GDMK Global Diversified Marketing Group Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2023

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

 

For the transition period from ________ to _________

 

Commission File Number: 000-55889

 

NETBRANDS CORP.

(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: 800-550-5996

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

 

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. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 ☐ No ☒

 

As of November 20, 2023, the registrant had 16,610,756 shares of its common stock issued and outstanding.

 

 

 

NETBRANDS CORP.

 

QUARTERLY REPORT ON FORM 10-Q

 

September 30, 2023

 

TABLE OF CONTENTS

 

		Page
PART I - FINANCIAL INFORMATION		3
Item 1.	Condensed Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.	Controls and Procedures	8
PART II - OTHER INFORMATION		9
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosure	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
SIGNATURES		10

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

 

The following unaudited interim condensed consolidated financial statements of NetBrands Corp. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (the “SEC”), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which we filed with the SEC on March 23, 2023 (the “Annual Report”), as updated in subsequent filings we have made with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

 

 

NETBRANDS CORP.

 

Condensed Consolidated Financial Statements for the Nine Months Ended September 30, 2023

 

Index to the Unaudited Condensed Consolidated Financial Statements

 

Condensed Consolidated Balance Sheets at September 30, 2023 (Unaudited) and December 31, 2022	F-2
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	F-3
Condensed Consolidated Statement of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	F-5
Notes to the Condensed Consolidated Financial Statements (Unaudited)	F-6

 

 

NetBrands Corp.

Formerly Known as Global Diversified Marketing Group Inc.

Condensed Consolidated Balance Sheets

 

		September 30,				December 31,
		2023				2022
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	-			$	54,185
Accounts receivable			3,540				63,904
Prepaid expenses			51,500				51,500
Inventory			103,194				237,523
Other assets			999				999
Total current assets			159,233				408,111
Property and equipment, net			-				277
Operating lease right of use assets			496,943				570,446
Other assets-security deposit			1,600				1,600
Total assets		$	657,776			$	980,434
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Cash overdraft		$	17,340			$	-
Accounts payable and accrued expense			696,841				325,374
Current portion of operating lease payable			112,666				112,666
Notes payable -related party			134,048				-
Loans payable			491,343				271,096
Total current liabilities			1,452,238				709,135
Government loans payable			500,000				524,033
Lease liabilities			392,558				458,218
Total liabilities			2,344,796				1,691,386
Commitments and contingencies			-				-
Stockholders’ (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; 16,610,756 and 15,635,756 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively			1,661				1,564
Additional paid-in capital			28,080,311				27,915,909
Accumulated deficit			(29,770,887	)			(28,630,321	)
Accumulated other comprehensive income			1,895				1,895
Total stockholders’ (deficit)			(1,687,020	)			(710,953	)
Total liabilities and (deficit)		$	657,776			$	980,434

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

NetBrands Corp.

Formerly Known as Global Diversified Marketing Group Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

		Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2023				2022				2023				2022
Sales, net			71,938			$	394,924			$	584,004			$	1,288,532
Cost of goods sold			38,610				345,407				382,765				981,024
Gross margin			33,328				49,517				201,239				307,508
Operating expenses:
Payroll and taxes			24,641				164,357				426,248				520,853
Legal and professional fees			75,306				105,599				203,949				245,010
Rent			15,041				48,226				104,933				89,235
Selling, general and administrative and expenses			36,709				46,581				198,688				253,301
Impairment of intangible assets			-				50,000				-				50,000
Total operating expenses			151,697				414,763				933,818				1,158,399
Income (loss) from operations			(118,369	)			(365,246	)			(732,579	)			(850,891	)
Other (expense)
Interest expense			(304,372	)			(2,657	)			(407,987	)			(9,268	)
Total other (expense)			(304,372	)			(2,657	)			(407,987	)			(9,268	)
Income (loss) before income taxes			(422,740	)			(367,903	)			(1,140,566	)			(860,159	)
Provision for income taxes (benefit)							-				-				-
Net loss		$	(422,740	)		$	(367,904	)			(1,140,566	)		$	(860,159	)
Basic and diluted earnings (loss) per common share		$	(0.03	)		$	(0.02	)		$	(0.07	)		$	(0.06	)
Weighted-average number of common shares outstanding:
Basic and diluted			16,137,930				15,305,702				15,929,071				15,053,889

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

NetBrands Corp.

