Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 23, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
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 | 500-5996 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 191,442 | ||
Entity Common Stock, Shares Outstanding | 15,635,756 | ||
Documents Incorporated By Reference | None | ||
Auditor Firm ID | 5041 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 54,185 | $ 312,574 |
Accounts receivable | 63,904 | 174,579 |
Prepaid expenses | 51,500 | 51,984 |
Inventory | 237,523 | 664,337 |
Other assets | 999 | 999 |
Total current assets | 408,111 | 1,204,472 |
Property and equipment, net | 277 | 833 |
Operating lease right of use assets | 570,446 | 80,271 |
Other assets-security deposit | 1,600 | 1,600 |
Total assets | 980,434 | 1,287,175 |
Current liabilities: | ||
Accounts payable and accrued expenses | 325,374 | 491,684 |
Current portion of operating leases payable | 112,665 | 13,508 |
Government loans payable | 524,033 | 529,065 |
Loans payable | 271,096 | 37,807 |
Total current liabilities | 1,233,168 | 1,072,063 |
Lease liabilities | 458,218 | 66,763 |
Total liabilities | 1,691,386 | 1,138,826 |
Commitments and contingencies | ||
Stockholders’ Equity (Deficit): | ||
Preferred stock, Series A $0.0001 par value, 1,000,000 shares authorized, 1,000 issued and outstanding | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 15,635,756 and 14,473,256 issued and outstanding as of December 31, 2022, and December 31, 2021, respectively | 1,564 | 1,447 |
Additional paid-in capital | 27,915,909 | 27,688,665 |
Accumulated deficit | (28,630,321) | (27,543,659) |
Accumulated other comprehensive income | 1,895 | 1,895 |
Total stockholders’ equity(deficit) | (710,953) | 148,349 |
Total liabilities and equity(deficit) | $ 980,434 | $ 1,287,175 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 20,000,000 | |
Common stock, per value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 15,635,756 | 14,473,256 |
Common stock, shares, outstanding | 15,635,756 | 14,473,256 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Sales, net | $ 1,643,138 | $ 2,665,017 |
Cost of goods sold | 1,235,528 | 1,629,116 |
Gross margin | 407,610 | 1,035,901 |
Operating expenses: | ||
Payroll and taxes | 690,981 | 657,760 |
Legal and professional fees | 282,494 | 1,041,542 |
Rent | 135,331 | 21,254 |
Selling, general and administrative expenses | 315,599 | 516,623 |
Impairment of intangible assets | 50,000 | |
Total operating expenses | 1,474,405 | 2,237,179 |
Income (loss) from operations | (1,066,794) | (1,201,278) |
Other (expense) | ||
Interest expense | (19,867) | (12,601) |
Total other (expense) | (19,867) | (12,601) |
Income (loss) before income taxes | (1,086,662) | (1,213,879) |
Provision for income taxes (benefit) | ||
Net income(loss) | $ (1,086,662) | $ (1,213,879) |
Basic and diluted (loss) per common share | $ (0.07) | $ (0.09) |
Weighted-average number of common shares outstanding: | ||
Basic and diluted | 15,104,914 | 14,011,246 |
Comprehensive income (loss): | ||
Unrealized gain on foreign exchange | $ 7,997 | |
Comprehensive income (loss) | $ (1,086,662) | $ (1,205,882) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - 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, 2020 | $ 1,313 | $ 26,267,208 | $ (26,329,779) | $ 9,892 | $ (51,366) | |
Beginning balance, shares at Dec. 31, 2020 | 1,000 | 13,132,518 | ||||
Common stock issued for services | $ 93 | 1,121,499 | 1,121,592 | |||
Common stock issued for services, shares | 925,110 | |||||
Change in foreign currency translation | (7,997) | (7,997) | ||||
Common stock issued in private placements | $ 42 | 299,958 | 300,000 | |||
Common stock issued in private placements, shares | 415,628 | |||||
Net loss | (1,213,879) | (1,213,879) | ||||
Ending balance, value at Dec. 31, 2021 | $ 1,447 | 27,688,665 | (27,543,659) | 1,895 | 148,349 | |
Ending balance, shares at Dec. 31, 2021 | 1,000 | 14,473,256 | ||||
Common stock issued for services | $ 117 | 227,244 | 227,361 | |||
Common stock issued for services, shares | 1,162,500 | |||||
Change in foreign currency translation | ||||||
Net loss | (1,086,662) | (1,086,662) | ||||
Ending balance, value at Dec. 31, 2022 | $ 1,564 | $ 27,915,909 | $ (28,630,321) | $ 1,895 | $ (710,953) | |
Ending balance, shares at Dec. 31, 2022 | 1,000 | 15,635,756 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net (loss) | $ (1,086,662) | $ (1,213,879) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 556 | 556 |
Stock-based compensation | 227,361 | 1,121,592 |
Impairment of intangible assets | 50,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 110,675 | (40,009) |
Prepaid expenses | 484 | (20,539) |
Right of use assets | (19,313) | (66,014) |
Inventory | 426,814 | (313,722) |
Other assets | 9,892 | |
Operating lease payable | 19,751 | 64,539 |
