UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Mark
One)



|[X]  | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|---- | --------------------------------------------------------------------------------------------
|     |                                                                                             
|     | For
    the fiscal year ended December 31, 2018                                             
|     |                                                                                             
|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from            to



Commission
file number 000-55889



GLOBAL
DIVERSIFIED MARKETING GROUP, INC.

(Exact
name of registrant as specified in its charter)



|Delaware                                                                                                                |  | 82-3707673                                                                                   
|----------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------
|(State
                                         or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
                                         Employer
        Identification
        No.)



4042
Austin Boulevard, Suite B

Island
Park, New York 11558

(Address
of principal executive offices) (zip code)



Registrant’s
telephone number, including area code: 800-500-5996



Securities
registered pursuant to Section 12(b) of the Act: None



|Securities
    registered pursuant to Section 12(g) of the Exchange Act: |  | Common
                                         Stock, $.0001 par value per share
        (Title
        of class)
|------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act



[  ]
Yes [X] No



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.



[  ]
Yes [X] No



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.



[X] Yes [  ] No



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).



[X] Yes [  ] No



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.



[X] Yes [  ] No



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



|Large
    Accelerated filer [  ] | Accelerated
    filer [  ]       
|-------------------------------- | ---------------------------------
|Non-accelerated
    filer [  ]   | Smaller
    reporting company [X]
|                                 | Emerging
    growth company[  ]  



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



[  ]
Yes [X] No



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter.



$
0



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.



|Class                                |  | Outstanding
    at April 10, 2019
|------------------------------------ |  | ---------------------------------
|                                     |  |                                  
|Common
    Stock, par value $0.0001  |  | 13,380,200                       
|Documents
incorporated by reference: |  | None                             


















PART
I



|Item
    1. | Business
|----------- | --------



Global
Diversified Marketing Group, Inc. (the “Company”) is a food and snack manufacturer, marketer and distributor through
its subsidiary Global Diversified Holdings, Inc (“GDHI”) in the United States, Canada, and Europe. The Company operates
through snacks segments offering Italian Wafers, French Madeleines, Wafer Pralines, Mini Honey Wafers, Puffs Bites, Coconut Rolls
and other wholesome snacks.



The
Company (through its subsidiary GDHI) is a successfully operating snack and gourmet food company. The Company travels the world
and attends global food trade shows to look for unique products and snacks. When it locates exciting and suitable products, the
Company will enter into a non-exclusive manufacturing contract with a factory to produce the product under the Company’s
own trademarked brands for sale in the United States and global markets.



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



Although
the Company does not have long-term contracts with any of retail chains, it has been supplying its current chain retail stores
for several years. In the food industry, there are no on-going contracts. A buyer will place a Purchase Order with the Company
and the Company will deliver on it. If the product does well, the buyer typically will continue to reorder the product. Typical
payment schedule for the Company’s products are net 30 day terms.



Vending
Operations



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



Products
and Trademarked Brands



The
Company currently has five trademark brands. Each brand encompasses numerous SKUs which are brought to market from time to time.
The Company produces its products primarily on an “on request” basis from its retail chain buyers for sale through
such chains.



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



|Puff
    Bites       | Sweet
    Puffs               
|-------------------- | ------------------------------
|                     | Choco
    Puffs               
|                     |                               
|BonBons
    de Paris | Plain
    French Madeleines   
|                     | Marble
    French Madeleines  
|                     |                               
|CoCo
    Bliss       | Coconut
    Rolls             
|                     | Coconut
    Wafer Bites       
|                     |                               
|Biscottelli          | 250g
    Wafers               
|                     | Mini
    Wafer                
|                     | Chocolate
    Filled Croissant
|                     | 150g
    Honey Wafer          
|                     |                               
|Fruttata             | Jams
    (in development)     



1







Retail
Chain Buyers



The
primary distribution of the Company’s products are through several major retail chains. The Company works with the buyers
who place orders for the Company’s products. The retail chain represented by these buyers will then distribute the product
to its retail outlets.



Marketing



The
Company’s products appeal to a wide range of consumers, including most all age brackets. The young snackers, classified
as those being between the ages of 18-34, tend to consume more snacks then average adult but the gourmet foods reach the broader
adult market. The senior market tends to reduce snacks and gourmet foods.



The
Company sells its products throughout the United States and global markets to buyers which typically represent recognized large
retail chain stores. The products are then distributed by the chains to their local outlets. The Company locates and develops
snacks and gourmet foods to brand under its trademarks based on feedback and demand. The Company works closely with buyers to
determine what products to locate and produce and to supply to the buyers.



The
Company intends to continue to develop additional gourmet foods and snack products under its own trademarked brands expanding
the Company’s offering portfolio. Management believes that the acquisition of small brands that have regional success and
adding these to the Company’s national distribution can immediately generate additional revenue streams for the Company.



Product
Activations



The
Company will set up blind taste test at neutral locations, in stores, malls and snack shops to let consumers sample products and
to determine consumer preferences, and most importantly, find out the basis for those preferences. Is it the taste, the packaging,
or Company image? This will also serve as an opportunity for the Company to highlight its products directly to the consumer.



The
Company anticipates that it will primarily target teens and adults up to age 65. The primary target market is “Young Snackers”
that are 18-34 years old and tend to eat more snacks than other age groups. The trend of snacks between meals is especially strong
with millennial and younger Americans. A quarter of American millennials, age 23 to 40, report eating four or more times a day,
compared to just 10% of Gen X and 9% of Baby Boomers. The Company believes that the senior age bracket (over 65) is not a strong
snack market.



