth patterns within the industries in which the Company competes and any deterioration in the economy may individually or in combination impact future results. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law we do not intend to update any of the forward-looking statements to conform these statements to actual results.

DETERMINATIONUSE OF OFFERING PRICEPROCEEDS

There is no public market forThe following table lists the Company’s common stock andanticipated use of proceeds from the price at whichsale of the Shares are being offered has been determinedshares in the Primary Offering by the Company, using its past operationsassuming sale of all the shares in the Primary Offering or a lesser amount thereof.

The Company is offering in the Primary Offering up to 5,000,000 shares on a best-efforts basis such that the funds received from an investment in this Primary Offering will be available to the Company immediately for use. Funds will not be placed in an escrow account and estimation of projected business and returnsthere is no minimum investment amount that needs to be reached before the funds are available for use by the Company. The share price does not necessarily bear any direct relationship to theEstimated use of proceeds:

Direct expenses include website upgrades, marketing materials including product samples, trademark applications, and outdoor marketing materials; long-term assets operations, book or other established criteria of value of the Company.include computer, accessories and office equipment.

DILUTION

Purchasers of the shares in the Primary Offering may experience immediate dilution in the value of their shares of common stock. The shares issued prior to the Primary Offering herein have been issued for a value less than share price offered herein. Therefore immediately after purchase of shares in this Company’s Primary Offering, the value of those shares will be reduced. In addition, if the Company sells shares in the future at a price less than the per share price offered herein, then the value of the shares purchased pursuant to this prospectus will be further reduced.

Dilution represents the difference between the initial public offering price per share paid by purchasers and the net tangible book value per share immediately after completion of the Primary Offering. Net tangible book value per share is the net tangible assets of the Company (total assets less total liabilities less intangible assets), divided by the number of shares of common stock outstanding.

The following illustrates this dilution per Share:

Sales of shares of our common stocks by the Selling Shareholders may negatively affect the market price of our stock but will not dilute the interests of our present shareholders.

MARKET FOR OUR COMMON STOCK AND DIVIDEND POLICY

Our Common Stock has been quoted on the OTC Pink Market under the trading symbol “GDMK” since January 21, 2020. Trading volume in our Common Stock has often been very limited. As a result, the trading price of our common stock have been subject to significant fluctuations. There can be no assurance that a liquid market will develop in the foreseeable future.

Transfer of our common stock may also be restricted under the securities or “blue sky” laws of certain states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

The Company does not anticipate that it will declare dividends in the foreseeable future but rather intends to use any future earnings for the development of its business.

SELLING SHAREHOLDER SALES

This prospectus relates toAs of May 6, 2021, the saleclosing bid price of 750,000 sharesour Common Stock was $1.65 per share and our stock was held of the Company’s common stockrecord by the31 holders of the Shares. The Selling Shareholders, who are deemed to be statutory underwriters, will offer their Shares at an offering pricerecord of $2.00 per share until such time as the Company’s common stock is listed on a national securities exchange or is quoted on the OTC Markets (or a successor); after which the Selling Shareholders may sell their Shares at prevailing market or privately negotiated prices, including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale.

Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Selling Shareholders in connection with sales of theour common stock. The Selling Shareholders may from time to time offer their Shares through underwriters, brokers-dealers, agents or other intermediaries. The distributionnumber of the common stockrecord holders does not include an indeterminate number of shareholders whose shares are held by the Selling Shareholders may be effectedbrokers in one or more transactions that may take place through customary brokerage channels, in privately negotiated sales; by a combination of these methods; or by other means.

The Company will not receive any portion or percentage of any of the proceeds from the sale of the Shares.street name.

PLAN OF DISTRIBUTION

General

The Selling Shareholders, who are deemed to be statutory underwriters, may seek an underwriter, broker-dealer or selling agent to sell the Shares. As of the date of this prospectus, no selling shareholder has entered into any arrangements with any underwriter, broker-dealer or selling agent for the sale of the Shares. The Company or the Selling Shareholders may attempt to locate broker-dealers or selling agents to participate in the sale of the Shares as long as the broker-dealers are registered with the Financial Industry Regulatory Authority (FINRA). Total compensation to such broker-dealers and finders will not exceed an amount equal to 10% of the gross proceeds received by any such Selling Shareholder.

The Company intends to maintain the currency and accuracy of this prospectus and to sell the Shares for a period of up to two (2) years, unless earlier closed, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission.

The offering will terminate 24 months following the date of the initial effectiveness of the registration statement to which this prospectus relates unless earlier closed or terminated.

Resales of the Securities under State Securities Laws

The National Securities Market Improvement Act of 1996 (“NSMIA”) limits the authority of states to impose restrictions upon resales of securities made pursuant to Sections 4(a)(1) and 4(a)(3) of the Securities Act of companies which file reports under Sections 13 or 15(d) of the Exchange Act. Resales of the Shares in the secondary market will be made pursuant to Section 4(a)(1) of the Securities Act (sales other than by an issuer, underwriter or broker). The resale of such Shares may be subject to the holding period and other requirements of Rule 144 of the General Rules and Regulations of the SEC.

Selling Shareholders

The Selling Shareholders, who are deemed to be statutory underwriters, will offer their Shares at an offering price of $2.00 per share until such time as the Company’s common stock is listed on a national securities exchange or is quoted on the OTC Markets (or a successor); after which, the selling shareholders may sell their shares at prevailing market or privately negotiated prices, including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale.

The distribution of the Shares may be effected in one or more transactions that may take place through customary brokerage channels, in privately-negotiated sales, by a combination of these methods or by other means. The Selling Shareholders may from time to time offer their shares through underwriters, brokers-dealers, agents or other intermediaries. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling shareholders in connection with sales of the Shares. The Company will not receive any portion or percentage of any of the proceeds from the sale of the Shares.

Of the 750,000 Shares included in the registration statement, of which this prospectus is a part, 250,000 are held by officers, affiliates or directors.

