Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 07, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Global Diversified Marketing Group Inc. | |
Entity Central Index Key | 0001725911 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,082,200 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 72,093 | $ 22,291 |
Accounts receivable | 106,114 | 52,284 |
Prepaid expenses | 25,990 | 34,176 |
Inventory | 203,779 | 224,375 |
Other assets | 2,147 | 4,384 |
Total current assets | 410,124 | 337,509 |
Property and equipment, net | 1,667 | 1,945 |
Operating lease right of use assets | 22,367 | 30,477 |
Other assets-security deposit | 1,600 | 1,600 |
Total assets | 435,758 | 371,531 |
Current liabilities: | ||
Accounts payable and accrued expense | 306,318 | 332,059 |
Current portion of operating lease payable | 20,517 | 20,517 |
Government loans payable | 29,800 | |
Loans payable | 69,860 | 98,471 |
Total current liabilities | 426,494 | 451,047 |
Government loans payable-long term | 149,900 | |
Long term liability- operating lease | 5,844 | 15,732 |
Total liabilities | 582,238 | 466,779 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, Series A $.0001 par value, 1,000,000 shares authorized, 1,000 issued and outstanding | ||
Common stock, $0.001 par value, 100,000,000 shares authorized; 13,070,200 and 13,010,200 issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 1,361 | 1,301 |
Additional paid-in capital | 26,218,509 | 78,169 |
Retained earnings deficit | (26,366,350) | (174,718) |
Total stockholders' equity | (146,480) | (95,248) |
Total liabilities and equity | $ 435,758 | $ 371,531 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Series A preferred stock, par value | $ 0.0001 | |
Series A preferred stock, authorized | 1,000,000 | |
Series A preferred stock, issued | 1,000 | |
Series A preferred stock, outstanding | 1,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 13,070,200 | 13,010,200 |
Common stock, outstanding | 13,070,200 | 13,010,200 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Sales, net | $ 253,341 | $ 418,638 | $ 593,302 | $ 674,290 |
Cost of goods sold | 192,917 | 288,044 | 364,775 | 473,463 |
Gross margin | 60,424 | 130,594 | 228,527 | 200,827 |
Operating expenses: | ||||
Stock based compensation -related party | 26,020,400 | |||
Payroll and taxes | 56,095 | 63,663 | 118,508 | 127,274 |
Legal and professional fees | 133,756 | 13,081 | 168,347 | 15,081 |
Rent | 4,204 | 4,055 | 8,407 | 8,110 |
General and administrative | 50,745 | 60,656 | 88,540 | 87,884 |
Total operating expenses | 244,800 | 141,455 | 26,404,202 | 238,349 |
Income (loss) from operations | (184,376) | (10,861) | (26,175,675) | (37,522) |
Other (expense) | ||||
Interest expense | (5,475) | (15,958) | (15,867) | |
Total other (expense) | (5,475) | (15,958) | (15,867) | |
Income (loss) before income taxes | (189,850) | (10,861) | (26,191,632) | (53,389) |
Provision for income taxes (benefit) | ||||
Net loss | $ (189,850) | $ (10,861) | $ (26,191,632) | $ (53,389) |
Basic and diluted earnings (loss) per common share | $ (0.01) | $ 0 | $ (2.01) | $ 0 |
Weighted-average number of common shares outstanding: | ||||
Basic and diluted | 13,070,200 | 13,113,936 | 13,040,200 | 13,237,935 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Deficit) [Member] | Total |
Balance at Dec. 31, 2018 | $ 1,334 | $ 77,966 | $ (23,734) | $ 55,566 | |
Balance, shares at Dec. 31, 2018 | 13,340,200 | ||||
Private placement of common shares | $ 4 | 36 | 40 | ||
Private placement of common shares, shares | 40,000 | ||||
Net income (loss) | (33,043) | (33,043) | |||
Balance at Mar. 31, 2019 | $ 1,338 | 78,002 | (56,777) | 22,563 | |
Balance, shares at Mar. 31, 2019 | 13,380,200 | ||||
Balance at Dec. 31, 2018 | $ 1,334 | 77,966 | (23,734) | 55,566 | |
Balance, shares at Dec. 31, 2018 | 13,340,200 | ||||
Net income (loss) | (53,389) | ||||
Balance at Jun. 30, 2019 | $ 1,297 | 131 | (77,123) | 2,307 | |
Balance, shares at Jun. 30, 2019 | 12,970,200 | ||||
Balance at Mar. 31, 2019 | $ 1,338 | 78,002 | (56,777) | 22,563 | |
Balance, shares at Mar. 31, 2019 | 13,380,200 | ||||
Private placement of common shares | $ 9 | 81 | 90 | ||
Private placement of common shares, shares | 90,000 | ||||
Common shares returned by founders | $ (50) | 50 | |||
Common shares returned by founders, shares | (500,000) | ||||
Net income (loss) | (20,346) | (10,861) | |||
Balance at Jun. 30, 2019 | $ 1,297 | 131 | (77,123) | 2,307 | |
Balance, shares at Jun. 30, 2019 | 12,970,200 | ||||
Balance at Dec. 31, 2019 | $ 1,301 | 78,169 | (174,718) | (95,248) | |
Balance, shares at Dec. 31, 2019 | 13,010,200 | ||||
Issuance of super voting preferred stock | 26,020,400 | 26,020,400 | |||
Issuance of super voting preferred stock, shares | 1,000 | ||||
Net income (loss) | (26,001,782) | (26,001,782) | |||
