Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55889 | |
Entity Registrant Name | Global Diversified Marketing Group Inc. | |
Entity Central Index Key | 0001725911 | |
Entity Tax Identification Number | 82-3707673 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4042 Austin Boulevard | |
Entity Address, Address Line Two | Suite B | |
Entity Address, City or Town | Island Park | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11558 | |
City Area Code | 800 | |
Local Phone Number | 550-5996 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,403,256 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 393,254 | $ 62,555 |
Accounts receivable | 149,231 | 134,570 |
Prepaid expenses | 31,444 | |
Inventory | 634,891 | 350,615 |
Other assets | 999 | 10,890 |
Total current assets | 1,178,375 | 590,074 |
Property and equipment, net | 972 | 1,389 |
Operating lease right of use assets | 2,092 | 14,257 |
Other assets-security deposit | 1,600 | 1,600 |
Total assets | 1,183,039 | 607,320 |
Current liabilities: | ||
Accounts payable and accrued expense | 390,614 | 472,514 |
Current portion of operating lease payable | 900 | 15,732 |
Government loans payable | 529,065 | 149,900 |
Loans payable | 46,549 | 20,540 |
Total current liabilities | 967,129 | 658,686 |
Total liabilities | 967,129 | 658,686 |
Commitments and contingencies | ||
Stockholders’ Equity(Deficit): | ||
Preferred stock, Series A $.0001 par value, 1,000,000 shares authorized, 1,000 issued and outstanding | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 14,067,006 and 13,897,827 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 1,407 | 1,313 |
Additional paid-in capital | 27,351,373 | 26,267,208 |
Accumulated deficit | (27,139,889) | (26,329,779) |
Accumulated other comprehensive income | 3,019 | 9,892 |
Total stockholders’ equity(deficit) | 215,910 | (51,366) |
Total liabilities and equity | $ 1,183,039 | $ 607,320 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Series A preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series A preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series A preferred stock, shares issued | 1,000 | 1,000 |
Series A preferred stock, shares outstanding | 1,000 | 1,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Outstanding | 14,067,006 | 13,897,827 |
Common Stock, Shares, Issued | 14,067,006 | 13,897,827 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Sales, net | $ 732,601 | $ 667,237 | $ 2,112,580 | $ 1,260,539 |
Cost of goods sold | 451,069 | 420,698 | 1,256,778 | 785,473 |
Gross margin | 281,532 | 246,539 | 855,802 | 475,066 |
Operating expenses: | ||||
General and administrative expense -related party | 26,020,400 | |||
Payroll and taxes | 138,278 | 55,006 | 538,573 | 173,514 |
Legal and professional fees | 40,977 | 57,773 | 676,022 | 226,120 |
Rent | 4,356 | 4,203 | 13,068 | 12,610 |
Selling, general and administrative and expenses | 120,448 | 91,839 | 426,921 | 180,379 |
Total operating expenses | 304,060 | 208,821 | 1,654,585 | 26,613,023 |
Income (loss) from operations | (22,528) | 37,718 | (798,783) | (26,137,957) |
Other (expense) | ||||
Interest expense | (4,905) | (7,215) | (11,327) | (23,173) |
Miscellaneous income | 28,642 | 28,642 | ||
Total other (expense) | (4,905) | 21,427 | (11,327) | 5,469 |
Income (loss) before income taxes | (27,432) | 59,145 | (810,110) | (26,132,488) |
Provision for income taxes (benefit) | ||||
Net loss | $ (27,432) | $ 59,144 | $ (810,110) | $ (26,132,488) |
Basic and diluted earnings (loss) per common share | $ 0 | $ 0 | $ (0.06) | $ (2) |
Weighted-average number of common shares outstanding: | ||||
Basic and diluted | 14,053,310 | 13,100,461 | 13,861,540 | 13,060,434 |
Comprehensive income (loss): | ||||
Net income(loss) | $ (27,432) | $ 59,144 | $ (810,110) | $ (26,132,488) |
Unrealized gain on foreign exchange | (1,941) | (6,872) | ||
Comprehensive income (loss) | $ (29,373) | $ 59,144 | $ (816,982) | $ (26,132,488) |
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 [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1,301 | $ 78,169 | $ (174,718) | $ (95,248) | ||
Balance, shares at Dec. 31, 2019 | 13,010,200 | |||||
Common stock issued for services | ||||||
Common stock issued in private placements, shares | ||||||
Net income (loss) | (26,001,782) | (26,001,782) | ||||
Issuance of super-voting preferred stock | 26,020,400 | 26,020,400 | ||||
Issuance of super-voting preferred stock, shares | 1,000 | |||||