THE BUSINESS AND BUSINESS PLAN

Current Business Operations

The Company’sCompany operates as a global multi-line consumer packaged goods (“CPG”) company with branded product lines and is a food and snack manufacturer, marketer and distributor through its subsidiary Global Diversified Holdings, Inc.Inc (“GDHI”) is a successful snackin the United States, Canada, and gourmet food company. Hereinafter the term the “Company” refers to the Global Diversified Marketing Group, Inc. and its wholly owned subsidiary GDHI.

Europe. The Company travelsoperates in the worldsnack market segment and offers Italian Wafers, French Madeleines, Coconut Wafer Bites, Italian Filled Croissants, shelf-stable Macarons, and other gourmet snacks. We sell our products directly through various distribution channels comprising specialty, grocery retailers, food service distributors, direct store delivery (“DSD”) as well as vending, pantry, and the micro-market segment. Our sole officer attends global food trade shows to look forseek out innovative and unique products and snacks after whichproducts. Once the Company will source theseidentifies products and produces them underthat fit within its own trademarked brands for sale in the United States and global markets. Whendistribution channels, it locates exciting and suitable products, the Company will enter into a non-exclusive manufacturing contract with a factorythird parties to produce the productproducts under the Company’s own trademarked brands for sale in the United States andand/or global markets. The objective of the Company is to be a major manufacturer, marketer, and distributor of unique foods and gourmet snacks.

Currently, the Company maintains five 10-year trademarkedtrademarks for its brands; each of which trademarked brands coverscan and may cover numerous product lines with a numerous variety of productsunique identifiers (known as “SKU’s”)SKU’s) offered under that brand name. The Company hasWe have non-contractual on-going relationships with severalmany Fortune 500 companies including club and retail chain stores. The Company sellsWe sell directly to these companies which purchase the items from the Companyus and distribute the items to their outlets for sale by the outlets. The Companystores. We also sellssell and distributes to DSD distributors and food-service distributors which in turn service vending machine channels as well as food service distributors.micro-markets and coffee pantries.

The Company has filed a registration statement which was declared effective on May 14, 2019 by the Securities and Exchange Commission for the offer and sale by the Company of 2,500,000 shares of its common stock at an offering price of $2.00 per share. The Company has not commenced selling such shares and has not engaged any selling agent or underwriter for the sale of the shares.

Retail Outlets

The Company sells itsWe sell our products throughout the United States and global markets to buyers which typically represent recognized large retail chain stores. The products are then distributed by the chains to their local outlets. The Company locatesWe seek out and developsdevelop snacks and gourmet foods to brand under itsour trademarks based on feedback andmanagement’s beliefs as to consumer demand. The Company works closely with buyers to determine whatevaluate products with the intent to locate and produce and to supply to the buyers.identify products that have likely customer demand.

The Company intends to continue to seek to develop additional gourmet foods and snack products under its own trademarked brands expandingand to expand the Company’s offering portfolio.portfolio by identifying, producing, and marketing new products. Management believes that the acquisitionstrategy of acquiring small regional brands that have success in the regional markets and adding these to the Company’s national distribution can immediately generate additional revenue streamsprove beneficial for the Company.

The products are chosen based on the trend of consumer interests as garnered by the Company as well as certain requests from the buyers as to what they are looking for to add to their product offerings. If the product sales are not within the projected targets, then the Company will discontinue that product. To date, the Company has not discontinued a product for failure to meet its projected targets.Recent Developments

AlthoughIn 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 Company does not have long-term contracts with anyworld, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of retail chains, itthe 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”. The significant outbreak of COVID-19 has been supplying its current chainresulted in a widespread health crisis that has adversely affect the economies and financial markets worldwide, and has adversely affected our business, results of operations and financial condition. While we are unable to quantify the impact, we are aware that our restrictions on access to retail stores and other commercial activities has had an adverse effect on our results.

During 2020 we increased our revenue 26.1% above 2019 levels. We believe our revenue increase in 2020 would have been in excess of what we recorded had we not experienced the impact of Covid-19.

On January 27, 2021 we announced that we had successfully secured placement with a National Club Store Chain “Store Chain” for several years. Inour premium snacks to be stocked and sold in the food industry,Northeast Region. The initial order we received amounted to $282,880. We expect to receive additional orders although there arecan be no on-going contracts. A buyer will place a Purchase Order with the Company and the Company will deliver on it. If the product does well, the buyer typically will continue to reorder the product. Typical payment schedule for the Company’s products are net 30 day terms.assurances.

Vending Operations

In addition to placing its products with large retail specialty chains, the Company places itssupplies products into vending machineschannels throughout the United States.States through food service distributors. These vending machines are located in malls, service stations, and schools. The Company works with vending companies that have, in the aggregate, more than 100,000 machines nationwide. The Company supplies vending companies with product.products. The Company works directly with some vending companies and with others through its food service distributors. The broker pre-sells the products and the distributor services the accounts. When the distributor services the accounts, the distributor buys the product directly from the Company and pays on a net 10 day term.directly. Vending machine sales represent approximately 6% to 9% of our revenues.

Products and Trademarked Brands

The Company currently hasowns five trademark brands. Each trademark has a 10-year certification Each brand encompasses numerous SKUs whichthat are brought to the market from time to time. The Company produces its products for sale byprimarily on an “on request” basis from its retail chain buyers.buyers for sale through such chains. The Company’s five trademarks are listed below as follows:

The Company’s trademark brands are listed on the left below with sample products for several of the trademarked brands itemized:

The Company’s fifth trademark brand, “Nothing but Fruit”, registration no. 4365913, was sold to Welch’s Corporation but the Company has the right to use the name in perpetuity.

Retail Chain Buyers

The primary distribution of the Company’sour products arehas been through several majorspecialty retail chains. The Company worksWe work with the buyers who place ordersbuying office that determines placement for the Company’sour products. The retail chain represented by these buyers will then distribute the productproducts to its retail outlets.