Formerly Known as Global Diversified Marketing Group Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

 

		Shares				Value				Shares				Value				Capital				Deficit				Income(Loss)				Equity
																										Accumulated
																		Additional								Other				Total
		Preferred Stock								Common Stock								Paid-in				Accumulated				Comprehensive				Stockholders’
		Shares				Value				Shares				Value				Capital				Deficit				Income(Loss)				Equity
Balance, December 31, 2021			1,000			$	-				14,473,256			$	1,447			$	27,688,665			$	(27,543,659	)		$	1,895			$	148,349
Common stock issued for services											15,000				2				4,514												4,515
Net loss							-																(203,794	)			-				(203,794	)
Balance, March 31, 2022			1,000			$	-				14,488,256			$	1,449			$	27,693,179			$	(27,747,454	)		$	1,895			$	(50,930	)
Common stock issued for services											620,000				62				120,558												120,620
Net loss							-																(288,462	)			-				(288,462	)
Balance, June 30, 2022			1,000			$	-				15,108,256			$	1,511			$	27,813,737			$	(28,035,916	)		$	1,895			$	(218,772	)
Common stock issued for services											427,500				43				87,082												87,125
Net loss							-																(367,904	)			-				(367,904	)
Balance, September 30, 2022			1,000			$	-				15,535,756			$	1,554			$	27,900,819			$	(28,403,820	)		$	1,895			$	(499,550	)

 

																										Accumulated
																		Additional								Other				Total
		Preferred Stock								Common Stock								Paid-in				Accumulated				Comprehensive				Stockholders’
		Shares				Value				Shares				Value				Capital				Deficit				Income(Loss)				Equity
Balance, December 31, 2022			1,000			$	-				15,635,756			$	1,564			$	27,915,909			$	(28,630,321	)		$	1,895			$	(710,953	)
Net loss							-								-				-				(292,020	)			-				(292,020	)
Balance, March 31, 2023			1,000			$	-				15,635,756			$	1,564			$	27,915,909			$	(28,922,340	)		$	1,895			$	(1,002,973	)
Common stock issued for services											475,000				48				103,453												103,500
Net loss							-								-								(425,807	)			-				(425,807	)
Balance, June 30, 2023			1,000			$	-				16,110,756			$	1,611			$	28,019,361			$	(29,348,147	)		$	1,895			$	(1,325,280	)
Common stock issued for services											500,000				50				60,950												61,000
Net loss							-																(422,740	)			-				(422,740	)
Balance, September 30, 2023			1,000			$	-				16,610,756			$	1,661			$	28,080,311			$	(29,770,887	)		$	1,895			$	(1,687,020	)

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

NetBrands Corp.

Formerly Known as Global Diversified Marketing Group Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		2023				2022
		Nine Months Ended				Nine Months Ended
		September 30,				September 30,
		2023				2022
Cash flows from operating activities
Net (loss)		$	(1,140,566	)		$	(860,159	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation			277				2,761
Stock based compensation			164,500				212,260
Impairment of intangible assets			-				50,000
Changes in operating assets and liabilities:
Accounts receivable			60,364				84,019
Prepaid expenses			-				484
Inventory			128,141				354,815
Right of use assets-net			14,029				(1,751	)
Cash overdraft			17,340
Accounts payable and accrued expenses			371,468				(40,234	)
Net cash provided by (used in) operating activities			(384,447	)			(197,805	)
Cash flows from investing activities:
Purchase of intangible assets			-				(50,000	)
Net cash used in investing activities			-				(50,000	)
Cash flows from financing activities
Notes payable related parties			134,048				112,911
Proceeds from notes payable			220,247
Payments on government loans			(24,033	)
Net cash provided by investing activities			330,262				112,911
Net increase (decrease) in cash and cash equivalents			(54,185	)			(134,894	)
Cash and cash equivalents at beginning of period			54,185				312,574
Cash and cash equivalents at end of period		$	-			$	177,679
Supplemental disclosure of cash flow information:
Cash paid for interest						$	9,268
Cash paid for income taxes		$	-			$	-

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

NETBRANDS CORP.