Ending balance, value 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 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 1,301 | 78,169 | (174,718) | (95,248) | ||
Balance, shares at Dec. 31, 2019 | 13,010,200 | |||||
Net income (loss) | (26,132,488) | |||||
Ending balance, value at Sep. 30, 2020 | $ 1,418 | 26,264,807 | (26,307,206) | (40,981) | ||
Balance, shares at Sep. 30, 2020 | 1,000 | 13,127,200 | ||||
Beginning balance, value 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) | ||||
Ending balance, value 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 | ||||
Common stock issued for services | $ 57 | 46,298 | 46,355 | |||
Common stock issued for services, shares | 57,000 | |||||
Net income (loss) | 59,144 | 59,144 | ||||
Ending balance, value at Sep. 30, 2020 | $ 1,418 | 26,264,807 | (26,307,206) | (40,981) | ||
Balance, shares at Sep. 30, 2020 | 1,000 | 13,127,200 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 1,313 | 26,267,208 | (26,329,779) | 9,892 | (51,366) | |
Balance, shares at Dec. 31, 2020 | 1,000 | 13,132,518 | ||||
Common stock issued for services | $ 35 | 485,503 | 485,538 | |||
Common stock issued for services, shares | 349,681 | |||||
Common stock issued in private placements | $ 415,628 | $ 299,958 | 300,000 | |||
Common stock issued in private placements, shares | 42 | |||||
Net income (loss) | (410,545) | (410,545) | ||||
Change in foreign currency translation | (5,265) | (5,265) | ||||
Ending balance, value at Mar. 31, 2021 | $ 1,390 | 27,052,669 | (26,740,324) | 4,627 | 318,362 | |
Balance, shares at Mar. 31, 2021 | 1,000 | 13,897,827 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 1,313 | 26,267,208 | (26,329,779) | 9,892 | $ (51,366) | |
Balance, shares at Dec. 31, 2020 | 1,000 | 13,132,518 | ||||
Common stock issued in private placements, shares | 914,488 | |||||
Net income (loss) | $ (810,110) | |||||
Ending balance, value at Sep. 30, 2021 | $ 1,407 | 27,351,373 | (27,139,889) | 3,019 | 215,910 | |
Balance, shares at Sep. 30, 2021 | 1,000 | 14,067,006 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 1,390 | 27,052,669 | (26,740,324) | 4,627 | 318,362 | |
Balance, shares at Mar. 31, 2021 | 1,000 | 13,897,827 | ||||
Common stock issued for services | $ 15 | 274,506 | 274,521 | |||
Common stock issued for services, shares | 149,179 | |||||
Net income (loss) | (372,132) | (372,132) | ||||
Change in foreign currency translation | 333 | 333 | ||||
Ending balance, value at Jun. 30, 2021 | $ 1,405 | 27,327,175 | (27,112,457) | 4,960 | 221,082 | |
Balance, shares at Jun. 30, 2021 | 1,000 | 14,047,006 | ||||
Common stock issued for services | $ 2 | 24,198 | 24,200 | |||
Common stock issued for services, shares | 20,000 | |||||
Net income (loss) | (27,432) | (27,432) | ||||
Change in foreign currency translation | (1,941) | (1,941) | ||||
Ending balance, value at Sep. 30, 2021 | $ 1,407 | $ 27,351,373 | $ (27,139,889) | $ 3,019 | $ 215,910 | |
Balance, shares at Sep. 30, 2021 | 1,000 | 14,067,006 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities of continuing operations: | ||
Net income (loss) | $ (810,110) | $ (26,132,488) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 417 | 417 |
Stock-based compensation -related party | 26,020,400 | |
Common stock issued for services | 784,259 | 166,355 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (14,661) | (203,444) |
Prepaid expenses | 31,444 | 21,020 |
Right of use assets | 12,165 | 12,165 |
Inventory | (284,277) | 110,238 |
Other assets | 9,892 | 3,385 |
Operating lease payable | (14,832) | (14,832) |
Accounts payable and accrued expenses | (81,899) | (64,300) |
Net cash provided by (used in) operating activities | (367,602) | (81,085) |
Cash flows from investing activities: | ||
Purchase of fixed assets | ||
Net cash provided by (used in) financing activities | ||
Cash flows from financing activities: | ||
Increase (decrease) in loans payable, net | 26,009 | (67,606) |
Proceeds from private placements | 300,000 | |
Government loans | 379,165 | 149,900 |
Net cash provided by (used in) financing activities | 705,174 | 82,294 |
Effect of exchange rates on cash and cash and cash equivalents | (6,872) | |
Net increase (decrease) in cash and cash equivalents | 337,572 | 1,209 |
Cash and cash equivalents at beginning of period | 62,555 | 22,291 |
Cash and cash equivalents at end of period | 393,254 | 23,500 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 11,327 | 23,173 |
Cash paid for income taxes |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