MarketingOur Strategy and Strengths

TheWe believe a variety of favorable consumer trends, including a greater focus on health and wellness, increased consumption of smaller, more frequent meals throughout the day and a preference for convenient gourmet foods and snacks will continue to drive overall snacking growth within the overall market. Our Management believes that the Company’s products appeal to a wide range of consumers, including most all age brackets. The young snackers, classified as those being between the ages of 18-34, tend to consume more snacks thenthan average adultadults but the gourmet foods reach the broader adult market. The senior market tends to reduce snacks and gourmet foods.We expect to explore the development and acquisition of small regional brands and adding them to the Company’s national distribution within the United States and globally.

The Company anticipatesWe anticipate that itsour marketing strategy will use the internet and social media having viral marketing contents viaincluding Facebook, Instagram, and Twitter. The Company’sOur distribution channels consist of retailers, distributors, online e-commerce, and vending companies. The Company’s marketing strategy is primarily targeted toat the vendors and retail chain stores. The Company intends to utilize social media to create direct consumer interest in its products.

The Company anticipates utilizing the following opportunities to further their marketing program, and to obtain information to adjust and modify, as needed, the marketing program.:program, and to create direct interest in its products:

Networking. Networking iscould be a low-cost but often effective means for the Companyus to generate partnerships and growth while bolstering personal commitments to the Company. Management will join wholesalers’ associations to network with other food manufacturers and distributors.

Trade Shows.The Company plans to attend trade shows and exhibitions related to the food manufacturing industry, such as SIAL, PLMA Amsterdam, Thaifex, Fancy Food, CIBUS, ISM, and ANUGA among others. Through attendance at conventions and trade shows, management remains knowledgeable and informed about advancements, trends, and issues of concern in the market.

Direct Sales.The Company plans to employ a dedicated sales team to enact precise sales and promotional efforts.efforts in the near future.

Social Media and Food Blogging.The Company will manage its brandbrands on social media sites, such as Facebook, Instagram, and Twitter. Twitter has proven an effective platform to conduct customer satisfaction surveys as well as solicit customer feedback on food products.

The rise in popularity of the food blogging community has given consumers a massive platform on which to share their opinion and make their voices heard. This has led to a rise in consumer concerns about food, with increasing emphasis being placed on healthy eating and organic produce. The Company will use food blogging websites to promote its products and highlight benefits that appeal to a new generation of socially-aware consumers.

Website.Websites. A well-optimized website has been constructed, with proper site structure, page layout, and clear and easy navigation, along with targeted keywords embedded throughout the site to ensure prominent search engine placement and saturation. The Company’s website websites www.360worldsnacks.com is an, www.biscottelli.com, www.gdmginc.com, www.dolcibono.com, www.fruttatasnacks.com are important marketing asset.assets.

Product Activations

We anticipate that we will primarily target teens and adults up to age 65. The Company will set up blind taste test at neutral locations, in stores, mallsprimary target market is “Young Snackers” that are 18-34 years old and snack shopstend to let consumers sample productseat more snacks than other age groups. The trend of snacks between meals is especially strong with millennials and younger Americans. A quarter of American millennials, age 23 to determine consumer preferences,40, reported eating four or more times a day, compared to just 10% of Gen X and most importantly, find out the basis for those preferences. Is it the taste, the packaging, or Company image? This will also serve as an opportunity for the Company to highlight its products directly to the consumer.

The Market

According to the market research firm IBISWorld, the Snack Food Production Industry has seen an average annual growth rate9% of 3.1% over the last five years, with industry revenue approximately $41.6 billion in 2018. In 2018, imports are 2.3% of domestic demand for snacks. The industry is projected to see an average annual growth rate of 4% over the next five years, placing industry revenue at approximately $50.6 billion in 2023.

Baby Boomers. The Company believes that these trends bode well it and similar companies as the appetite for exotic and ethnic flavors showsenior age bracket (over 65) is not a long-term potential. strong snack market.

The Company isuse of co-packers for manufacturing and packaging of its products provides the most efficient and cost-effective means of operations for a small company like we are. It allows us to scale-up and meet growing demand, without having to invest in a position to capitalize on such current market opportunities by utilizing its current distribution networkour own industrial setting and a pull sales strategy, with direct input from without the buyer chains.high overhead costs of hiring salespeople as employees of the Company. The Company has been ableintends to maintain strong profit margins because with its continual work withemploy this model strategy in the buyers, it brings productsfuture and also to the market that the buyers are already seeking. This pullattract and retain experienced sales strategy leads to a good success rate in end consumer adoption, which leads to lower expenses and higher than average profit margins.team.

Competition

The snack food industry in the United States is very competitive, particularly in the savory and salty snack segment. In the United States, a study conducted and published by the Packaging Strategies magazine reported that snacks account for 51% of all food sales, and 92% of adults in the US have snacked within the last 24 hours.

The Company has observed an increased demand for “healthy” snacks. In the United States, companies are finding success in the “snackable” fruit and vegetable category, such as grapes or baby carrots..carrots.

A challenge facing entrants isin the snack and gourmet food market is the dominance of leading snack food producers, particularly the industry leader PepsiCo. Large producers may experience a high degree of brand and consumer loyalty and typically possess sufficient capital to invest in extensive advertising and promotions to obtain a greater market share. Furthermore, companies such as PepsiCo often benefit from higher profit margins when compared with small- to medium-sized operators, enabling them to lower their product prices and to engage in price-based competition with competitors. Multinational producers may also experience lower per-unit costs due to economies of scale and scope.

Leading Snack and Gourmet Food Industry CompaniesCorporate History

In addition to its already huge product base, PepsiCo announced that it has entered into an agreement to acquire Bare Foods Co., maker of baked fruit and vegetable snacks directed to the healthy eating snack food segment. Bare Snacks, which began by selling packaged baked apple chips, has expanded to banana and coconut snacks, as well as into vegetable chips, which are baked, rather than fried. The brand’s products are Non-GMO verified and are sold online and in natural and conventional retail channels across the country.

Snyder’s-Lance Inc. was created with the merger of Snyder’s of Hanover and Lance and is a leading national snack food manufacturer Snyder’s-Lance is a major producer in the snack food industry with its Diamond Foods Inc. brand..