(Formerly Known as Global Diversified Marketing Group Inc.)

Notes To Unaudited Condensed Financial Statements For The Periods

Ended September 30, 2023 and 2022

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

 

NetBrands Corp., formerly known as Global Diversified Marketing Group Inc. (“NetBrands” or the “Company”), was incorporated as Dense Forest Acquisition Corporation, in Delaware on December 1, 2017, and changed its name on June 13, 2018, as part of a change in control. As part of the change in control, its then officers and directors resigned and contributed back to the Company 19,500,000 shares of the 20,000,000 outstanding shares of its common stock, and appointed new officers and directors. On June 14, 2018, the new management of the Company issued 12,500,000 shares of its common stock to Paul Adler, the then president of the Company.

 

On November 26, 2018, the Company effected the acquisition of Global Diversified Holdings, Inc. (“GDHI”), a private New York company owned by the Company’s president, with the issuance of 200 shares of the Company’s common stock in exchange for all of the outstanding shares of GDHI. GDHI became a wholly-owned subsidiary of the Company, and its activity for the years 2022 and 2021 is reflected in these condensed 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.

 

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. Paul Adler, the sole executive officer and a director of the Company, and the Company’s majority stockholder, is also the sole officer, director, and 100% stockholder of InPlay.

 

On March 29, 2023, the Company filed an Amendment to its Certificate of Incorporation effecting the change of the Company’s name to NetBrands Corp., a name that reflects the planned expansion of the Company’s digital business. On July 31, 2023, the Company’s common stock began trading on the OTC Pink marketplace under its new name, NetBrands Corp., and its new trading symbol “NBND.”

 

Basis of Presentation

 

The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. 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.

 

Management’s Representation of Interim Condensed Financial Statements

 

The accompanying unaudited consolidated condensed financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed financial statements. Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated condensed financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

 

Principles of Consolidation

 

The accompanying consolidated condensed 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.

 

F-6

 

 

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 condensed financial statements.

 

Use of Estimates

 

The preparation of condensed 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 nine months ended September 30, 2023 and September 30, 2022, stock-based compensation was $164,500 and $212,260, respectively.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. On September 30, 2023, and December 31, 2022, the Company had a cash overdraft of $(17,340), and $54,185 of cash and cash equivalents, respectively.

 

Accounts Receivable

 

Accounts receivable are generated from sales of snack food products to retail outlets throughout the United States. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current creditworthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for its customers and maintains a provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. An allowance for doubtful accounts 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 three months ended September 30, 2023 and 2022, was $-0- and $-0-, respectively. The allowance for doubtful accounts on the same dates were $-0- and $-0-, respectively.

 

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 September 30, 2023 and December 30, 2022, and determined that no write-down 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 the Company expects to be entitled in exchange for those goods and services. To achieve this core principle, the Company applies 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 specify 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.

 

F-7

 

 

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 $91,209 and $34,430 during the nine months ended September 30, 2023 and 2022, respectively.

 

Impairment of Long-Lived Assets

 

The Company continually monitors events and changes in circumstances that could indicate the 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.

 

The Company performs 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, the Company conducted an impairment analysis and determined that our purchase of Hula Fit was fully impaired. As a result, the Company recorded an impairment loss of $50,000 for the year ended December 31, 2022.

 

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 the Company conducts its 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. The Company recognizes 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. The Company recognizes 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. The Company uses 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. The Company recognizes the related rent expense on a straight-line basis from the commencement date to the end of the lease term.

 

As of September 30, 2023, the Company had $496,943 in right of use assets, $112,666 in short term operating lease payables and $392,558 in long term lease liabilities with an average remaining life of approximately 3.50 years.

 

Comprehensive Income

 

The Company has established standards for reporting and displaying comprehensive income, its components, and accumulated balances. If 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 periods ended September 30, 2023 and December 31, 2022, the Company had a balance of $1,895 in accumulated other comprehensive income on its balance sheet which arose from an unrealized gain due to foreign currency fluctuations in prior years.