Accounts payable and accrued expenses | (166,310) | 19,170 |
Net cash (used in) operating activities | (436,645) | (438,415) |
Cash flows from investing activities: | ||
Purchase of intangible assets | (50,000) | |
Net cash used in investing activities | (50,000) | |
Cash flows from financing activities: | ||
Proceeds from loans payable | 238,543 | 50,000 |
Repayment of notes payable | (5,254) | (32,733) |
Proceeds from private placements | 300,000 | |
Government loans | (5,032) | 379,165 |
Net cash provided by financing activities | 228,257 | 696,432 |
Effect of exchange rates on cash and cash and cash equivalents | (7,997) | |
Net increase (decrease) in cash and cash equivalents | (258,388) | 258,017 |
Cash and cash equivalents at beginning of period | 312,574 | 62,555 |
Cash and cash equivalents at end of period | 54,185 | 312,574 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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 12,500,000 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 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. On August 31, 2022, the Company entered into an Asset Purchase Agreement with InPlay Capital Inc., a Delaware corporation (“InPlay”), pursuant to which, on the same date, the Company purchased from InPlay all of the assets used in the operation and conduct of its business relating to the online home fitness store known as “The Hula Fit”, including the Shopify Store and the TikTok, Facebook and Google ad accounts, for a purchase price of $ 50,000 100 Basis of Presentation The 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. Certain prior year amounts have been reclassified to conform to the presentation in the current year. The Company has adopted a December 31 year-end. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Diversified Holdings, Inc. 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 The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This Section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. During the years ended December 31, 2022 and December 31, 2021 stock-based compensation was $ 227,361 1,121,952 Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. On December 31, 2022, and 2021, the Company had $ 54,185 312,574 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 are 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 years ended December 31, 2022, and 2021 was $- 0- 0- 0 Inventory Inventory, which is comprised of snack food products and packaging supplies is charged to inventory when purchased, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. The Company does not carry any raw materials. The Company evaluates inventory levels quarterly value based upon assumptions about future demand and market conditions. Any inventory that has a cost basis in excess of its expected net realizable value, inventory that becomes obsolete, inventory in excess of expected sales requirements, inventory that fails to meet commercial sale specifications or is otherwise impaired are written down with a corresponding charge to the statement of operations in the period that the impairment is first identified. The Company performed its evaluation on December 31, 2022 and December 30, 2021 and determined that no writedown was required. 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 The Company recognizes revenue from product sales 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. Typically the Company receives a detailed purchase order from large retailers that specificy the goods ordered, their price, payment terms and the required delivery date. Once the delivery of items on the purchase order is made to the client and title passes, the Company has met its performance obligation and recognizes revenue. 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 $ 48,926 173,741 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. Intangible Assets Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. We perform an annual impairment assessment for intangible assets during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Determining the fair value of intangible assets is judgmental in nature and requires the use of significant estimates and assumptions. On September 30, 2022 we conducted an impairment analysis and determined that our purchase of Hula fit was fully impaired. As a result we record an impairment loss of $ 50,000 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 income tax returns are open for examination for up to the past three years under the statute of limitations. There are no tax returns currently under examination. Leases The majority of our lease obligations are real estate operating leases from which we conduct our business. For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the Consolidated Balance Sheets as either operating or finance leases at the inception of an agreement where it is determined that a lease exists. Leases with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheets; we recognize lease expense for these leases on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, or that are on a month to month basis are not recorded on our Consolidated Balance Sheets; we recognize lease expense for these leases on a straight-line basis over the lease term. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date. We use a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. Our lease terms generally do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised. Fixed payments may contain predetermined fixed rent escalations. We recognize the related rent expense on a straight-line basis from the commencement date to the end of the lease term. As of December 31, 2022 we had $ 570,446 112,665 458,218 4.0 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. During the year ended December 31, 2022 the Company had a balance of $ 1,895 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. As of December 31, 2022 the Company has no dilutive instruments that could increase the number of shares if exercised or converted. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN As of December 31, 2022, the Company had cash and cash equivalents of $ 54,185 28,630,321 |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 3 – CAPITAL STOCK The Company has 100,000,000 0.0001 15,635,756 14,473,256 2022 Common Stock Issuances for Services During the three months ended March 31, 2022 the Company issued 15,000 4,515 During the three months ended June 30, 2022 the Company issued 250,000 0.18 350,000 0.21 20,000 0.106 During the three months ended September 30, 2022 the Company issued 427,500 0.20 During the three months ended December 31, 2022 the Company issued 100,000 0.151 2021 Common Stock Issuances During the year ended December 31, 2021, the Company issued a total of 1,340,738 Services 800,110 871,341 125,000 250,250 These charges amounting to $ 1,121,591 932,591 189,000 Preferred Stock The Company has 20,000,000 .0001 1,000,000 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, Mr. Adler has effective voting control of approximately 97.2% of the Company |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS On August 31, 2022, the Company entered into an Asset Purchase Agreement with InPlay Capital Inc., a Delaware corporation (“InPlay”), pursuant to which, on the same date, the Company purchased from InPlay all of the assets used in the operation and conduct of its business relating to the online home fitness store known as “The Hula Fit”, including the Shopify Store and the TikTok, Facebook and Google ad accounts, for a purchase price of $ 50,000 100 50,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES The Company has two primary leases. The Company leases approximately 1,500 the Company entered into a 60 20,976 five-year In March 2022 the Company transitioned from the use of a public warehouse entered a lease for 8,500 60 132,896 Future minimum lease payments due under these operating leases, including renewal periods, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITY December 31, 2023 157,014 December 31, 2024 161,724 December 31, 2025 166,576 December 31, 2026 171,573 December 31, 2027 37,392 Total $ 694,279 |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 6 – LOANS PAYABLE The Company had various loans outstanding on December 31, 2022, and 2021 – all were short-term in nature, with varying rates of interest and fees, and no set minimum monthly payments, as follows: SCHEDULE OF DEBT 2022 2021 Fund box (c) $ 50,694 - Credit Line – Loan Builder(b) 144,746 - Credit Line – Sterling(a) 75,656 37,807 Total loans payable $ 271,096 $ 37,807 (a) The maximum borrowing level under this unsecured facility is $ 100,000 2.5 (b) The maximum borrowing level on this facility is $ 150,000 10 (c) The interest rate on this facility is 40 December 31, 2023 Government loans payable As of December 31, 2022 and December 31, 2021 the Company had $ 524,033 529,065 3.75 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 – INCOME TAXES For the period ended December 31, 2022, 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 net operating loss carry forward is approximately 672,000 The provision for Federal income tax consists of the following on December 31, 2022, and 2021: SCHEDULE OF PROVISION FOR FEDERAL INCOME TAX 2022 2021 Federal income tax benefit attributable to: Current Operations $ - $ 48,000 Less: Valuation allowance in 2021 - (48,000 ) Net provision for Federal income taxes $ - $ - |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 8 – CONCENTRATIONS The Company does substantially all of its business with five customers. These customers accounted for 93 % and 99 % of revenues for the years ended December 31, 2022, and 2021, respectively. SCHEDULE OF