Hearthside Foods, which is owned by Post Holdings, is based in Downers Grove, Illinois and produces organic and natural cereal, granola, and snacks such as bars and cookies. In fact, they describe themselves as America’s largest producer of grain-based bars.

Van’s Natural Foods is based in Peoria, Illinois and produces gluten-free a diverse line of natural breakfast foods and grain-based

THE COMPANY

Background

Global Diversified Marketing Group, Inc., formerly known as Dense Forest Acquisition Corporation (“Global” or the “Company”),Company was incorporated inas a Delaware corporation on December 1, 2017. The Company2017 under the name “Dense Forest Acquisition Corporation” and filed a registration statement on Form 10 with the Securities and Exchange Commission (“SEC”)SEC on January 19, 2018, registering its common stock by which it became a public reporting company sixty days thereafter.

Dense Forest Acquisition Corporation filedOn June 13, 2018, the Company effected a Form 8-K noticing the filing with the State of Delaware of an amendment to its Certificate of Incorporation to change its name to Global Diversified Marketing Group, Inc. as part of the change in control of the Company effected on June 13, 2018, with the resignation of the then officers and directors, contribution back to the Company of 19,500,000 shares of the 20,000,000 outstanding shares of its common stock by these former officers and directors, and the appointment of new officers and directors. In connection with this change of control, the Company filed an amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware, changing its name to Global Diversified Marketing Group Inc. On June 14, 2018, the new management of the Company issued 12,500,000 shares of its common stock to Paul Adler, the Company’s current sole officer and director. In April, 2019, the holdersthen president of the retained 500,000 shares contributed such shares back to the Company without consideration.

Acquisition of Global Diversified Holdings, Inc.Company.

On November 26, 2018, the Company effected the acquisition of Global Diversified Holdings, Inc., a private New York snack and gourmet food company, owned by the Company’s president (“GDHI”), by the Company with the issuance of 200 shares of the Company’s common stock in exchange for all the outstanding shares of common stock of GDHI (the “Acquisition”).GDHI. GDHI became a wholly-owned operating subsidiary of the Company.Company (the “Acquisition”). The transaction is accounted for as a combination of entities under common control since the date of the Acquisition.

Prior to the Acquisition, the Company had no business and no operations. Pursuant to the Acquisition, the Company acquired the operations and business plan of GDHI. The discussion hereinafter of the business and operations of the Company refer to the Company subsequent to the Acquisition of GDHI and all such discussions primarily report the operations of its subsidiary.now subsidiary unless otherwise so indicated.

Employees

The Company currently has three employees, including one executive officer, a newly-hired director of operations, and onea staff employee.

Subsidiaries

The wholly-owned subsidiary, Global Diversified Holdings, Inc., is the Company’s only subsidiary.

PropertyProperties

The Company hasdoes not own real properties. The Company leases its office headquartersspace at 4042 Austin Boulevard, Suite B, Island Park, New York 11558. The Company entered into a 60-month lease in October 2016 to rent 1,000 SF for $19,680 per year. The lease contains one five year renewal option.option with escalator clauses. The Company maintainsutilizes a 12,000 sq. ft.3PL warehouse in Inwood,Port Reading, New York.Jersey. The Company’s website is www.360worldsnacks.com. Management believes that its present facilities are adequate for its needs and that if it was required to do so, it could obtain similar facilities at a similar cost.

Legal Proceedings

There are no pending, threatened or actual legal proceedings in which the Company is a party.

Reports to Security Holders

In January, 2018, the Company (as Dense Forest Acquisition Corporation) filed a Form 10-12G general registrationManagement’s Discussion and Analysis of securities pursuant to the Securities Exchange ActFinancial Condition and Results of 1934, is a reporting company pursuant such Act and files with the SEC quarterly and annual reports and management shareholding information. The Company intends to deliver a copy of its annual report to its security holders, and will voluntarily send a copy of the annual report, including audited financial statements, to any registered shareholder who requests the same.

The Company’s documents filed with the Securities and Exchange Commission may be inspected at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001725911.

Jumpstart Our Business Startups ActOperations

In April, 2012, the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law. The JOBS Act provides, among other things: Exemptions for emerging growth companies from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to small companies; Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934; Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings; Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and Exemption from registration by a non-reporting company offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and such sales are exempt from state law registration, documentation or offering requirements. In general, under the JOBS Act a company is an emerging growth company if its initial public offering (“IPO”) of common equity securities was effected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of

(I) the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,

(ii) the completion of the fiscal year of the fifth anniversary of the company’s IPO;

(iii) the company’s issuance of more than $1 billion in nonconvertible debt in the prior three-year period; or

(iv) the company becoming a “larger accelerated filer” as defined under the Securities Exchange Act of 1934.

The Company meets the definition of an emerging growth company will be affected by some of the changes provided in the JOBS Act and certain of the new exemptions. The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.Financial Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of 1933 will differ from registration statements filed by other companies as follows:

(I) audited financial statements required for only two fiscal years;

(ii) selected financial data required for only the fiscal years that were audited;

(iii) executive compensation only needs to be presented in the limited format now required for smaller reporting companies. (A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)

However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company.

Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.

The JOBS Act also exempts the Company’s independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting Oversight Board (“PCAOB”) after the date of the JOBS Act’s enactment, except as otherwise required by SEC rule.

The JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company’s accounting firm or for a supplemental auditor report about the audit.

Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company’s independent registered public accounting firm to file a report on the Company’s internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company’s internal control over financial reporting.

Section 102(a) of the JOBS Act goes on to exempt emerging growth companies from the requirements in 1934 Act § 14A(e) for companies with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.

Other Items of the JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.

Section 106 of the JOBS Act permits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a road show.

Election to Opt Out of Transition Period. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the new or revised financial accounting standard.

The JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company (formerly Dense Forest Acquisition Corporation) was incorporated in the State of Delaware in December 2017. The purpose of the Company was to act as a vehicle to effect a business combination with a private company to facilitate the private company becoming a public report company. The Company originated as a blank check company and qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April 2012.