Balance at Mar. 31, 2020 | $ 1,301 | 26,098,569 | (26,176,500) | (76,630) | |
Balance, shares at Mar. 31, 2020 | 1,000 | 13,010,200 | |||
Balance at Dec. 31, 2019 | $ 1,301 | 78,169 | (174,718) | $ (95,248) | |
Balance, shares at Dec. 31, 2019 | 13,010,200 | ||||
Private placement of common shares, shares | 1,000 | ||||
Net income (loss) | $ (26,191,632) | ||||
Balance at Jun. 30, 2020 | $ 1,361 | 26,218,509 | (26,366,350) | (146,480) | |
Balance, shares at Jun. 30, 2020 | 1,000 | 13,070,200 | |||
Balance at Mar. 31, 2020 | $ 1,301 | 26,098,569 | (26,176,500) | (76,630) | |
Balance, shares at Mar. 31, 2020 | 1,000 | 13,010,200 | |||
Common stock issued for services | $ 60 | 119,940 | 120,000 | ||
Common stock issued for services, shares | 60,000 | ||||
Net income (loss) | (189,850) | (189,850) | |||
Balance at Jun. 30, 2020 | $ 1,361 | $ 26,218,509 | $ (26,366,350) | $ (146,480) | |
Balance, shares at Jun. 30, 2020 | 1,000 | 13,070,200 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities of continuing operations: | ||
Net income (loss) | $ (26,191,632) | $ (53,389) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 278 | 278 |
Stock-based compensation -related party | 26,020,400 | |
Common stock issued for services | 120,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (53,830) | (35,725) |
Prepaid expenses | 8,186 | 2,507 |
Right of use assets | 8,110 | (36,492) |
Inventory | 20,596 | 302,179 |
Other assets | 2,237 | |
Operating lease payable | (9,888) | 31,514 |
Accounts payable and accrued expenses | (25,741) | (229,957) |
Net cash provided by (used in) operating activities | (101,286) | (19,085) |
Cash flows from financing activities: | ||
Increase (decrease) in loans payable, net | (28,612) | 16,533 |
Government loans | 179,700 | |
Issuances of common stock | 130 | |
Net cash provided by (used in) financing activities | 151,088 | 16,663 |
Net increase (decrease) in cash and cash equivalents | 49,802 | (2,422) |
Cash and cash equivalents at beginning of period | 22,291 | 21,515 |
Cash and cash equivalents at end of period | 72,093 | 19,093 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 15,958 | |
Cash paid for income taxes |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business GLOBAL DIVERSIFIED MARKETING GROUP INC. (the “Company”), formerly known as Dense Forest Acquisition Corporation, was incorporated in Delaware on December 1, 2017, and changed its name on June 13, 2018, as part of a change in control. As part of the change in control, its then officers and directors resigned and contributed back to the Company 19,500,000 shares of the 20,000,000 outstanding shares of its common stock, and appointed new officers and directors. On June 14, 2018, the new management of the Company issued 12.500,000 shares of its common stock to Paul Adler, the then president of the Company. On November 26, 2018, the Company effected the acquisition of Global Diversified Holdings, Inc. (“GDHI”), a private New York company owned by the Company’s president, with the issuance of 200 shares of the Company’s common stock in exchange for all of the outstanding shares of GDHI. GDHI became a wholly-owned subsidiary of the Company, and its activity for the periods presented are reflected in these unaudited consolidated financial statements along with the expenses of the Company. Prior to the acquisition of GDHI, the Company had no business and no operations. Pursuant to the acquisition, the Company acquired the operations and business plan of GDHI, which imports and sells snack food products. For accounting purposes, GDHI is considered to be the acquirer, and the equity is presented as if the business combination had occurred on January 1, 2017. COVID-19 On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or slow the further spread of the disease. COVID-19 and the U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business or our operations. Basis of Presentation The unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has adopted a December 31 year-end. Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts receivable from customers, accounts payable, and loans payable. The carrying amounts of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. Stock-Based Compensation As of June 30, 2020, the Company has not issued any share-based payments to its employees. Under the modified prospective method, the Company uses, stock compensation expense includes compensation expense for all stock-based compensation awards granted, based on the grant-date estimated fair value. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of six months or less to be cash equivalents. On June 30, 2020, and December 31, 2019, the Company had $72,093 and $22,291 in cash, respectively. Accounts Receivable Accounts receivable are generated from sales of snack food products to retail outlets throughout the United States. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current creditworthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for its customers and maintains a provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. An allowance for doubtful; accounts is provided against accounts receivable for amounts management believes may be uncollectible. The Company historically has not had issues collecting on its accounts receivable from its customers. The Company factors certain of its receivables to improve its cash flow. Bad debt expense for the six months ended June 30, 2020 and 2019 were $3,039 and $-0-, respectively. The allowance for doubtful accounts on June 30, 2020, and December 31, 2019, was $-0-. Inventory Inventory consists of snack food products and packaging supplies, stated at the lower of cost or market. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its useful life are charged to expense as incurred. Revenue Recognition Beginning January 1, 2018, the Company implemented ASC 606, Revenue from Contracts with Customers. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures. The Company recognizes revenue from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. Advertising and Marketing Costs The Company’s policy regarding advertising and marketing is to record the expense when incurred. The Company incurred advertising and marketing expenses of $17,381 and $4,839 during the six months ended June 30, 2020, and 2019, respectively. Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The Company’s wholly-owned subsidiary, with the consent of its stockholder, had elected to be taxed as an S Corporation under the provisions of the Internal Revenue Code. Instead of paying federal corporate income taxes, the stockholder(s) of an S Corporation are taxed individually on their proportionate share of the Company’s taxable income. Therefore, prior to the business combination discussed above, the Company had made no provision for income taxes. Effective with the business combination, the wholly-owned subsidiary became a C-corporation, and the loss incurred in 2018 for the period as a C-corporation approximated $270,000. See Note 7. The Company’s income tax returns are open for examination for up to the past six years under the statute of limitations. There are no tax returns currently under examination. Comprehensive Income The Company has which established standards for reporting and display of comprehensive income, its components, and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income. Basic Income (Loss) Per Share Basic income (loss) per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. Recent Accounting Pronouncements Adoption of ASC 842 - Leases Leases We adopted ASC 842 using a modified retrospective approach for all leases existing on January 1, 2019. The adoption of ASC 842 had a substantial impact on our balance sheet. The most significant impact was the recognition of the operating lease right-of-use asset and the liability for operating leases. Accordingly, upon adoption, leases that were classified as operating leases under ASC 840 were classified as operating leases under ASC 842, and we recorded an adjustment of $44,602 to operating lease right-of-use assets and the related lease liability. The lease liability is based on the present value of the remaining minimum lease payments, determined under ASC 840, discounted using our secured incremental borrowing rate at the effective date of January 1, 2019, using the original lease term as the tenor. As permitted under ASC 842, we elected several practical expedients that permit us to not reassess (1) whether a contract is or contains a lease, (2) the classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs. The application of the practical expedients did not have a significant impact on the measurement of the operating lease liability. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 – GOING CONCERN As of June 30, 2020, the Company had cash and cash equivalents of $72,093 and an accumulated deficit of $26,366,650. Additionally on June 30, 2020 the Company had a working capital deficit of $16,370. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. On April 17, 2020, the Company received a forgivable loan in the amount $28,642 of under the Federal Payroll Protection Program (“PPP”). While the rules under the PPP are complex and continue to evolve and be clarified, generally the PPP loan will be forgiven if, during a certain measuring period that begins with the receipt of the loan, at least 75% of the loan is applied to employee payroll expense with the balance applied to rent and utilities and the recipient employer has employees equal to 90% of the number of employees it had prior to receipt of the loan. Management believes it will be able to make the required certifications by November 15, 2020 and the PPP Loan will be forgiven. To the extent the PPP Loan is not forgiven, it is converted into a two year loan with an interest rate of 1% per annum, On May 21, 2020, the Registrant received a loan from the Small Business Administration in the amount of $150,000 (the “SBA Loan”). The SBA Loan bears interest at 3.75% per annum and is payable over 30 years with all payments of principal and interest deferred for the first 12 months. The PPP loan is being applied as required under the PPP Program and the SBA Loan is being used for general working capital. These loans have improved the Company’s liquidity and working capital. The consolidated financials have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. If the Company is in fact unable to continue as a going concern, the shareholders may lose some or all of their investment in the Company. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Equity | NOTE 3 – EQUITY The Company has 100,000,000 shares of $.0001 par value common stock authorized. The Company has 13,070,200 and 13,010,000 shares of common stock issued and outstanding as of June 30, 2020, and December 31, 2019, respectively. During the six month period ended June 30, 2020 the Company issued 60,000 common shares to a consultant and recorded a charge to legal and professional fees of $120,000. The Company has 20,000,000 shares of $.0001 par value preferred stock authorized. On February 24, 2020, the Company filed a Certificate of Designation for a class of preferred stock designated Class A Super Voting Preferred Stock (“A Stock”). There are 1,000,000 shares of A Stock designated. Each share of such stock shall vote with the common stock and have 100,000 votes. A Stock has no conversion, dividend, or liquidation rights. Accordingly, the holders of A Stock will, by reason of their voting power, be able to control the affairs of the Company. The Company has issued 1,000 shares of A Stock to Paul Adler, the company’s Chief Executive Officer, and majority shareholder giving him effective voting control over the Registrant’s affairs for the foreseeable future. As a result of the issuance of super-voting rights enabling him to vote 100,000,000 shares, Mr. Adler has effective voting control of approximately 99% of the Company. In conjunction with the issuance of these 1,000 preferred shares, the Company recorded stock compensation expense, related party of $26,020,400 for the six months ended June 30, 2020. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 – RELATED PARTY TRANSACTIONS During the six months ended June 30, 2020, and 2019, the Company incurred wages of $111,911 and $94,500 respectively, related to services provided to it by its executive officer. Additionally, during the six months ended June 30, 2020, the Company’s CEO was awarded super-voting A Stock-see Note 3. Capital Stock |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5 – COMMITMENTS AND CONTINGENCIES The Company entered into a 60-month lease agreement on October 1, 2016, to rent office space. The lease requires monthly payments of $1,600 for the first 24 months and after that increases by 3% each year, and contains one five year renewal option. Rental expenses under this lease for the six months ended June 30, 2020, and 2019 were $4,203 and $4,055 respectively. The lease also required an advance payment of $1,600 for the last month of rent as well as a $1,600 security deposit. Future minimum lease payments due under this operating lease, including renewal periods, are as follows: Year ended December 31, 2020 $ 22,367 Year ended December 31, 2021 5,844 Total minimum lease payments $ 28,211 |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Loans Payable | NOTE 6 – LOANS PAYABLE The Company had loans outstanding at June 30, 2020, and December 31, 2019 as follows: Short Term June 30, 2020 Dec. 31, 2019 Loan Builder (a) $ 60,700 $ 86,184 Government loan PPP Plan (b) 29,800 - Credit Line - Blue Vine (a) 8,980 12,287 Total loans payable $ 99,680 $ 98,471 (a) Represents notes payable from factoring with varying rates of interest and fees, and no set minimum monthly payments (b) On April 17, 2020, the Company received a forgivable loan in the amount $28,642 of under the Federal Payroll Protection Program (“PPP”). While the rules under the PPP are complex and continue to evolve and be clarified, generally the PPP loan will be forgiven if, during a certain measuring period that begins with the receipt of the loan, at least 75% of the loan is applied to employee payroll expense with the balance applied to rent and utilities and the recipient employer has employees equal to 90% of the number of employees it had prior to receipt of the loan. Management believes it will be able to make the required certifications by November 15, 2020 and the PPP Loan will be forgiven. To the extent the PPP Loan is not forgiven, it is converted into a two-year loan with an interest rate of 1% per annum, Long Term As of June 30, 2020 the Company had $149,900 in long term loans outstanding compared to $-0- as of December 31, 2019. On May 21, 2020, the Company received a loan from the Small Business Administration of $150,000 (the “SBA Loan”). The SBA Loan bears interest at 3.75% per annum and is payable over 30 years with all payments of principal and interest deferred for the first 12 months. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 – INCOME TAXES For the period ended June 30, 2020, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The provision for Federal income tax consists of the following at June 30, 2020, and December 31, 2019: 2020 2019 Federal income tax benefit attributable to: Current Operations $ 0 $ 6,900 Less: valuation allowance 0 (6,900 ) Net provision for Federal income taxes $ 0 $ 0 |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 8 – CONCENTRATIONS The Company does a significant amount of its total business with 4 customers, as follows for the six months ended June 30, 2020, and 2019 (percentage of total sales of $593,302 and $674,290 respectively): 2020 2019 Customer A 35 % 29 % Customer B 24 % 25 % Customer C 17 % 25 % Customer D 10 % 19 % |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS On July 30, 2020 the company entered into a service agreement with a website and social media consultant and issued 12,000 shares as partial payment for their services. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business GLOBAL DIVERSIFIED MARKETING GROUP INC. (the “Company”), formerly known as Dense Forest Acquisition Corporation, was incorporated in Delaware on December 1, 2017, and changed its name on June 13, 2018, as part of a change in control. As part of the change in control, its then officers and directors resigned and contributed back to the Company 19,500,000 shares of the 20,000,000 outstanding shares of its common stock, and appointed new officers and directors. On June 14, 2018, the new management of the Company issued 12.500,000 shares of its common stock to Paul Adler, the then president of the Company. On November 26, 2018, the Company effected the acquisition of Global Diversified Holdings, Inc. (“GDHI”), a private New York company owned by the Company’s president, with the issuance of 200 shares of the Company’s common stock in exchange for all of the outstanding shares of GDHI. GDHI became a wholly-owned subsidiary of the Company, and its activity for the periods presented are reflected in these unaudited consolidated financial statements along with the expenses of the Company. Prior to the acquisition of GDHI, the Company had no business and no operations. Pursuant to the acquisition, the Company acquired the operations and business plan of GDHI, which imports and sells snack food products. For accounting purposes, GDHI is considered to be the acquirer, and the equity is presented as if the business combination had occurred on January 1, 2017. COVID-19 On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or slow the further spread of the disease. COVID-19 and the U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business or our operations. |
Basis of Presentation | Basis of Presentation The unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has adopted a December 31 year-end. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts receivable from customers, accounts payable, and loans payable. The carrying amounts of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. |
Stock-based Compensation | Stock-Based Compensation As of June 30, 2020, the Company has not issued any share-based payments to its employees. Under the modified prospective method, the Company uses, stock compensation expense includes compensation expense for all stock-based compensation awards granted, based on the grant-date estimated fair value. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of six months or less to be cash equivalents. On June 30, 2020, and December 31, 2019, the Company had $72,093 and $22,291 in cash, respectively. |
Accounts Receivable | Accounts Receivable Accounts receivable are generated from sales of snack food products to retail outlets throughout the United States. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current creditworthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for its customers and maintains a provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. An allowance for doubtful; accounts is provided against accounts receivable for amounts management believes may be uncollectible. The Company historically has not had issues collecting on its accounts receivable from its customers. The Company factors certain of its receivables to improve its cash flow. Bad debt expense for the six months ended June 30, 2020 and 2019 were $3,039 and $-0-, respectively. The allowance for doubtful accounts on June 30, 2020, and December 31, 2019, was $-0-. |