Competition



The
snack food industry in the United States is very competitive, particularly in the savory and salty snack segment. Snacks are satisfying
consumer cravings around the world with the snacking business growing to US$3.4 billion globally in 2017. In the United States,
a study conducted by the Packaging Strategies reported that snacks account for 51% of all food sales, and 92% of adults in the
US have snacked within the last 24 hours.



The
snack industry has experienced an increase demand for “healthy” snacks. In the United States, companies are finding
success in the “snackable” fruit and vegetable category, such as grapes or baby carrots. These portable-produce items
are then repackaged into individual serving such as dried fruit and nut snack packs, small fresh smoothies and fruit cups. Consumers
has shown a very positive response to this snacking sub-category making it a billion dollar industry with an compounded annual
growth rate of 10% between 2012 and 2016.



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



2







Trading
Market



Currently,
there is no trading market for the securities of the Company. The Company intends to initially apply for admission to quotation
of its securities on the OTC QB or QX as soon as possible which may be while this offering is still in process. There can be no
assurance that the Company will qualify for quotation of its securities on the OTCQB or QX.



Corporate
History



The
Company, formerly known as Dense Forest Acquisition Corporation, was incorporated in Delaware on December 1, 2017 and changed
its name as part of the a subsequent change in control. The Company filed a registration statement on Form 10 with the Securities
and Exchange Commission (“SEC”) on January 19, 2018 registering its common stock by which it became a public reporting
company sixty days thereafter.



On
June 13, 2018 the Company effected a change in control with the resignation of the then officers and directors, contribution back
to the Company of 19,500,000 shares of the 20,000,000 outstanding shares of its common stock, and the appointment of new officers
and directors. On June 14, 2018 new management of the Company issued 12,500,000 shares of its common stock to Paul Adler, the
then president of the Company.



On
November 26, 2018 the Company effected the acquisition of GDHI, a private New York company owned by the Company’s president,
with the issuance of 200 shares of the Company’s common stock in exchange for all the outstanding shares of common stock
of GDHI. GDHI became a wholly-owned subsidiary of the Company.



Prior
to that acquisition, the Company had no business and no operations. Pursuant to the acquisition, the Company acquired the operations
and business plan of its subsidiary.



Employees



The
Company has only one executive officers and one staff employee.



Subsidiaries



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



|Item
    2. | Properties
|----------- | ----------



The
Company has its office headquarters at 4042 Austin Boulevard, Suite B, Island Park, New York 11558. The Company entered into a
60-month lease in October, 2016 to rent 1,000 SF for $19,680 per year. The lease contains one five year renewal option. The Company
maintains a 12,000 sq. ft. warehouse in Inwood, New York. The Company’s website is www.360worldsnacks.com.



|Item
    3. | Legal
    Proceedings
|----------- | ---------------------



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



|Item
    4. | Mine
    Safety Disclosures.
|----------- | ----------------------------



Not
applicable.



3







PART
II



|Item
    5. | Market
    for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|----------- | ----------------------------------------------------------------------------------------------------------------



There
is currently no public market for the Company’s securities. The Company has filed with the Securities and Exchange Commission
a registration statement on Form S-1 for the offer and sale of 2,500,000 shares of its common stock at $2.00 per share. At such
time as it qualifies after effectiveness of the registration statement, the Company may choose to apply for quotation of its securities
on the OTCQX.



As
such time as it qualifies, the Company may choose to apply for quotation of its securities on the Nasdaq Capital Market.



In
general there is greatest liquidity for traded securities on the Nasdaq Capital Market and less on the OTC Markets. It is not
possible to predict where, if at all, the securities of the Company will be traded following a business combination.



In
the reporting year hereof, 2018, the Company has issued the following listed securities which were not registered under the Securities
Act of 1933 pursuant to exemptions from registration of the Securities Act of 1933, as amended, as transactions by an issuer not
involving any public offering:



|Date               |  | Number
    of shares |  | Shareholder
    of common stock |  | Price                               
|------------------ |  | -------------------- |  | ------------------------------- |  | ------------------------------------
|                   |  |                      |  |                                 |  |                                     
|June,
    2018     |  | 12,500,000           |  | Paul
    Adler                  |  | Value
    equal to $0.0001 per share
|November,
    2018 |  | 200                  |  | Paul
    Adler                  |  | Value
    equal to $0.0001 per share



(1)
380,000 shares were issued in 2019 and 500,000 shares were issued in 2017 for an aggregate outstanding 13,380,200
shares.



|Item
    6. | Selected
    Financial Data
|----------- | ---------------------------



There
is no selected financial data required to be filed for a smaller reporting company.



|Item
    7. | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations
|----------- | -----------------------------------------------------------------------------------------



Prior
to the acquisition of GDHI as a subsidiary, the Company had no operations other than the administrative operations involved with
the change in control. The information discussed hereinbelow reflects the results of the Company’s subsidiary, GDHI, a successfully
operating company in the snack and gourmet food production, marketing and distribution industry.