CONCENTRATION OF RISK 2022 2021 Customer A 33 27 Customer B 25 24 Customer C 13 21 Customer D 13 17 Customer E 9 10 Total 93 % 99 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2022, to the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 12,500,000 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 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. On August 31, 2022, the Company entered into an Asset Purchase Agreement with InPlay Capital Inc., a Delaware corporation (“InPlay”), pursuant to which, on the same date, the Company purchased from InPlay all of the assets used in the operation and conduct of its business relating to the online home fitness store known as “The Hula Fit”, including the Shopify Store and the TikTok, Facebook and Google ad accounts, for a purchase price of $ 50,000 100 |
Basis of Presentation | Basis of Presentation The 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. Certain prior year amounts have been reclassified to conform to the presentation in the current year. The Company has adopted a December 31 year-end. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Diversified Holdings, Inc. 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 The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This Section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. During the years ended December 31, 2022 and December 31, 2021 stock-based compensation was $ 227,361 1,121,952 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. On December 31, 2022, and 2021, the Company had $ 54,185 312,574 |
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 are 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 years ended December 31, 2022, and 2021 was $- 0- 0- 0 |
Inventory | Inventory Inventory, which is comprised of snack food products and packaging supplies is charged to inventory when purchased, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. The Company does not carry any raw materials. The Company evaluates inventory levels quarterly value based upon assumptions about future demand and market conditions. Any inventory that has a cost basis in excess of its expected net realizable value, inventory that becomes obsolete, inventory in excess of expected sales requirements, inventory that fails to meet commercial sale specifications or is otherwise impaired are written down with a corresponding charge to the statement of operations in the period that the impairment is first identified. The Company performed its evaluation on December 31, 2022 and December 30, 2021 and determined that no writedown was required. |
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 The Company recognizes revenue from product sales 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. Typically the Company receives a detailed purchase order from large retailers that specificy the goods ordered, their price, payment terms and the required delivery date. Once the delivery of items on the purchase order is made to the client and title passes, the Company has met its performance obligation and recognizes revenue. |
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 $ 48,926 173,741 |
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. |
Intangible Assets | Intangible Assets Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. We perform an annual impairment assessment for intangible assets during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Determining the fair value of intangible assets is judgmental in nature and requires the use of significant estimates and assumptions. On September 30, 2022 we conducted an impairment analysis and determined that our purchase of Hula fit was fully impaired. As a result we record an impairment loss of $ 50,000 |
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 income tax returns are open for examination for up to the past three years under the statute of limitations. There are no tax returns currently under examination. |
Leases | Leases The majority of our lease obligations are real estate operating leases from which we conduct our business. For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the Consolidated Balance Sheets as either operating or finance leases at the inception of an agreement where it is determined that a lease exists. Leases with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheets; we recognize lease expense for these leases on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, or that are on a month to month basis are not recorded on our Consolidated Balance Sheets; we recognize lease expense for these leases on a straight-line basis over the lease term. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date. We use a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. Our lease terms generally do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised. Fixed payments may contain predetermined fixed rent escalations. We recognize the related rent expense on a straight-line basis from the commencement date to the end of the lease term. As of December 31, 2022 we had $ 570,446 112,665 458,218 4.0 |