In June, 2018, the Company effected a change in control by the resignation of its then officers and directors, the recontribution of 19,500,000 shares of the Company’s common stock of the then 20,000,000 shares outstanding and the election of new management. In April, 2019, the holders of the remaining 500,000 shares recontributed such shares to the Company. New management issued 1xxx,000 shares of the Company’s common stock to Paul Adler. The Company filed Current Reports on Form 8-K to disclose the change of control and the change of name.

On November 26, 2018, GDHI, a private New York became a subsidiary of the Company through the exchange of 200 shares of the Company’s common stock for all the outstanding shares of GDHI.

Prior to the acquisition of GDHI as a subsidiary, the Company had no operations other than the administrative operations involved with the change in control.

The information discussed hereinbelowherein below reflects the results of the Company’s subsidiary, GDHI, a successfullyan operating company in the snack and gourmet food production, marketing, and distribution industry.

Discussion of the PeriodYears Ended March 31,2020 and 2019 and the Period Ended March 31, 2018

Revenues and LossesCost of Sales

Sales for the periodyear ended MarchDecember 31, 2020 were $1,660,726 compared to sales in 2019 of $256,035 were 15.7% higher than$1,317,092, an increase of $343,634 or approximately 26.1%. Our sales forincreases in the similar quarter in 2018 of $221,195. The increase was primarily due2020 period is attributable to the addition of several new customers, in 2019.new products as well as increased sales to existing customers; offset by the impact of Covid-19.

Historically, the Company has relied on a small number of customers to generate a large portion of its revenue. In 2020, four customers accounted for 91% of the Company revenues. In 2019, the same four customers accounted for 91% of the Company’s revenues. Loss of any one of these four customers would have a material adverse impact on the Company’s profitability and liquidity.

For the periodyear ended MarchDecember 31, 2019, the Company had2020, gross profit was $660,815 or 39.8% of $70,616 with operating expenses of $103,659 resulting in a net loss of $33,043revenue compared to gross profit for the similar periodof $371,002 or 28.2% of revenue. The increase in 2018gross profit as a percentage of $102,664 with operating expensessales (“gross margin”) is attributable to improved buying efficiencies at higher levels of $63,524 resulting in net income of $39,140. The loss in 2019 was primarily a result of the additional costs incurred of being a public company as well as increased warehousing costs for our inventory. We expect these increased warehousing costs to not continue on throughout the remainder of 2019.revenue.

Total current liabilitiesOperating expenses

Operating expenses for the periodyear ended MarchDecember 31, 20192020, were $360,297 including $246,361 in accounts payable and accrued expenses$26,821,661 compared to total current liabilities$492,031 for the same period in 2018 of $434,111. Loans payable increased to $113,936 at March 31, 2019 from $76,202 atended December 31, 2018.

For2019. The 2020 period includes a non-cash charge of $26,020,400 in stock-based compensation related to the three months ended March 31, 2019, the Company had four customers that represented 91% of its business; such customers represented 99%issuance of the company’s businessSeries A Preferred Stock with super-voting rights to the Company’s chief executive officer, and $168,529 in the three months ended March 31, 2018 The change isnon-cash charges to professional expenses due to the Company obtaining several new customers in 2019.issuance of restricted common shares to consultants and investment bankers, see Note 3. Capital Stock.

Excluding the charges of $26,020,400 and $168,529, operating expenses were $632,732 during the year ended December 31, 2020 compared to $492,031 or an increase of $140,701. This increase in 2020 is primarily attributable to increased advertising expenses of approximately $74,000 in the 2020 period to help support sales levels, increased warehouse storage charges of approximately $21,700; increased Amazon selling fees approximately $35,000 offset by reductions of approximately $35,000 in other general and administrative expenses.

Other income and (expense)

Other income and expense is comprised of other income items and interest expense. Other income was $5,785 for the year ended December 31, 2020, compared to $29,955 in other expense during the same period ended December 30, 2019. The improvement in other income and expense of $35,740 is attributable to the recording of income for the forgiveness of $28,642 in PPP loans, 11,442 in employee retention credits related to the governments COVID relief plans offset by an increase in interest expense of $4,344 over prior year levels.

Liquidity and Capital Resources

TheAs of December 31, 2020, and 2019, the Company has not incurred any significant long term debt duringhad $62,555 and $22,291 in cash on hand, respectively. Net cash used in operating activities was $41,597 compared to $21,663 for the development of its operations and as of Marchsame period ended December 31, 2019. The increase in net cash used in operating activities is primarily attributable to a reduction in operating losses in 2020 (after deducting non-cash stock compensation expense) compared to the 2019 period; more than offset by an increase in inventory levels.

Cash flows from financing activities increased to $71,969 for the period ended December 31, 2020, compared to $22,439 during the same period ended December 31, 2019. The increase in net cash provided from financing activities is attributable to the receipt of $149,900 in government PPP and EIDL loans in 2020 compared to zero in 2019, offset by a net reduction in loans payable of $77,931 in 2020 compared to loans of $22,269 during the comparable period in 2019.

A large portion of the Company’s liquidity in 2020 was provided by the SBA COVID-19 loans thus allowing the Company had current liabilities at March 31, 2019 aggregating $360,297 and current assets, not including inventory,to reduce its reliance on factoring. Additionally, in the second half of $43,022.the year the Company became marginally profitable from operations compared to losses in previous comparable periods In the event the Company cannot maintain its profitability going forward, it will have to rely on additional factoring or other sources of financing such as debt or equity. There can be no assurances that other forms of financing on reasonable terms, or continued higher levels of factoring will be available to the Company in the future.

Seasonality

The Company has filed a registration statement on Form S-1Company’s business is subject to seasonality with reduced sales in the fourth quarter of the year. Typically, sales are lower in the mid to end of the fourth quarter because the Company’s clients ramp up towards November and then they assess their inventory positions at year-end prior to placing new orders for the offer and sale of up to 2,500,000 shares of its common stock at a price of $2.00 per share for an aggregate offering price of $5,000,000. The registration statement was declared effective in May 2019; no offers or sales have yet been made.following year.

Off-Balance Sheet ArrangementsArrangements.