Discussion
of the Year Ended 2017 and Year Ended 2018



Revenues
and Losses



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



4







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



The
Company has four customers that represent 100% of its business in 2018 ranging which is up from such customers representing 95%
of the company’s business in 2017. The largest of these customers represents 31% and the smallest 20%. However, the loss
of any one of these customers would have a material impact on the Company’s business and revenues until such time as the
Company was able to locate other buyers. Presently the Company spends a minimum amount on advertising consisting of $3,424 and
$2,015 for the years ended December, 31, 2018 and December 31, 2017, respectively.



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



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



|Blue Vine Credit Line |  | $ | 59,125 |  |  | $ | 60,147 | 
|--------------------- |  | - | ------ |  |  | - | ------ | 
|Fundbox Credit Line   |  |   | 17,077 |  |  |   | 8,077  | 



Liquidity
and Capital Resources



GDHI
has not incurred any significant debt during the development of its operations and as of December 31, 2018 and December 31, 2017.
The Company had lease payments for its office space of $17,600 in 2017, $19,334 in 2018 and has continuing annual lease
obligations of $19,923 in 2019, $20,517 in 2020 and $21,132 in 2021.



Results
of Operations



The
Company has not experienced any unusual or infrequent events or transactions or any significant economic changes that have materially
affected the amount of reported income from continuing operations The Company does not believe that its operations and revenues
have been impacted by any economic inflation. The Company anticipates that its sales may increase as it develops it health food
brands targeted to the more economic and health-aware consumer.



Off-Balance
Sheet Arrangements.



The
Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources.



Critical
Accounting Policies



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



Going
Concern



The
Company’s independent auditor has indicated substantial doubt about the Company continuing as a going concern based on
the Company’s accumulated deficit and accrued liabilities.



The
Company attributes the losses in 2018 to the legal fees incurred in order to go public.  The Company is in a period of expansion
which causes some cash flow changes. The Company has a strong relationship with its suppliers and has good credit terms with them.
In order to meet such expansion demands the Company has a revolving credit facility in place.



The
Company has projected that its expansion and placements will be above expectations in 2019 and will create a strong year
in revenue and net profits. The Company has had discussions with its clients what needs to be done to increase orders in
December 2019.



The
Company is undertaking a public offering of its 2,500,000 shares of its common stock at $2 per share to raise funds for expansion
and distribution.



5







|Item
    8. | Financial
    Statements and Supplementary Data
|----------- | -----------------------------------------------



The
financial statements for the year ended December 31, 2018 and 2017 are attached hereto.



|Item
    9. | Changes
    in and Disagreements with Accountants on Accounting and Financial Disclosure
|----------- | ----------------------------------------------------------------------------------------



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





|Item 9A. | Controls and Procedures
|-------- | -----------------------



Pursuant
to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of
the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done
as of the end of the fiscal year under the supervision and with the participation of theCompany’s principal
executive officer (who is also the principal financial officer). There have been no significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Based upon
that evaluation, the principal officer believes that the Company’s disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company
in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in
the day-to-day operations of the Company



Management’s
Report of Internal Control over Financial Reporting



The
Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company’s sole officer, its president, conducted an evaluation
of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018, based on the criteria
established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was
effective as of December 31, 2018, based on those criteria. A control system can provide only reasonably, not absolute, assurance
that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control
issues have been detected.



6







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



Changes
in Internal Control Over Financial Reporting



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



|Item
    9B. | Other
    Information
|------------ | ---------------------



Not
applicable.



7







PART
III



|Item
    10. | Directors,
    Executive Officers, and Corporate Governance
|------------ | -----------------------------------------------------------



Officers
and Directors



The
Directors and Officers of the Company as of December 31, 2018 are as follows:



|Name           |  | Positions
    and Offices Held                             
|-------------- |  | -----------------------------------------------------------
|               |  |                                                            
|Paul
    Adler |  | Director,
    President, Secretary, Chief Financial Officer



Paul
Adler is the sole executive officer and director of the Company and its majority shareholder.



There
are no agreements or understandings for the officer or director to resign at the request of another person and the above-named
officer and director is not acting on behalf of nor will act at the direction of any other person.



Paul
Adler

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



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



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



Directors



The
Company is authorized to have at least one director but no more than five.



Director
Independence



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



8







Director
Compensation



Directors
do not receive any compensation for serving on the Board of Directors.



Committees
and Terms



The
Board of Directors has not established any committees.



Conflicts
of Interest



There
are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts
of interest in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders
to enforce a liability of management to the Company would most likely be prohibitively expensive and time consuming.



Code
of Ethics



The
Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company anticipates that
it will adopt a code of ethics when either the number of directors or the number of employees increases. The adoption of an Ethical
Code at this time would not serve the primary purpose of such a code to provide a manner of conduct as the development, execution
and enforcement of such a code would be by the same persons and only persons to whom such code applied.



Corporate
Governance



For
reasons similar to those described above, the Company does not have a nominating nor audit committee of the board of directors.
At this time, the Company has only one officer and one director. The Company promotes accountability for adherence to honest and
ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that
the Company files and will file with the SEC and in other public communications made by the Company; and strives to be compliant
with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct
and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.



In
lieu of an Audit Committee, the Company’s director is responsible for reviewing and making recommendations concerning the
selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial
statements and other services provided by the Company’s independent public accountants. The Company’s director reviews
the Company’s internal accounting controls, practices and policies.