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. During the year ended December 31, 2022 the Company had a balance of $ 1,895 |
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. As of December 31, 2022 the Company has no dilutive instruments that could increase the number of shares if exercised or converted. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITY | Future minimum lease payments due under these operating leases, including renewal periods, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITY December 31, 2023 157,014 December 31, 2024 161,724 December 31, 2025 166,576 December 31, 2026 171,573 December 31, 2027 37,392 Total $ 694,279 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF DEBT | The Company had various loans outstanding on December 31, 2022, and 2021 – all were short-term in nature, with varying rates of interest and fees, and no set minimum monthly payments, as follows: SCHEDULE OF DEBT 2022 2021 Fund box (c) $ 50,694 - Credit Line – Loan Builder(b) 144,746 - Credit Line – Sterling(a) 75,656 37,807 Total loans payable $ 271,096 $ 37,807 (a) The maximum borrowing level under this unsecured facility is $ 100,000 2.5 (b) The maximum borrowing level on this facility is $ 150,000 10 (c) The interest rate on this facility is 40 December 31, 2023 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PROVISION FOR FEDERAL INCOME TAX | The provision for Federal income tax consists of the following on December 31, 2022, and 2021: SCHEDULE OF PROVISION FOR FEDERAL INCOME TAX 2022 2021 Federal income tax benefit attributable to: Current Operations $ - $ 48,000 Less: Valuation allowance in 2021 - (48,000 ) Net provision for Federal income taxes $ - $ - |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATION OF RISK | SCHEDULE OF CONCENTRATION OF RISK 2022 2021 Customer A 33 27 Customer B 25 24 Customer C 13 21 Customer D 13 17 Customer E 9 10 Total 93 % 99 % |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||||
Aug. 31, 2022 | Nov. 26, 2018 | Jun. 14, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
State or country of incorporation | DE | ||||
Date of incorporation | Dec. 01, 2017 | ||||
Common stock, shares outstanding | 15,635,756 | 14,473,256 | |||
Purchase of assets | $ 50,000 | ||||
Purchase of assets, percentage | 100% | ||||
Stock-based compensation | $ 227,361 | $ 1,121,952 | |||
Cash | 54,185 | 312,574 | |||
Bad debt expense | 0 | 0 | |||
Allowance for doubtful accounts | 0 | 0 | |||
Advertising and marketing expenses | 48,926 | 173,741 | |||
Impairment loss | 50,000 | ||||
Right of use of assets | 570,446 | 80,271 | |||
Short term operating lease payables | 112,665 | 13,508 | |||
Long term lease liabilities | $ 458,218 | $ 66,763 | |||
Average remaining life | 4 years | ||||
Unrealized gain due to foreign currency fluctuations | $ 1,895 | ||||
Officers and Directors [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Number of shares redeemed | 19,500,000 | ||||
Common stock, shares outstanding | 20,000,000 | ||||
Paul Adler [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Issuance of stock | 12,500,000 | ||||
President [Member] | Global Diversified Holdings, Inc. [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Issuance of stock for acquisitions | 200 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 54,185 | $ 312,574 |
Accumulated deficit | $ 28,630,321 | $ 27,543,659 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Feb. 24, 2020 | Jun. 14, 2018 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 15,635,756 | 15,635,756 | 14,473,256 | |||||
Common stock, shares outstanding | 15,635,756 | 15,635,756 | 14,473,256 | |||||
Issuance of stock for service, value | $ 227,361 | $ 1,121,592 | ||||||
Professional fees for service | $ 282,494 | $ 1,041,542 | ||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Service Provider [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares price | $ 0.106 | |||||||
Paul Adler [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of shares | 12,500,000 | |||||||
Preferred stock voting rights | the issuance of super-voting rights enabling him to vote 100,000,000 shares, Mr. Adler has effective voting control of approximately 97.2% of the Company | |||||||
2022 Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of shares | 250,000 | |||||||
Shares price | $ 0.18 | |||||||
2022 Common Stock [Member] | Director [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of stock for service, shares | 100,000 | 15,000 | ||||||
Issuance of stock for service, value | $ 4,515 | |||||||
Issuance of shares | 350,000 | |||||||
Shares price | $ 0.151 | $ 0.21 | $ 0.151 | |||||