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, liquidity, capital expenditures or capital resources.

Equipment FinancingCritical Accounting Policies

The Company has no existing equipment financing arrangements.

Discussionfinancial statements of the Year Ended 2017 and Year Ended 2018

Revenues and Losses

Sales forCompany have been prepared in accordance with accounting principles generally accepted in the years ended December 31, 2018 and 2017 were relatively consistent with sales in 2018 of $1,161,995 and sales in 2017 of $1,298,372. For the year ended December 31, 2018 gross profit was $378,273 with expenses of $431,192 resulting in a loss of $52,919 compared to gross profit of $311,944 with expenses of $292,863 resulting in net income of $19,081 for the year ended December 31, 2017.United States. The increase in expenses included to a large part legal and other professional fees required to effect the Company’s initial public offering.

Total current liabilities for the year ended December 31, 2018 were $434,111 including $357,909 in accounts payable and accrued expenses compared to total current liabilities for year ended December 31, 2017 were $358,182 including $237,596 accounts payable and accrued expenses. Loans payable remained relatively consistent of $76,202 for the year ended December 31, 2018 and $75,586 for the year ended December 31, 2017.

The Company has four customers that represent 100% of its business in 2018 ranging which is up from such customers representing 95% of the company’s business in 2017. The largestpreparation of these customers represents 31%financial statements requires making estimates and judgments that affect the smallest 20%. However,reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the losscircumstances, the results of any onewhich form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these customers would have a material impact on the Company’s business and revenues until such time as the Company was able to locate other buyers. Presently the Company spends a minimum amount on advertising consisting of $3,424 and $2,015 for the years ended December, 31, 2018 and December 31, 2017, respectively.estimates under different assumptions or conditions.

During the years ended December 31, 2018 and 2017, the Company incurred consulting fees of $180,000 and $127,500 respectively, related to services provided to it by the president of the Company.

The Company has two short term credit line debts which have remained relatively consistent in the years ending December 31, 2018 and December 31, 2017:

Going Concern

The Company’s independent auditor has indicated substantial doubt about the Company continuing as a going concern based on the Company’s accumulated deficit and accrued liabilities. As of December 31, 2020, the Company had negative working capital of $68,612 and had a stockholder’s deficit of $51,366.

The consolidated financials have been prepared assuming that the Company attributeswill continue as a going concern and, accordingly, do not include any adjustments that might result from the losses in 2018 tooutcome of this uncertainty. If the legal fees incurred in regard to the filing of its registration statement on Form S-1 and steps to register the shares for public sale. The Company is in fact unable to continue as a periodgoing concern, the shareholders may lose some or all of expansion which causes some cash flow changes. The Company has a strong relationship with its suppliers and has good credit terms with them. In order to meet such expansion demandstheir investment in the Company has a revolving credit facility in place.Company.

Financial Statements and Supplementary Data

The financial statements for the year ended December 31, 2020, and 2019 are attached included in this prospectus beginning on page F-1.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no disagreements with the Company’s accountants on accounting or financial disclosure for the period covered by this report.

Controls and Procedures

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company evaluated 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 fiscal year under the supervision and with the participation of the Company’s principal executive officer (who is also the principal financial officer). There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. 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 officer is directly involved in the day-to-day operations of the Company.

Management’s Report of Internal Control over Financial Reporting

The Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Rule 13a-15 of the Exchange Act. The Company’s sole officer, its president, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020, based on those criteria. A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.

BF Borgers CPA PC., Lakewood, Colorado, the independent registered public accounting firm of the Company, has not issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as no such report is required for a smaller reporting company.

Changes in Internal Control Over Financial Reporting

In the fourth fiscal quarter of 2018, the Company changed control and consequently, the Company’s internal controls over its financial reporting were transferred to new management. However, such control rested with the principal officer prior to the change of control and with the change of control, it continues to rest with the principal officer, the Company’s sole officer. Thus such change has not materially affected or is not reasonably likely to materially affect, the Company’s internal control over financial reporting.

Critical Accounting Policies

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Equipment Financing

The Company has no existing equipment financing arrangements.

MANAGEMENT

MANAGEMENTDirectors, Executive Officers and Advisors

The following tables settable sets forth information regarding the Company’s boardnames and ages of directorsour officers and itsdirectors. Our executive officers.officers are elected annually by our Board. Our executive officers hold their offices until they resign, are removed by the Board, or a successor is elected and qualified.

Officers and Directors of Global Diversified Marketing Group, Inc. (the “Company”)

Paul Adler

President, Secretary, Chief Financial Officer and sole director of the Company.

Mr. Adler has a decade of experience in food manufacturing and marketing industries having served as a board member in two food manufacturing companies. He developed a strong desire to bring healthy beverages and snacks to the market which began after he saw there were no healthy alternatives. Mr. Adler spent the first decade of his career in the securities industry as a broker/dealer company branch manager where he supervised sixteen registered representative and was involved in all aspects of investment banking including public offerings and private placements. In 2008, Mr. Adler retired from the securities industry and established Beverage Brands, a company offering a line of healthy RTD teas and MATE fusion tea.

Beverage Brands’ product placement reached over 2500 supermarkets in the Northeast and South. In 2012, Mr. Adler established Fruttata Brand, a line of freeze dried healthy fruit snacks, under the corporate umbrella of Global Diversified Holdings, Inc., the subsidiary of the Company. Since 2012, Mr. Adler has worked with Global Diversified Holdings to continue its development as a manufacturer, marketer and supplier of unique products. Mr. Adler has extensive knowledge of day to day business operations ranging from Wall Street companies to running a private company and has been successful at establishing long-lasting business relationships throughout his career.

Directors

The Company is authorized to have at least one director but no more than five. Each of the Company’s directors serves for a term of one year or until a successor is elected and qualified. Set forth below is a brief description of the background and business experience of our executive officers and directors.

Paul Adler

President, Secretary, Chief Financial Officer and a director of the Company.