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



The
Company’s operating subsidiary, GDHI, has a separate board of directors from the Company which consists of:



|Name           |  | Position                               
|-------------- |  | ---------------------------------------
|               |  |                                        
|Paul
    Adler |  | President,
    Secretary, CFO, Director



Advisory
Board



The
Company has developed an advisory team that supports the Company and will provide guidance and contacts as needed and requested.
The advisory board includes:



Michael
Cascione. Michael Cascione, Sr. is the founder and president of Group C, whose various companies provide Pantry, Micro Markets,
Coffee and Vending services.



9







Anthony
Cascione. Anthony Cascione is a lifetime member of the Vending industry and a partner in Group C.



Oleg
Kaplun. In 2010, Mr. Kaplun started a food distribution company in New York to service specialty and ethnic markets.



James
Donegan. Mr. Donegan has a 30 plus-year track record of accomplishment as a sales and marketing executive in the food industry.



|Item
    11. | Executive
    Compensation
|------------ | --------------------------



The
Company has not paid compensation to any executive officer or director. The Company’s subsidiary, GDHI, paid its president
and director, Paul Adler, an annual compensation of $180,000. The Company anticipates that it will continue paying such compensation
to Mr. Adler with annual increases as approved by the Board..



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







Summary
Compensation





|Name
    and principal position |  | Year |  | Compensation
                                                                                ($) |         |  | Bonus
    ($) |  |   | Stock
                                         awards
                                                                                ($) |  |  | Option
    awards ($) |     |  | Nonequity
    incentive plan compensation ($) |   |  | Nonqualified
                                         deferred compensation earnings
                                                                                ($) |  |    | All
    other compensation ($) |  |  | Total
                                                                                ($) | 
|------------------------------- |  | ---- |  | ------------------------------------------------------------------------------------------------ | ------- |  | ------------- |  | - | ----------------------------------------------------------------------------------------------------------------------------------------- |  |  | --------------------- | --- |  | --------------------------------------------- | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -- | ------------------------------ |  |  | ----------------------------------------------------------------------------------------- | 
|(a)                             |  | (b)  |  | (c)                                                                                              |         |  | (d)           |  |   | (e)                                                                                                                                       |  |  | (f)                   |     |  | (g)                                           |   |  | (h)                                                                                                                                                                      |  |    | (i)                            |  |  | (j)                                                                                       | 
|Paul Adler                      |  | 2016 |  |                                                                                                  | 104,071 |  |               |  | 0 |                                                                                                                                           |  |  | 0                     |     |  |                                               | 0 |  |                                                                                                                                                                          |  | NA |                                |  |  | NA                                                                                        | 
|CEO,                            |  | 2017 |  |                                                                                                  | 127,500 |  |               |  | 0 |                                                                                                                                           |  |  | 12,500,000            | (1) |  |                                               | 0 |  |                                                                                                                                                                          |  |    |                                |  |  |                                                                                           | 
|President                       |  | 2018 |  |                                                                                                  | 180,000 |  |               |  |   |                                                                                                                                           |  |  |                       |     |  |                                               |   |  |                                                                                                                                                                          |  |    |                                |  |  |                                                                                           | 
|                               







| | (1) | Compensation
    was paid to Paul Adler from the Company’s subsidiary.  12,500,000 shares of the Company’s stock was
    issued to Paul Adler as part of a change in control of the Company.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







|Item
    12. | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|------------ | --------------------------------------------------------------------------------------------------



The
following table sets forth each person known by the Company to be the officer or director of the Company or a beneficial owner
of five percent or more of the Company’s common stock. The Company does not have any compensation plans. Except as noted,
the holder thereof has sole voting and investment power with respect to the shares shown.



|Name
    and Position                                |  | Shares
    Owned |            |  | Percent
    of Class(1) | 
|---------------------------------------------------- |  | ---------------- | ---------- |  | ----------------------- | 
|                                                     |  |                  |            |  |                         | 
|Paul Adler                                           |  |                  | 12,500,200 |  |                         | 
|President, CFO,
    Director                         |  |                  |            |  |                         | 
|                                                     |  |                  |            |  |                         | 
|All Officers and directors as a Group
    (1 person) |  |                  | 12,500,200 |  |                         | 



|(1) | Based
    on 13,380,200 shares outstanding at the date of this Report.
|--- | ----------------------------------------------------------------------



|Item
    13. | Certain
    Relationships and Related Transactions and Director Independence
|------------ | ----------------------------------------------------------------------------



The
Company issued 200 shares of its common stock in an stock-for-stock acquisition of its now wholly-owned subsidiary, GDHI. GDHI
was 100% owned by the President of the Company and the transaction cannot be deemed an arm’s length transaction.



10







|Item
    14. | Principal
    Accounting Fees and Services.
|------------ | -------------------------------------------



Audit
Fees



The
aggregate fees incurred for each of the last two years for professional services rendered by the independent registered public
accounting firm for the audits of the Company’s annual financial statements and review of financial statements included
in the Company’s Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory
filings or engagements were as follows:



|                   |  | December
    31, 2018 |       
|------------------ |  | --------------------- | ------
|                   |  |                       |       
|Audit-Related Fees |  | $                     | 23,100



The
Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before
the auditor renders audit and non-audit services. The Company does not rely on pre-approval policies and procedures.



11







PART
IV



|Item 15. | Exhibits, Financial Statement, Schedules
|-------- | ----------------------------------------



12











GLOBAL
DIVERSIFIED MARKETING GROUP, INC.



FINANCIAL
STATEMENTS



DECEMBER
31, 2018



13







GLOBAL
DIVERSIFIED MARKETING GROUP, INC.