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 December 1, 2017 19,500,000 20,000,000 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 Before 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. Although our business has grown significantly over historic levels since March 31, 2020, we cannot determine if our business would have grown above current levels without the lingering impact of Covid-19. We continue to monitor the ongoing impact of Covid-19 on our business which is currently indeterminable. 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. Management’s Representation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the SEC. The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. Principles of Consolidation The accompanying unaudited consolidated financial statements include the 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 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 nine months or less to be cash equivalents. On September 30, 2021, and December 31, 2020, the Company had $ 393,254 62,555 Accounts Receivable Accounts receivables 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 a 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 nine months ended September 30, 2021, and 2020 were $- 0 0 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 $ 160,893 7,376 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 The Company’s income tax returns are open for examination for up to the past six years under the statute of limitations. There are no tax returns currently under examination Comprehensive Income The Company has established standards for reporting and display of comprehensive income, its components, and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. Income (Loss) Per Share Basic income (loss) per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. Recent Accounting Pronouncements Adoption of ASC 842 - 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 |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN As of September 30, 2021, the Company had cash and cash equivalents of $ 393,254 27,139,889 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 | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
EQUITY | NOTE 3 – EQUITY Common stock The Company has 100,000,000 0.0001 14,067,006 13,132,518 914,488 Services 393,860 534,009 125,000 250,250 All of these charges amounting to $ 784,259 Sale of Common Stock to Accredited Investors During the nine months ended September 30, 2021, the Company raised $ 300,000 415,628 Preferred Stock The Company has 20,000,000 .0001 Each share of such stock shall vote with the common stock and have 100,000 votes. 1,000 As a result of the issuance of super-voting rights enabling him to vote 100,000,000 shares, 99 1,000 26,020,400 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS During the nine months ended September 30, 2021 and 2020 the Company incurred wages of $ 221,250 150,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES The Company entered into a 60 The lease requires monthly payments of $ 1,600 five year 4,356 4,302 1,600 1,600 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITY Year ended December 31, 2021 15,732 Total minimum lease payments $ 15,372 |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 6 – LOANS PAYABLE The Company had loans outstanding on September 30, 2021 and December 31, 2020, as follows: SCHEDULE OF LOANS OUTSTANDING Short Term September 30,2021 Dec. 31, 2020 Loan Builder (a) $ - $ 14,072 Sterling Line of Credit (a) 46,549 - Credit Line - Blue Vine (a) - 6,468 Total loans payable $ 46,549 $ 20,540 (a) Represents notes payable from factoring with varying rates of interest and fees, and no set minimum monthly payments Long Term As of September 30, 2021, the Company had $ 529,065 149,900 150,000 3.75 payable over 30 years with all payments of principal and interest deferred for the first 12 months. 29,165 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 – INCOME TAXES For the period ended September 30, 2021, 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. |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 8 – CONCENTRATIONS The Company does substantially all of its total business with five 2,112,580 1,260,539 SCHEDULE OF CONCENTRATION OF RISK 2021 2020 Customer A 25 % 28 % Customer B 25 % 23 % Customer C 18 % 21 % Customer D 18 % 13 % Customer E 13 % - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, Subsequent Events In October 2021, the Company issued 336,250 Effective as of November 2, 2021, the “Company”, entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Williamsburg Venture