Paul Adler has over a decade of experience in food manufacturing and marketing industries having served as a board member in two food manufacturing companies. In 2012, Mr. Adler established Fruttata Brand, a line of freeze-dried healthy fruit snacks, under the corporate umbrella of Global Diversified Holdings, Inc., the subsidiary of the Company. Since 2012, Mr. Adler has worked with Global Diversified Holdings Inc., our subsidiary, in which he currently serves as a director, President, Chief Financial Officer and Secretary, to continue its development as a manufacturer, marketer and supplier of unique products. Mr. Adler has extensive knowledge of day-to-day business operations ranging from Wall Street companies to running a private company and has been successful at establishing long-lasting business relationships throughout his career.

James Curtis Donegan has 30 years sales and marketing experience in the food industry. Mr. Donegan’s has been the principal of Crestview Consultants since 2006 serving various food industry clients. Prior thereto worked for many food industry companies including P&G from 1979 to 1981, Pepsi from 1981 to 1983, Ragu Foods – Unilever from 1983 to 1989, McCain Elio’s Foods from 1989 to 1992 and others.

Michael Cascione is the founder and president of Group C, whose various companies provide Pantry, Micro Markets, Coffee and Vending services. Mr. Cascione’s original startup, CC Vending (CCV), began in 1989 was with a single beverage machine. CCV has subsequently grown into one of the largest vending companies on the East Coast, servicing over 15,000 machines, while managing the operations of several other companies throughout four states. Mr. Cascione, credits his early embrace and investment in technology as one of the keys to his and the company’s success. CCV currently develops new technology for Micro-Markets and creates healthy products for the K-12 market, where it services the nation’s largest public school system, the New York City Department of Education. In addition, Group C’s Metropolitan Coffee House roasts and packages its own coffee for OCS accounts throughout the tri-state area. Mr. Cascione continues to guide Group C’s expansion in both technology and geography; committing resources to research and development, as well as corporate acquisition.

Sandra G. Williams has been a consultant to a New York City sportswear and dress manufacturer since May 2018. Prior thereto was at TJX Corporation in various capacities from 2000 to 2018.

David Natan is a CPA (inactive) and has been CEO of David Natan & Associates since 2007. Prior thereto he was CFO for five listed public companies.

Directors Donegan, Cascione, Williams and Natan were appointed to the Board on February 24, 2021. On March 1, 2021, the Company granted 25,000 shares of common stock to each of these directors. In addition, the Company granted Mr. Natan another 25,000 shares of common stock in connection with his appointment as the member of the Audit Committee.

Director Independence

TheWith the exception of Paul Adler, our Board of Directors has determined that it does not have anyall of our directors are independent, directors as that term is defined by NASDAQ Marketplace Rule 5605(a)(2). In assessing the independence of the directors, the Board considers any transactions, relationships and arrangements between our Company and our independent directors or their affiliated companies. This review is based primarily on responses of the directors to questions in a director and officer questionnaire regarding employment, business, familial, compensation and other relationships with our Company or our management.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board and hold office until removed by the Board.

Committees of the Board

Audit Committee. The Company established its Audit Committee on April 5, 2021. The Audit Committee will (a) assists the Board in fulfilling its oversight of: (i) the quality and integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements relating to the Company’s financial statements and related disclosures; (iii) the qualifications and independence of the Company’s independent auditors; and (iv) the performance of the Company’s independent auditors; and (b) prepares any reports that the rules of the SEC require be included in the Company’s annual proxy statement. We appointed our new director, David Natan, as the member of the Audit Committee. Our Board may designate from among its members to appoint additional members to the Audit Committee in the future. We have not adopted a written audit committee charter at this time.

Other than the audit committee, the Company currently does not have nominating, compensation or auditany other committees, or committees performing similar functions nor does the Company have a written nominating, compensation or audit committee charter. The current Directors believeBoard believes that it is not necessary to have such committees, at this time, because they can adequately perform the functions of such committees. However, the Board may establish such committees in the near future upon the Board’s determination.

The Company does not currently have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.directors. The Directors believesBoard believe that, given the stage of the Company’s development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. The Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and does not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with the Board of Directors may do so by directing a written request addressed to our President and Director, at the address appearing on the first page of this filing.

Officers and Directors of Global Diversified Holdings, Inc. (“GDHI”)Family Relationships

The Company’s operating subsidiary, GDHI, has a separate boardThere are no family relationships between any of our directors from the Company which consists of:or executive officers.

Risk Certain Legal Proceedings

There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

Oversight

Effective risk oversight is an important priority of the Company. Because risks are considered in virtually every business decision, the Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

In lieu Prior to the establishment of anthe new Audit Committee, the Company’s directors areour entire Board was responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Company’s Directors reviewWith the Company’s internal accounting controls, practicesestablishment of the audit committee, the audit committee will perform this and policies.other functions, assisting the Board in fulfilling its oversight responsibilities.

Code of Ethics

The Company has not adopted a code of ethics. The Company anticipates that it will adopt a code of ethics when either the number of directors or the number of employees increases.

Section 16(a) Beneficial Ownership Reporting ComplianceDirector of Operations.

Section 16(a)Sergey Kats. Sergey Kats has started his employment with the Company as the director of operations on April 5, 2021. Prior to joining the Exchange Act may require executive officersCompany as the director of operations, Mr. Kats has worked in major business banking institutions. From March 2019 to March 2021, Mr. Kats served as Vice President Senior Bank Business Banker at Capital One Bank. From March 2012 to March 2019, he was employed with JP Morgan Chase Bank, starting as a Business Banker and Directors, and persons who own more than ten percentbecoming a Vice President Business Relationship Manager. Mr. Kats received his Associate Degree in Business Administration at Nassau Community College in May 2007. We do not have a written employment agreement with Mr. Kats, but the Company made an oral arrangement to pay Sergey Kats an annual salary in the amount of our$160,000. In addition, the Company issued 100,000 shares of its common stock to file reports of ownership and change in ownership with the SEC and the exchange on which the common stock is listed for trading. Executive officers, Directors and more than five percent (5%) stockholders are required by regulations promulgated under the Exchange Act to furnish us with copies of all Section 16(a) reports filed. Based solely on review of copies of the Section 16(a) reports filed for the fiscal years ended December 31, 2017, the Company believes that during the fiscal year ended December 31, 2017, such filings were madeMr. Kats upon his employment as a bonus.