TABLE
OF CONTENTS



DECEMBER
31, 2018



|Reports of Independent Registered Public Accounting Firm                                       | F-1           
|---------------------------------------------------------------------------------------------- | --------------
|                                                                                               |               
|Consolidated Balance Sheets as of December 31, 2018 and 2017                                   | F-2           
|                                                                                               |               
|Consolidated Statements of Operations for the years ended December 31, 2018 and 2017           | F-3           
|                                                                                               |               
|Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2018 and 2017 | F-4           
|                                                                                               |               
|Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2017           | F-5           
|                                                                                               |               
|Notes to the Consolidated Financial Statements                                                 | F-6
    - F-10



14







Report
of Independent Registered Public Accounting Firm



To
the shareholders and the board of directors of Global Diversified Marketing Group, Inc.



Opinion
on the Financial Statements



We
have audited the accompanying consolidated balance sheets of Global Diversified Marketing Group, Inc. as of December 31, 2018
and 2017, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended,
and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results
of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in
the United States.



Basis
for Opinion



These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.



We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud.



Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.



Substantial
Doubt about the Company’s Ability to Continue as a Going Concern



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.



/S/
BF Borgers CPA PC

BF
Borgers CPA PC



We
have served as the Company’s auditor since 2018

Lakewood,
CO

April
16, 2019



F-1






GLOBAL
DIVERSIFIED MARKETING GROUP, INC.

CONSOLIDATED
BALANCE SHEETS

AS
OF DECEMBER 31, 2018 AND 2017



|                                                                                                               |  | 2018 |         |   | 2017 |  
|-------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | -
|ASSETS                                                                                                         |  |      |         |   |      |  
|Current Assets                                                                                                 |  |      |         |   |      |  
|Cash
    and cash equivalents                                                                                  |  | $    | 21,515  |   |      | $
|Accounts receivable                                                                                            |  |      | 2,005   |   |      |  
|Prepaid expenses                                                                                               |  |      | 9,054   |   |      |  
|Inventory                                                                                                      |  |      | 453,002 |   |      |  
|Total Current Assets                                                                                           |  |      | 485,576 |   |      |  
|                                                                                                               |  |      |         |   |      |  
|Property and Equipment, net                                                                                    |  |      | 2,501   |   |      |  
|                                                                                                               |  |      |         |   |      |  
|Other Asset                                                                                                    |  |      |         |   |      |  
|Security
    deposit                                                                                           |  |      | 1,600   |   |      |  
|                                                                                                               |  |      |         |   |      |  
|TOTAL ASSETS                                                                                                   |  | $    | 489,677 |   |      | $
|                                                                                                               |  |      |         |   |      |  
|LIABILITIES AND
    STOCKHOLDERS’ EQUITY                                                                       |  |      |         |   |      |  
|                                                                                                               |  |      |         |   |      |  
|LIABILITIES                                                                                                    |  |      |         |   |      |  
|Current Liabilities                                                                                            |  |      |         |   |      |  
|Accounts payable
    and accrued expenses                                                                      |  | $    | 357,909 |   |      | $
|Loans payable                                                                                                  |  |      | 76,202  |   |      |  
|Stock
    redemption payable – current portion                                                                 |  |      | 0       |   |      |  
|Total Current Liabilities                                                                                      |  |      | 434,111 |   |      |  
|                                                                                                               |  |      |         |   |      |  
|Long-term debt                                                                                                 |  |      | 0       |   |      |  
|                                                                                                               |  |      |         |   |      |  
|TOTAL LIABILITIES                                                                                              |  |      | 434,111 |   |      |  
|                                                                                                               |  |      |         |   |      |  
|STOCKHOLDERS’ EQUITY                                                                                           |  |      |         |   |      |  
|Common stock, no
    par value, 200 shares authorized, 13,340,200 and 13,000,000 shares issued and outstanding |  |      | 1,334   |   |      |  
|Additional paid-in
    capital                                                                                 |  |      | 77,966  |   |      |  
|Retained
    earnings (deficit)                                                                                |  |      | (23,734 | ) |      |  
|                                                                                                               |  |      |         |   |      |  
|TOTAL STOCKHOLDERS’
    EQUITY                                                                                 |  |      | 55,566  |   |      |  
|                                                                                                               |  |      |         |   |      |  
|TOTAL LIABILITIES
    AND STOCKHOLDERS’ EQUITY                                                                 |  | $    | 489,677 |   |      | $



See
accompanying notes to financial statements.



F-2






GLOBAL
DIVERSIFIED MARKETING GROUP, INC.