Holdings, LLC, a Nevada limited liability company (the “Investor”), pursuant to which the Company has the right to sell to the Investor up to $ 5,000,000 0.0001 . Under the terms and subject to the conditions of the Purchase Agreement, the Investor is obligated to purchase up to $5,000,000 in shares of Common Stock (subject to certain limitations) from time-to-time over the 12-month period commencing on the date that a registration statement, which the Company agreed to file with the Securities and Exchange Commission (the “SEC”), is declared effective by the SEC. The price per share of Common Stock shall be ninety percent (90%) of the average of the volume weighted average price of the Company’s Common Stock for five trading days following the clearing date associated with the put notice delivered by the Company to the Investor. 25,000 The Company’s sales of shares of Common Stock to the Investor under the Purchase Agreement are limited to no more than the number of shares that would result in the beneficial ownership by the Investor and its affiliates, at any single point in time, of more than 4.99 The Company agreed with the Investor that it will not enter into any other credit equity line agreements without the prior consent of the Investor. As consideration for its commitment to purchase shares of Common Stock pursuant to the Purchase Agreement, the Company agreed to issue to the Investor 50,000 In connection with Purchase Agreement, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor, dated November 2, 2021. Pursuant to the terms of the Registration Rights Agreement, the Company shall file a registration statement with the SEC with respect to the shares of Common Stock issuable to the Investor pursuant to the Purchase Agreement and the Commitment Shares no later than December 31, 2021. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of Common Stock to the Investor under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties and agreements of the Company and the Investor and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties . The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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 December 1, 2017 19,500,000 20,000,000 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 Before 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. Although our business has grown significantly over historic levels since March 31, 2020, we cannot determine if our business would have grown above current levels without the lingering impact of Covid-19. We continue to monitor the ongoing impact of Covid-19 on our business which is currently indeterminable. |
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. Management’s Representation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the SEC. The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. |
Principles of Consolidation | 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 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 nine months or less to be cash equivalents. On September 30, 2021, and December 31, 2020, the Company had $ 393,254 62,555 |
Accounts Receivable | Accounts Receivable Accounts receivables 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 a 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 nine months ended September 30, 2021, and 2020 were $- 0 0 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 $ 160,893 7,376 |
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 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 established standards for reporting and display of comprehensive income, its components, and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. |
Income (Loss) Per Share | 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 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITY | SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITY Year ended December 31, 2021 15,732 Total minimum lease payments $ 15,372 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LOANS OUTSTANDING | The Company had loans outstanding on September 30, 2021 and December 31, 2020, as follows: SCHEDULE OF LOANS OUTSTANDING Short Term September 30,2021 Dec. 31, 2020 Loan Builder (a) $ - $ 14,072 Sterling Line of Credit (a) 46,549 - Credit Line - Blue Vine (a) - 6,468 Total loans payable $ 46,549 $ 20,540 (a) Represents notes payable from factoring with varying rates of interest and fees, and no set minimum monthly payments |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATION OF RISK | The Company does substantially all of its total business with five 2,112,580 1,260,539 SCHEDULE OF CONCENTRATION OF RISK 2021 2020 Customer A 25 % 28 % Customer B 25 % 23 % Customer C 18 % 21 % Customer D 18 % 13 % Customer E 13 % - |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Nov. 26, 2018 | Jun. 13, 2018 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | Jan. 02, 2019 |