ADVISORSAdvisors

In addition to the management team, the Company has developed an advisory team that supports the Company and provides guidance and credibility and contacts as needed. The advisors do not receive compensation for their assistance to the Company. The advisors include:

Michael Cascione.Michael Cascione, Sr. is the founder and president of Group C, whose various companies provide Pantry, Micro Markets, Coffee and Vending services. Mr. Cascione’s original startup, CC Vending (CCV), began in 1989 was with a single beverage machine. CCV has subsequently grown into one of the largest vending companies on the East Coast, servicing over 15,000 machines, while managing the operations of several other companies throughout four states. Mr. Cascione, credits his early embrace and investment in technology as one of the keys to his and the company’s success. CCV currently develops new technology for Micro-Markets and creates healthy products for the K-12 market, where it services the nation’s largest public school system, the New York City Department of Education. In addition, Group C’s Metropolitan Coffee House roasts and packages its own coffee for OCS accounts throughout the tri-state area.

Mr. Cascione continues to guide Group C’s expansion in both technology and geography; committing resources to research and development, as well as corporate acquisition. He is a lifelong advocate for innovation in the vending industry and continues to fulfill his goal of establishing its leading technology firm.

Anthony Cascione.Anthony Cascione is a lifetime member of the Vendingvending industry and a partner in Group C. Having started as a Technician’s Assistant, Mr. Cascione worked his way up throughAs the ranksdirector of operations of Route DriverDrive and Manager culminating in his current position as Director of Operations, where he oversees Micro Markets, Metropolitan Coffee House, and CC Vending divisions. As a specialist in operations and logistics, Mr. Cascione’s deployment of cloud-based management and telemetry systems have helped CCVCC Vending become one of the East Coast’s largest independent operators, with over 15,000 machines in a four-state area. He has similarly expanded Group C’s Micro Market facilities, which now operate throughout the region. Of particular note, is the 10-year extension of the New York City Department of Education contract, which was credited to Mr. Cascione’s management of the account and his stewardship throughout the renewal process. At the present time, there are over 3,000 machines operating in 1,400 schools.

Mr. Cascione is committed to the continued growth of Group C and its various companies. His knowledge of the industry and passion for innovation, along with his leadership, has provided the structure and strategy to continue its expansion in both operations and geography. Anthony Cascione is the son of Michael Cascione.

Oleg Kaplun.In 2010, Mr. Kaplun started a food distribution company in New York to service specialty and ethnic markets. He has continued to grow his company by expanding the customer base and introducing products from all over the world. He has increased truck fleet by 6-fold and continues to seek new opportunities by branching out in other markets. Currently, the assortment of the products that his company offers is up to 2500 SKU’s. Before founding his distribution company, Mr. Kaplun ran a national distribution company in Israel and was instrumental in building a multinational distribution network.

James Donegan.Beginning his career with Proctor & Gamble and PepsiCo, Mr. Donegan has a 30 plus-year track record of accomplishment as a sales and marketing executive in the food industry. As Vice President of Sales and Marketing at the Denver based VICORP Restaurants, Mr. Donegan pioneered a new division, building a $20M business in four years. Mr. Donegan has served as Senior Vice President Sales and Marketing at Phoenix-based Café Valley Bakery, as National Sales Manager at Ragu Foods and New Jersey-based McCain Ellio’s Pizza Company. He also served as Vice President of Sales and Marketing for Cereform USA, a food ingredient company based in Denver.

EXECUTIVE COMPENSATION

Summary Compensation

To date, the Company has not paid compensation to any executive officer or director. The Company’s subsidiary, GDHI, paid its president and director, Paul Adler, an annual compensation of $180,000. The Company anticipates that it will continue paying such compensation to Mr. Adler with annual increases as approved by the Board. The Company does not have any stock or option award plans in palce nor any incentive or deferred compensation plans.

The Company may choose to pay an additional salary or stock to its executive management in the future.

Narrative Disclosure to Summary Compensation Table

There are no current employment agreements between the Company and its executive officers. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers. There are no other stock option plans,No retirement, pension, or profit sharing, insurance programs, long-term incentive plans or other similar programs have been adopted by us for the benefit of our officers and directors other thanemployees. We had no outstanding equity awards as described herein.of the date of this prospectus.

Anticipated Officer and Director Remuneration

The Company has not entered intoThere were no outstanding equity awards made to any employment agreements with anyofficers or directors as of its officers. The Company anticipates that it will maintain the salary structure in place in GDHI, its subsidiary, with possible annual increases. In addition, the Company intends to pay annual salaries to other officers and intends to pay an annual stipend to its directors.December 31, 2020.

Although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision and dental insurance program. In addition, the Company plans to offer 401(k) matching funds as a retirement benefit, paid vacation days and paid holidays.

Employment Agreements, Termination of Employment, Change-in-Control Arrangements

The Company has not entered into any employment agreements with any officers or key personnel. TheIn connection with Mr. Kats’ employment, the Company orally agreed to provide to Sergey Kats an annual cash salary of $160,000. As of the date of this prospectus, the Company has three employees, including Paul Adler, our director and the sole officer, the director of operations and one staff employee. There are no oral agreementscompensation plans or understandingsarrangements, including payments to be made by us, with respect to Paul Adler that would result from the resignation, retirement or any officer or employee regarding base salary or other compensation. The Company has two employees, one of which is the Company’s president.termination.

There are no arrangements for officers, employees or advisors that would result from a change-in-control.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of May 7, 2021, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Exchange Act) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each of our directors (iii) each of our Named Executive Officers and (iv) all executive officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. The Company does not have any compensation plans. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each shareholder’s address is c/o Global Diversified Marketing Group Inc, 4042 Austin Boulevard, Suite B, Island Park, New York 11558.

The percentages below are calculated based on 14,022,827 shares of common stock issued and outstanding as of May 7, 2021.