2022 Common Stock [Member] | Service Provider [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of stock for service, shares | 20,000 | |||||||
2022 Common Stock [Member] | Investor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of stock for service, shares | 427,500 | |||||||
Shares price | $ 0.20 | |||||||
2021 Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of shares | 1,340,738 | |||||||
2021 Common Stock [Member] | Shares Issued Service [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Charges, net | $ 1,121,591 | |||||||
Professional fees for service | 932,591 | |||||||
Payroll for services | $ 189,000 | |||||||
2021 Common Stock [Member] | Consultants and One Employee [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of stock for service, shares | 800,110 | |||||||
Issuance of stock for service, value | $ 871,341 | |||||||
2021 Common Stock [Member] | Four Independent Directors [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of stock for service, shares | 125,000 | |||||||
Issuance of stock for service, value | $ 250,250 | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, voting rights | Each share of such stock shall vote with the common stock and have 100,000 votes | |||||||
Series A Preferred Stock [Member] | Paul Adler [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of super voting preferred stock, shares | 1,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |||
Purchase of assets | $ 50,000 | ||
Purchase of assets, percentage | 100% | ||
Impairment loss | $ 50,000 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITY (Details) | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
December 31, 2023 | $ 157,014 |
December 31, 2024 | 161,724 |
December 31, 2025 | 166,576 |
December 31, 2026 | 171,573 |
December 31, 2027 | 37,392 |
Total | $ 694,279 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | |
Oct. 01, 2021 USD ($) ft² | Mar. 31, 2022 USD ($) ft² | |
Commitments and Contingencies Disclosure [Abstract] | ||
Area of land | ft² | 1,500 | 8,500 |
Lease description | the Company entered into a 60-month lease $20,976 per year for the first two years with 3% annual escalation clauses for the last three years of the lease. The lease contains one five-year renewal option. | the Company transitioned from the use of a public warehouse entered a lease for 8,500 square feet of warehouse space for 60 months at 78 Henry Street Secaucus, NJ 07094 at the rate of $132,896 per year with annual 3% escalation clauses. |
Lessee, operating lease, term of contract | 60 months | 60 months |
Payments for rent | $ | $ 20,976 | $ 132,896 |
Lease renewal term | 5 years |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Total loans payable | $ 271,096 | $ 37,807 | |
Fund Box [Member] | |||
Short-Term Debt [Line Items] | |||
Total loans payable | [1] | 50,694 | |
Credit Line - Loan Builder [Member] | |||
Short-Term Debt [Line Items] | |||
Total loans payable | [2] | 144,746 | |
Credit Line - Sterling [Member] | |||
Short-Term Debt [Line Items] | |||
Total loans payable | [3] | $ 75,656 | $ 37,807 |
[1]The interest rate on this facility is 40 December 31, 2023 150,000 10 100,000 2.5 |
SCHEDULE OF DEBT (Details) (Par
SCHEDULE OF DEBT (Details) (Parenthetical) | Dec. 31, 2022 USD ($) |
Credit Line - Sterling [Member] | |
Short-Term Debt [Line Items] | |
Line of credit facility, maximum borrowing capacity | $ 100,000 |
Debt Instrument Interest Rate | 2.50% |
Credit Line Loan Builder [Member] | |
Short-Term Debt [Line Items] | |
Line of credit facility, maximum borrowing capacity | $ 150,000 |
Debt Instrument Interest Rate | 10% |
Fund Box [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument Interest Rate | 40% |
Government Loans Payable [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument Interest Rate | 3.75% |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Government loans payable | $ 524,033 | $ 529,065 |
SCHEDULE OF PROVISION FOR FEDER
SCHEDULE OF PROVISION FOR FEDERAL INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal income tax benefit attributable to: | ||
Current Operations | $ 48,000 | |
Less: Valuation allowance in 2021 | (48,000) | |
Net provision for Federal income taxes |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forward | $ 672,000 |
SCHEDULE OF CONCENTRATION OF RI
SCHEDULE OF CONCENTRATION OF RISK (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Total | 33% | 27% |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Total | 25% | 24% |
Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Total | 13% | 21% |
Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Total | 13% | 17% |
Customer E [Member] | ||
Concentration Risk [Line Items] | ||
Total | 9% | 10% |
Customer [Member] | ||
Concentration Risk [Line Items] | ||
Total | 93% | 99% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 93% | 99% |