Entity incorporation, state or country code | DE | ||||||||||||
Entity incorporation, date of incorporation | Dec. 1, 2017 | ||||||||||||
Common stock share outstanding | 14,067,006 | 14,067,006 | 13,897,827 | ||||||||||
Cash and cash equivalents | $ 393,254 | $ 393,254 | $ 62,555 | ||||||||||
Bad debts expense | 0 | $ 0 | |||||||||||
Allowance for doubtful accounts | 0 | ||||||||||||
Advertising and marketing expenses | 160,893 | 7,376 | |||||||||||
Net loss | (27,432) | $ (372,132) | $ (410,545) | $ 59,144 | $ (189,850) | $ (26,001,782) | $ (810,110) | $ (26,132,488) | |||||
Income tax examination, description | 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 | ||||||||||||
Operating Lease, Right-of-Use Asset | $ 2,092 | $ 2,092 | $ 14,257 | ||||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||||||
Operating Lease, Right-of-Use Asset | $ 44,602 | ||||||||||||
C-corporation [Member] | |||||||||||||
Net loss | $ 270,000 | ||||||||||||
Global Diversified Holdings, Inc. [Member] | President [Member] | |||||||||||||
Number of common stock for acquisition | 200 | ||||||||||||
Common Stock [Member] | |||||||||||||
Stock redeemed or called during period, shares | 19,500,000 | ||||||||||||
Common stock share outstanding | 20,000,000 | 14,067,006 | 14,067,006 | 13,132,518 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 393,254 | $ 62,555 |
Accumulated Deficit | $ 27,139,889 | $ 26,329,779 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) | Feb. 24, 2020 | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Jun. 30, 2020USD ($)shares | Mar. 31, 2020shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Feb. 24, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 13, 2018shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||
Common stock value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock shares issued | 14,067,006 | 14,067,006 | 13,897,827 | |||||||||
Common stock shares outstanding | 14,067,006 | 14,067,006 | 13,897,827 | |||||||||
Number of shares issued | 914,488 | |||||||||||
Sale of private placements | $ | $ 24,200 | $ 274,521 | $ 485,538 | $ 46,355 | $ 120,000 | |||||||
Professional fees for service | $ | $ 40,977 | $ 57,773 | $ 676,022 | $ 226,120 | ||||||||
Sale of private placements | $ | $ 300,000 | |||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Preferred stock, value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issued | 1,000 | 1,000 | 1,000 | |||||||||
Compensation expense-related party | $ | $ 26,020,400 | |||||||||||
Class A Super Voting Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock voting rights | Each share of such stock shall vote with the common stock and have 100,000 votes. | |||||||||||
Shares Issued Service [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Professional fees for service | $ | $ 784,259 | |||||||||||
Consultants and One Employee [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Stock issued during period shares issued for services | 393,860 | |||||||||||
Sale of private placements | $ | $ 534,009 | |||||||||||
Four Independent Directors [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Stock issued during period shares issued for services | 125,000 | |||||||||||
Sale of private placements | $ | $ 250,250 | |||||||||||
Five Accredited Investors [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Sale of private placements | $ | 415,628 | |||||||||||
Sale of private placements | $ | $ 300,000 | |||||||||||
Paul Adler [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
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] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, value per share | 1,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock shares issued | 14,067,006 | 14,067,006 | 13,132,518 | |||||||||
Common stock shares outstanding | 14,067,006 | 14,067,006 | 13,132,518 | 20,000,000 | ||||||||
Number of shares issued | 42 | |||||||||||
Stock issued during period shares issued for services | 20,000 | 149,179 | 349,681 | 57,000 | 60,000 | |||||||
Sale of private placements | $ | $ 2 | $ 15 | $ 35 | $ 57 | $ 60 | |||||||
Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Number of shares issued | ||||||||||||