Inventory | Inventory Inventory consists of snack food products and packaging supplies, stated at the lower of cost or market. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its useful life are charged to expense as incurred. |
Revenue Recognition | Revenue Recognition Beginning January 1, 2018, the Company implemented ASC 606, Revenue from Contracts with Customers. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures. The Company recognizes revenue from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. |
Advertising and Marketing Costs | Advertising and Marketing Costs The Company’s policy regarding advertising and marketing is to record the expense when incurred. The Company incurred advertising and marketing expenses of $17,381 and $4,839 during the six months ended June 30, 2020, and 2019, respectively. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The Company’s wholly-owned subsidiary, with the consent of its stockholder, had elected to be taxed as an S Corporation under the provisions of the Internal Revenue Code. Instead of paying federal corporate income taxes, the stockholder(s) of an S Corporation are taxed individually on their proportionate share of the Company’s taxable income. Therefore, prior to the business combination discussed above, the Company had made no provision for income taxes. Effective with the business combination, the wholly-owned subsidiary became a C-corporation, and the loss incurred in 2018 for the period as a C-corporation approximated $270,000. See Note 7. The Company’s income tax returns are open for examination for up to the past six years under the statute of limitations. There are no tax returns currently under examination. |
Comprehensive Income | Comprehensive Income The Company has which established standards for reporting and display of comprehensive income, its components, and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income. |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share Basic income (loss) per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adoption of ASC 842 - Leases Leases We adopted ASC 842 using a modified retrospective approach for all leases existing on January 1, 2019. The adoption of ASC 842 had a substantial impact on our balance sheet. The most significant impact was the recognition of the operating lease right-of-use asset and the liability for operating leases. Accordingly, upon adoption, leases that were classified as operating leases under ASC 840 were classified as operating leases under ASC 842, and we recorded an adjustment of $44,602 to operating lease right-of-use assets and the related lease liability. The lease liability is based on the present value of the remaining minimum lease payments, determined under ASC 840, discounted using our secured incremental borrowing rate at the effective date of January 1, 2019, using the original lease term as the tenor. As permitted under ASC 842, we elected several practical expedients that permit us to not reassess (1) whether a contract is or contains a lease, (2) the classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs. The application of the practical expedients did not have a significant impact on the measurement of the operating lease liability. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments of Operating Lease Liability | Future minimum lease payments due under this operating lease, including renewal periods, are as follows: Year ended December 31, 2020 $ 22,367 Year ended December 31, 2021 5,844 Total minimum lease payments $ 28,211 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Outstanding | The Company had loans outstanding at June 30, 2020, and December 31, 2019 as follows: Short Term June 30, 2020 Dec. 31, 2019 Loan Builder (a) $ 60,700 $ 86,184 Government loan PPP Plan (b) 29,800 - Credit Line - Blue Vine (a) 8,980 12,287 Total loans payable $ 99,680 $ 98,471 (a) Represents notes payable from factoring with varying rates of interest and fees, and no set minimum monthly payments (b) On April 17, 2020, the Company received a forgivable loan in the amount $28,642 of under the Federal Payroll Protection Program (“PPP”). While the rules under the PPP are complex and continue to evolve and be clarified, generally the PPP loan will be forgiven if, during a certain measuring period that begins with the receipt of the loan, at least 75% of the loan is applied to employee payroll expense with the balance applied to rent and utilities and the recipient employer has employees equal to 90% of the number of employees it had prior to receipt of the loan. Management believes it will be able to make the required certifications by November 15, 2020 and the PPP Loan will be