CONSOLIATED
STATEMENTS OF OPERATIONS

FOR
THE YEARS ENDED DECEMBER 31, 2018 AND 2017



|                                                           |  | Year
    ended December 31, 2018 |            |   | Year
    ended December 31, 2017 |  
|---------------------------------------------------------- |  | -------------------------------- | ---------- | - | -------------------------------- | -
|                                                           |  |                                  |            |   |                                  |  
|SALES                                                      |  | $                                | 1,161,995  |   |                                  | $
|                                                           |  |                                  |            |   |                                  |  
|COST OF SALES                                              |  |                                  | 783,722    |   |                                  |  
|GROSS
                                         PROFIT      |  |                                  | 378,273    |   |                                  |  
|OPERATING
                                         EXPENSE |  |                                  | 431,192    |   |                                  |  
|                                                           |  |                                  |            |   |                                  |  
|NET INCOME (LOSS)
    BEFORE INCOME TAXES                  |  |                                  | (52,919    | ) |                                  |  
|                                                           |  |                                  |            |   |                                  |  
|PROVISION
    FOR INCOME TAXES                             |  |                                  | 0          |   |                                  |  
|                                                           |  |                                  |            |   |                                  |  
|NET
    INCOME (LOSS)                                      |  | $                                | (52,919    | ) |                                  | $
|                                                           |  |                                  |            |   |                                  |  
|NET
    INCOME (LOSS) PER SHARE: BASIC AND DILUTED         |  | $                                | (0.004     | ) |                                  | $
|                                                           |  |                                  |            |   |                                  |  
|WEIGHTED AVERAGE
    SHARES OUTSTANDING: BASIC AND DILUTED |  |                                  | 13,085,718 |   |                                  |  



See
accompanying notes to financial statements.



F-3






GLOBAL
DIVERSIFIED MARKETING GROUP, INC.

CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY

FOR
THE YEARS ENDED DECEMBER 31, 2018 AND 2017



|                                                                          |  | Common
    Stock |             |   | Additional
    Paid-in |   |        | Retained
    Earnings |  |   |           | 
|------------------------------------------------------------------------- |  | ---------------- | ----------- | - | ---------------------- | - | ------ | --------------------- |  | - | --------- | 
|                                                                          |  | Shares           |             |   | Amount                 |   |        | Capital               |  |   | (Deficit) | 
|                                                                          |  |                  |             |   |                        |   |        |                       |  |   |           | 
|Balance, January 1, 2017                                                  |  |                  | 20,000,000  |   |                        | $ | 2,000  |                       |  | $ | -         | 
|                                                                          |  |                  |             |   |                        |   |        |                       |  |   |           | 
|Common shares returned as part of
    change in control                   |  |                  | (19,500,000 | ) |                        |   | (1,950 | )                     |  |   | -         | 
|                                                                          |  |                  |             |   |                        |   |        |                       |  |   |           | 
|Common shares issued as part of change
    in control                     |  |                  | 12,500,000  |   |                        |   | 1,250  |                       |  |   | -         | 
|                                                                          |  |                  |             |   |                        |   |        |                       |  |   |           | 
|Net income for
    the year ended December 31, 2017                       |  |                  | -           |   |                        |   | -      |                       |  |   | -         | 
|                                                                          |  |                  |             |   |                        |   |        |                       |  |   |           | 
|Balance, December 31, 2017                                                |  |                  | 13,000,000  |   |                        |   | 1,300  |                       |  |   | -         | 
|                                                                          |  |                  |             |   |                        |   |        |                       |  |   |           | 
|Common shares sold in 2018                                                |  |                  | 340,000     |   |                        |   | 34     |                       |  |   | 77,966    | 
|                                                                          |  |                  |             |   |                        |   |        |                       |  |   |           | 
|Common shares issued in connection
    with the acquisition of subsidiary |  |                  | 200         |   |                        |   | -      |                       |  |   | -         | 
|                                                                          |  |                  |             |   |                        |   |        |                       |  |   |           | 
|Net (loss) for
    the year ended December 31, 2018                       |  |                  | -           |   |                        |   | -      |                       |  |   | -         | 
|                                                                          |  |                  |             |   |                        |   |        |                       |  |   |           | 
|Balance, December 31, 2018                                                |  |                  | 13,340,200  |   |                        | $ | 1,334  |                       |  | $ | 77,966    | 



See
accompanying notes to financial statements.



F-4






GLOBAL
DIVERSIFIED MARKETING GROUP, INC.

CONSOLIDATED
STATEMENTS OF CASH FLOWS

FOR
THE YEARS ENDED DECEMBER 31, 2018 AND 2017



|                                                                                |  | Year
    ended December 31, 2018 |         |   | Year
    ended December 31, 2017 |  
|------------------------------------------------------------------------------- |  | -------------------------------- | ------- | - | -------------------------------- | -
|CASH FLOWS FROM OPERATING
    ACTIVITIES                                        |  |                                  |         |   |                                  |  
|Net
    income (loss) for the year                                              |  | $                                | (52,919 | ) |                                  | $
|Adjustments to reconcile net loss to
    net cash used in operating activities: |  |                                  |         |   |                                  |  
|Depreciation expense                                                            |  |                                  | 556     |   |                                  |  
|Changes in assets and liabilities:                                              |  |                                  |         |   |                                  |  
|(Increase) decrease
    in accounts receivable                                  |  |                                  | 16,103  |   |                                  |  
|(Increase) decrease
    in prepaid expenses                                     |  |                                  | (4,180  | ) |                                  |  
|(Increase) in inventory                                                         |  |                                  | (91,974 | ) |                                  |  
|Increase
    in accounts payable and accrued expenses                           |  |                                  | 120,313 |   |                                  |  
|Net Cash Provided
    by (Used in) Operating Activities                         |  |                                  | (12,101 | ) |                                  |  
|                                                                                |  |                                  |         |   |                                  |  
|CASH FLOWS FROM FINANCING
    ACTIVITIES                                        |  |                                  |         |   |                                  |  
|Increase in loans
    payable                                                   |  |                                  | 616     |   |                                  |  
|Issuances of common
    stock                                                   |  |                                  | 78,000  |   |                                  |  
|Payments
    to redeem common stock                                             |  |                                  | (45,000 | ) |                                  |  
|Net Cash Provided
    by (Used in) Financing Activities                         |  |                                  | 33,616  |   |                                  |  
|                                                                                |  |                                  |         |   |                                  |  
|CASH FLOWS FROM INVESTING
    ACTIVITIES                                        |  |                                  |         |   |                                  |  
|Acquisition
    of property and equipment                                       |  |                                  | 0       |   |                                  |  
|Net Cash Used
    by Investing Activities                                       |  |                                  | 0       |   |                                  |  
|                                                                                |  |                                  |         |   |                                  |  
|NET INCREASE (DECREASE)
    IN CASH                                             |  |                                  | 21,515  |   |                                  |  
|Cash, beginning of period                                                       |  |                                  | 0       |   |                                  |  
|Cash, end of
    period                                                         |  | $                                | 21,515  |   |                                  | $
|                                                                                |  |                                  |         |   |                                  |  
|SUPPLEMENTAL CASH
    FLOW INFORMATION:                                         |  |                                  |         |   |                                  |  
|Interest
    paid                                                               |  | $                                | 25,427  |   |                                  | $
|Federal
    income taxes paid                                                   |  | $                                | 0       |   |                                  | $