Stock issued during period shares issued for services | ||||||||||||
Sale of private placements | $ | ||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||||
Preferred stock, value per share | $ / shares | $ 0.0001 | $ 0.0001 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | ||
Salary expense, CEO | $ 221,250 | $ 150,000 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITY (Details) | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Year ended December 31, 2021 | $ 15,732 |
Total minimum lease payments | $ 15,372 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Oct. 01, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lease term | 60 months | |||
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. | |||
Monthly payments | $ 1,600 | |||
Renewal term | 5 years | |||
Rent expenses | $ 4,356 | $ 4,302 | ||
Advance rent | 1,600 | |||
Security deposit | $ 1,600 | $ 1,600 |
SCHEDULE OF LOANS OUTSTANDING (
SCHEDULE OF LOANS OUTSTANDING (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Total loans payable | $ 46,549 | $ 20,540 | |
Loan Builder [Member] | |||
Short-term Debt [Line Items] | |||
Total loans payable | [1] | 14,072 | |
Sterling Line of Credit [Member] | |||
Short-term Debt [Line Items] | |||
Total loans payable | [1] | 46,549 | |
Credit Line - BlueVine [Member] | |||
Short-term Debt [Line Items] | |||
Total loans payable | [1] | $ 6,468 | |
[1] | Represents notes payable from factoring with varying rates of interest and fees, and no set minimum monthly payments |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | May 21, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||
Long term debt | $ 529,065 | $ 149,900 | |
SBA Loan [Member] | |||
Short-term Debt [Line Items] | |||
Proceeds from loan | $ 150,000 | ||
Debt instrument interest rate stated percentage | 3.75% | ||
Debt instrument maturity date description | payable over 30 years with all payments of principal and interest deferred for the first 12 months. | ||
PPP Loan [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument decrease forgiveness | $ 29,165 |
SCHEDULE OF CONCENTRATION OF RI
SCHEDULE OF CONCENTRATION OF RISK (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 25.00% | 28.00% |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 25.00% | 23.00% |
Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 18.00% | 21.00% |
Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 18.00% | 13.00% |
Customer E [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 02, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||||||
Common stock value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Number of shares issued | 914,488 | |||||||||
Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock issued during period, shares, issued for services | 20,000 | 149,179 | 349,681 | 57,000 | 60,000 | |||||
Number of shares issued | 42 | |||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Agreement description | Under the terms and subject to the conditions of the Purchase Agreement, the Investor is obligated to purchase up to $5,000,000 in shares of Common Stock (subject to certain limitations) from time-to-time over the 12-month period commencing on the date that a registration statement, which the Company agreed to file with the Securities and Exchange Commission (the “SEC”), is declared effective by the SEC. | |||||||||
Agreement price per share, description | The price per share of Common Stock shall be ninety percent (90%) of the average of the volume weighted average price of the Company’s Common Stock for five trading days following the clearing date associated with the put notice delivered by the Company to the Investor. | |||||||||
Subsequent Event [Member] | Three Service Providers [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock issued during period, shares, issued for services | 336,250 | |||||||||
Subsequent Event [Member] | Investor [Member] | Equity Purchase Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from issuance of common stock | $ 5,000,000 | |||||||||
Common stock value per share | $ 0.0001 | |||||||||
Subsequent Event [Member] | Paul Adler Sole Officer [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Liquidated damages | $ 25,000 | |||||||||
Subsequent Event [Member] | Investors And Affiliates [Member] | Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Ownership percentage | 4.99% | |||||||||
Subsequent Event [Member] | Investors [Member] | Purchase Agreement [Member] | Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 50,000 |