forgiven. To the extent the PPP Loan is not forgiven, it is converted into a two-year loan with an interest rate of 1% per annum, |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Statement of Provision for Federal Income Tax | The provision for Federal income tax consists of the following at June 30, 2020, and December 31, 2019: 2020 2019 Federal income tax benefit attributable to: Current Operations $ 0 $ 6,900 Less: valuation allowance 0 (6,900 ) Net provision for Federal income taxes $ 0 $ 0 |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Risk | The Company does a significant amount of its total business with 4 customers, as follows for the six months ended June 30, 2020, and 2019 (percentage of total sales of $593,302 and $674,290 respectively): 2020 2019 Customer A 35 % 29 % Customer B 24 % 25 % Customer C 17 % 25 % Customer D 10 % 19 % |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Nov. 26, 2018 | Jun. 14, 2018 | Jun. 13, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Common stock share outstanding | 13,070,200 | 13,010,200 | ||||||||
Number of shares issued during period | 1,000 | |||||||||
Cash and cash equivalents | $ 72,093 | $ 22,291 | ||||||||
Bad debts expense | 3,039 | 0 | ||||||||
Allowance for doubtful accounts | 0 | 0 | ||||||||
Advertising and marketing expenses | 17,381 | $ 4,839 | ||||||||
Operating loss carry forward | $ 270,000 | |||||||||
Operating lease right-of-use assets and related parties liability | $ 22,367 | $ 30,477 | ||||||||
ASC 842 [Member] | ||||||||||
Operating lease right-of-use assets and related parties liability | $ 44,602 | |||||||||
Operating lease liability | $ 44,602 | |||||||||
Global Diversified Holdings, Inc. [Member] | ||||||||||
Number of shares issued during period | 200 | |||||||||
Paul Adler [Member] | ||||||||||
Number of shares issued during period | 12,500,000 | |||||||||
Common Stock [Member] | ||||||||||
Stock redeemed or called during period, shares | 19,500,000 | |||||||||
Common stock share outstanding | 20,000,000 | |||||||||
Number of shares issued during period | 90,000 | 40,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | May 21, 2020 | Apr. 17, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Cash and cash equivalents | $ 72,093 | $ 22,291 | ||
Accumulated deficit | (26,366,350) | $ (174,718) | ||
Working capital deficit | $ 16,370 | |||
Payroll Protection Program [Member] | ||||
Proceeds from loan | $ 28,642 | |||
Debt description | While the rules under the PPP are complex and continue to evolve and be clarified, generally the PPP loan will be forgiven if, during a certain measuring period that begins with the receipt of the loan, at least 75% of the loan is applied to employee payroll expense with the balance applied to rent and utilities and the recipient employer has employees equal to 90% of the number of employees it had prior to receipt of the loan. Management believes it will be able to make the required certifications by November 15, 2020 and the PPP Loan will be forgiven. To the extent the PPP Loan is not forgiven, it is converted into a two-year loan with an interest rate of 1% per annum, | |||
SBA Loan [Member] | ||||
Proceeds from loan | $ 150,000 | |||
Bears interest percentage | 3.75% | |||
Debt instrument maturity, description | Payable over 30 years with all payments of principal and interest deferred for the first 12 months. |
Equity (Details Narrative)
Equity (Details Narrative) | Feb. 24, 2020shares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Dec. 31, 2019$ / sharesshares |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock, value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares issued | 13,070,200 | 13,070,200 | 13,010,200 | |||
Common stock, shares outstanding | 13,070,200 | 13,070,200 | 13,010,200 | |||
Legal and professional fees | $ | $ 133,756 | $ 13,081 | $ 168,347 | $ 15,081 | ||
Preferred stock, share authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Issuance of super voting preferred stock | $ | $ 1,000 | |||||
Compensation expense-related party | $ | $ 26,020,400 | |||||
Class A Super Voting Preferred Stock [Member] | ||||||
Capital stock designated | 1,000,000 | |||||
Common stock voting rights | Each share of such stock shall vote with the common stock and have 100,000 votes. | |||||
Preferred Stock [Member] | ||||||
Number of shares issued for services | ||||||
Preferred stock, share authorized | 20,000,000 | 20,000,000 | ||||
Preferred stock, value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Consultant [Member] | ||||||
Number of shares issued for services | 60,000 | |||||
Legal and professional fees | $ | $ 120,000 | |||||
Paul Adler [Member] | ||||||
Preferred stock voting rights | The issuance of super-voting rights enabling him to vote 100,000,000 shares. | |||||
Preferred stock voting rights percentage | 0.99 | |||||