See
accompanying notes to financial statements.



F-5






GLOBAL
DIVERSIFIED MARKETING GROUP, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2018



NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Nature
of Business



Global
Diversified Marketing Group, Inc. (the “Company”), formerly known as Dense Forest Acquisition Corporation, was incorporated
in Delaware on December 1, 2017 and changed its name on June 13, 2018 as part of a change in control. As part of the change in
control, its then officers and directors resigned and contributed back to the Company 19,500,000 shares of the 20,000,000 outstanding
shares of its common stock, and appointed new officers and directors. On June 14, 2018 new management of the Company issued 12.500,000
shares of its common stock to Paul Adler, the then president of the Company.



On
November 26, 2018 the Company effected the acquisition of Global Diversified Holdings, Inc. (“GDHI”), a private New
York company owned by the Company’s president, with the issuance of 200 shares of the Company’s common stock in exchange
for all of the outstanding shares of GDHI. GDHI became a wholly owned subsidiary of the Company, and its activity for the years
2018 and 2017 are reflected in these financial statements along with the expenses of the Company.



Prior
to the acquisition of GDHI, the Company had no business and no operations. Pursuant to the acquisition, the Company acquired the
operations and business plan of GDHI, which imports and sells snack food products. For accounting purposes, GDHI is considered
to be the acquirer, and the equity is presented as if the business combination had occurred on January 1, 2017



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. 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. All intercompany
accounts and transactions have been eliminated in consolidation.



Fair
Value of Financial Instruments



The
Company’s financial instruments consist of cash, accounts receivable from customers, accounts payable, and loans payable.
The carrying amounts of these financial instruments approximates fair value due either to length of maturity or interest rates
that approximate prevailing market rates unless otherwise disclosed in these financial statements.



Use
of Estimates



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of
the balance sheet. Actual results could differ from those estimates.



Stock-Based
Compensation



As
of December 31, 2018, the Company has not issued any share-based payments to its employees. Under the modified prospective method
the Company uses, stock compensation expense includes compensation expense for all stock-based compensation awards granted, based
on the grant-date estimated fair value.



F-6






GLOBAL
DIVERSIFIED MARKETING GROUP, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2018



NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Cash
and Cash Equivalents



The
Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. At
December 31, 2018 and 2017, the Company had $21,515 and $0 of cash.



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 credit worthiness,
as determined by review of their current credit information. The Company continuously monitors credit limits for its customers
and maintains a provision for estimated credit losses based on its historical experience and any specific customer issues that
have been identified. An allowance for doubtful; accounts is provided against accounts receivable for amounts management believes
may be uncollectible. The Company historically has not had issues collecting on its accounts receivable from its customers. The
Company factors certain of its receivables to improve its cash flow.



Bad
debt expense for the years ended December 31, 2018 and 2017 was $0; the allowance for doubtful accounts at December 31, 2018 and
2017 was $0.



Inventory



Inventory
consists of snack food products and packaging supplies, and are 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 $3,424 and $2,015 during the years ended December 31, 2018 and 2017, respectively.



F-7






GLOBAL
DIVERSIFIED MARKETING GROUP, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2018



NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Impairment
of Long-Lived Assets



The
Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may
not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived
assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss
based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower
of the carrying amount or the fair value less costs to sell.



Income
Taxes



Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and
liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and
are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax
assets that, based on available evidence, are not expected to be realized.



The
Company’s wholly owned subsidiary, with the consent of its stockholder, had elected to be taxed as an S Corporation under
the provisions of the Internal Revenue Code. Instead of paying federal corporate income taxes, the stockholder(s) of an S Corporation
are taxed individually on their proportionate share of the Company’s taxable income. Therefore, prior to the business combination
discussed above, the Company had made no provision for income taxes. Effective with the business combination, the wholly owned
subsidiary became a C-corporation, and the loss incurred for the period as a C-corporation approximated $270,000. See Note 7.



The
Company’s income tax returns are open for examination for up to the past three years under the statute of limitations. There
are no tax returns currently under examination.



Comprehensive
Income



The
Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances.
When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income
comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant
transactions that are required to be reported in other comprehensive income.



Basic
Income (Loss) Per Share



Basic
income (loss) per share has been calculated based on the weighted average number of shares of common stock outstanding during
the period.



Recent
Accounting Pronouncements



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



As
of December 31, 2018, the Company had cash and cash equivalents of $21,515 and an accumulated deficit of $23,734.  Additionally,
the Company had accounts payable and accrued liabilities of $357,909. These conditions raise substantial doubt about the
Company’s ability to continue as a going concern. 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.



NOTE
2 – STOCK REDEMPTION PAYABLE



On
September 7, 2016, the Company entered into a Stock Redemption and Purchase Agreement with a 50% shareholder to purchase back
his 100 common shares. The shares had been purchased for $70,000 and the Company agreed to buy them back for $90,000. Payments
required under the Agreement are $3,750 per month starting on January 2, 2017. At December 31, 2018 and 2017, the Company owed
$0 and $45,000, respectively. See Note 3.



F-8






GLOBAL
DIVERSIFIED MARKETING GROUP, INC.

NOTES
TO CONSOLIDATED THE FINANCIAL STATEMENTS

DECEMBER
31, 2018



NOTE
3 – CAPITAL STOCK



The
Company has 100,000,000 shares of $.0001 par value common stock authorized. The Company has 13,340,200 and 20,000,000 shares of
common stock issued and outstanding as of December 31, 2018 and 2017, respectively.



The
Company has 20,000,000 shares of $.0001 par value preferred stock authorized. Preferred shares have not yet been issued.



NOTE
4 – RELATED PARTY TRANSACTIONS



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



NOTE
5 – COMMITMENTS AND CONTINGENCIES



The
Company entered into a 60 month lease agreement on October 1, 2016 to rent office space. The lease requires monthly payments of
$1,600 for the first 24 months and after that increases by 3% each year, and contains one five year renewal option. Rental expenses
under this lease for the years ended December 31, 2018 and 2017 was $19,334 and $17,600, respectively. The lease also required
an advance payment of $1,600 for the last month of rent as well as a $1,600 security deposit. Future minimum lease payments due
under this operating lease, including renewal periods, are as follows:



|Year ended December 31, 2019     |  | $ | 19,923  | 
|-------------------------------- |  | - | ------- | 
|Year ended December 31, 2020     |  |   | 20,517  | 
|Year ended December 31, 2021     |  |   | 21,132  | 
|Thereafter                       |  |   | 109,284 | 
|Total
    minimum lease payments |  | $ | 170,856 | 



The
Company also pays rental charges for warehouse and storage space under a three year lease agreement dated May 18, 2017, with payments
due calculated at $1,400 per container.



NOTE
6 – LOANS PAYABLE



The
Company had various loans outstanding at December 31, 2018 and 2017 – all were short-term in nature, with varying rates
of interest and fees, and no set minimum monthly payments, as follows:



|                            |  | 2018 |        |  | 2017 |  
|--------------------------- |  | ---- | ------ |  | ---- | -
|Business Backer Credit Line |  | $    | 0      |  |      | $
|Credit Line - BlueVine      |  |      | 59,125 |  |      |  
|Credit Line -
    Fundbox   |  |      | 17,077 |  |      |  
|Total
    loans payable     |  | $    | 76,202 |  |      | $



NOTE
7 – INCOME TAXES



For
the period ended December 31, 2018, 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 $270,000
at December 31, 2018.



F-9






GLOBAL
DIVERSIFIED MARKETING GROUP, INC.

NOTES
TO CONSOLIDATED THE FINANCIAL STATEMENTS

DECEMBER
31, 2018



NOTE
7 – INCOME TAXES (continued)



The
provision for Federal income tax consists of the following at December 31, 2018 and 2017:



|                                                |  | 2018 |         |   | 2017 |  
|----------------------------------------------- |  | ---- | ------- | - | ---- | -
|Federal income tax benefit attributable
    to: |  |      |         |   |      |  
|Current
    Operations                          |  | $    | 56,700  |   |      | $
|Less:
    valuation allowance                   |  |      | (56,700 | ) |      |  
|Net provision
    for Federal income taxes      |  | $    | 0       |   |      | $



NOTE
8 – CONCENTRATIONS



The
Company does a significant amount of its total business with 4 customers, as follows for 2018 and 2017 (percentage of total sales
of $1,161,995 and $1,298,372, respectively):



|               |  | 2018 |  | 2017
|-------------- |  | ---- |  | ----
|Customer
    A |  | 31%  |  | 31% 
|Customer
    B |  | 26%  |  | 26% 
|Customer
    C |  | 23%  |  | 19% 
|Customer
    D |  | 20%  |  | 19% 



NOTE
9 – SUBSEQUENT EVENTS



In
accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2018 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.



F-10








Exhibits



| | 31 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | -- | ----------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                   
| | 32 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



15







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.



|                           | GLOBAL
    DIVERSIFIED MARKETING GROUP, INC.
|-------------------------- | --------------------------------------------
|                           |                                             
|Dated:
    May 9, 2019     | By:                                         
|                           |                                             
|                           |                                             
|Dated:
        May 9, 2019 | By:                                         
|                           |                                             



Pursuant
to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.



|NAME               |  | OFFICE   |  | DATE       
|------------------ |  | -------- |  | -----------
|                   |  |          |  |            
|/s/
    Paul Adler |  | Director |  | May 9, 2019



16