Paul Adler [Member] | Class A Super Voting Preferred Stock [Member] | ||||||
Capital stock designated | 1,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transactions [Abstract] | ||
Salary and wage, officer | $ 111,911 | $ 94,500 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 01, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lease term | 60 months | |||
Monthly payments | $ 1,600 | |||
Lease description | The lease requires monthly payments of $1,600 for the first 24 months and after that increases by 3% each year, and contains one five year renewal option. | |||
Renewal term | 5 years | |||
Rent expenses | $ 4,203 | $ 4,055 | ||
Advance payment | 1,600 | |||
Security deposit | $ 1,600 | $ 1,600 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments of Operating Lease Liability (Details) | Jun. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Year ended December 31, 2020 | $ 22,367 |
Year ended December 31, 2021 | 5,844 |
Total minimum lease payments | $ 28,211 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | May 21, 2020 | Jun. 30, 2020 | Jun. 30, 2019 |
Long term loan | $ 149,900 | $ 0 | |
SBA Loan [Member] | |||
Proceeds from loan | $ 150,000 | ||
Bears interest percentage | 3.75% | ||
Debt instrument maturity, description | Payable over 30 years with all payments of principal and interest deferred for the first 12 months. |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Outstanding (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | |
Total loans payable | $ 69,860 | $ 98,471 | |
Loan Builder [Member] | |||
Total loans payable | [1] | 60,700 | 86,184 |
Government Loan PPP Plan [Member] | |||
Total loans payable | [2] | 29,800 | |
Credit Line - Blue Vine [Member] | |||
Total loans payable | [1] | $ 8,980 | $ 12,287 |
[1] | Represents notes payable from factoring with varying rates of interest and fees, and no set minimum monthly payments | ||
[2] | On April 17, 2020, the Company received a forgivable loan in the amount $28,642 of under the Federal Payroll Protection Program ("PPP"). While the rules under the PPP are complex and continue to evolve and be clarified, generally the PPP loan will be forgiven if, during a certain measuring period that begins with the receipt of the loan, at least 75% of the loan is applied to employee payroll expense with the balance applied to rent and utilities and the recipient employer has employees equal to 90% of the number of employees it had prior to receipt of the loan. Management believes it will be able to make the required certifications by November 15,2020 and the PPP Loan will be forgiven. To the extent the PPP Loan is not forgiven, it is converted into a two-year loan with an interest rate of 1% per annum |
Loans Payable - Schedule of L_2
Loans Payable - Schedule of Loans Outstanding (Details) (Parenthetical) - Payroll Protection Program [Member] | Apr. 17, 2020USD ($) |
Proceeds from loan | $ 28,642 |
Debt description | While the rules under the PPP are complex and continue to evolve and be clarified, generally the PPP loan will be forgiven if, during a certain measuring period that begins with the receipt of the loan, at least 75% of the loan is applied to employee payroll expense with the balance applied to rent and utilities and the recipient employer has employees equal to 90% of the number of employees it had prior to receipt of the loan. Management believes it will be able to make the required certifications by November 15, 2020 and the PPP Loan will be forgiven. To the extent the PPP Loan is not forgiven, it is converted into a two-year loan with an interest rate of 1% per annum, |
Income Taxes - Statement of Pro
Income Taxes - Statement of Provision for Federal Income Tax (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current Operations | $ 0 | $ 6,900 |
Less: valuation allowance | 0 | (6,900) |
Net provision for Federal income taxes | $ 0 | $ 0 |
Concentrations - Schedule of Co
Concentrations - Schedule of Concentration of Risk (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Risks and Uncertainties [Abstract] | ||||
Total sales | $ 253,341 | $ 418,638 | $ 593,302 | $ 674,290 |
Concentrations - Schedule of _2
Concentrations - Schedule of Concentration of Risk (Details) - Sales Revenue [Member] | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Customer A [Member] | ||
Concentration risk, percentage | 35.00% | 29.00% |
Customer B [Member] | ||
Concentration risk, percentage | 24.00% | 25.00% |
Customer C [Member] | ||
Concentration risk, percentage | 17.00% | 25.00% |
Customer D [Member] | ||
Concentration risk, percentage | 10.00% | 19.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jul. 30, 2020shares |
Service Agreement [Member] | Website and Social Media Consultant [Member] | Subsequent Event [Member] | |
Number of shares issued for services | 12,000 |