 

F-8

 

 

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 September 30, 2023, the Company had 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.

 

NOTE 2 – GOING CONCERN

 

As of September 30, 2023, the Company had cash and cash equivalents of $0, negative working capital of $1,293,005, and had an accumulated deficit of $29,770,887. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Additionally the Company had an overdraft of $17,340 as of September 30, 2023. 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. The Company is seeking new sources of financing to fund its operations. There can be no assurances that the Company will be able secure financing. If the Company is unable to secure financing it will have a material adverse impact and may not enable the Company to continue as a going concern. As a result the shareholders may lose some or all of their investment in the Company.

 

NOTE 3 – CAPITAL STOCK

 

The Company has authorized 100,000,000 shares of common stock, $0.0001 par value per share. The Company had 16,610,756 and 15,635,756 shares of common stock issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.

 

2023 Common Stock Issuances for Services

 

During the nine months ended September 30, 2023, the Company issued 975,000 shares for services valued at $164,450, or $0.17 per share. The share price was determined based on the trading price of the Company’s common stock on the date of issuance.

 

2022 Common Stock Issuances for Services

 

During the three months ended March 31, 2022, the Company issued 15,000 shares of its common stock for services, which were valued at $4,515. All issuances made by the Company are valued based upon the closing trading price of the Company’s common stock on the date when the board of directors authorizes and approves the issuance of such shares.

 

During the three months ended September 30, 2022, the Company issued an aggregate of (a) 250,000 shares of common stock to the members of the Company’s board of directors, valued at $0.18 per share, and (b) 350,000 shares of common stock to the members of its board of directors in lieu of cash payments, valued at $0.21 per share. The Company also issued 20,000 shares of common stock to a service provider, valued at $0.106 per share.

 

During the three months ended September 30, 2022, the Company issued an aggregate of 427,500 shares of common stock to consultants and to an investor relations firm, valued at an average of approximately $0.20 per share.

 

During the three months ended December 31, 2022, the Company issued 100,000 shares of common stock to a member of the Company’s board of directors valued at $0.151 per share.

 

Preferred Stock

 

The Company has 20,000,000 shares of $.0001 par value preferred stock authorized. On February 24, 2020, the Company filed a Certificate of Designation for a class of preferred stock designated Class A Super Voting Preferred Stock (“A Stock”). There are 1,000,000 shares of A Stock designated. Each share of such stock shall vote with the common stock and have 100,000 votes. The A Stock has no conversion, dividend, or liquidation rights. Accordingly, the holders of A Stock will, by reason of their voting power, be able to control the affairs of the Company. The Company has issued 1,000 shares of A Stock to Paul Adler, the Company’s Chief Executive Officer, and majority shareholder giving him effective voting control over the Company’s affairs for the foreseeable future.

 

As a result of the issuance of the A Stock with super-voting rights giving him an aggregate of 100,000,000 votes, combined with the shares of common stock he holds, Mr. Adler has effective voting control of approximately 97% of the Company.

 

Warrants

 

On November 14, 2022 (the “Execution Date”), the “Company, entered into an engagement agreement (“Engagement Agreement”) with Spencer Clarke, LLC (“Spencer Clarke”), pursuant to which the Company engaged Spencer Clarke to serve as its exclusive investment banking firm (the “Services”).

 

In consideration for Spencer Clarke providing the Services, (a) upon execution of the Engagement Agreement, the Company issued Spencer Clarke warrants to purchase 310,715 shares of the Company’s common stock, par value $0.0001 per share, and (b) upon the closing of a financing of over $1,000,000 in value, which has not occurred as of the date of this Quarterly Report, the Company will issue to Spencer Clarke additional warrants to purchase shares of the Company’s common stock representing 3% of the Company’s total issued and outstanding shares of common stock as of the Execution Date.

 

The 310,715 warrants outstanding as of September 30, 2023 are exercisable for a term of five years from the date of issuance and have an exercise price of $0.001 per share, subject to adjustment. As of September 30, 2023, these warrants had an intrinsic value of $37,907.

 

F-9

 

 

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 the Company purchased from InPlay all of the assets used in the operation 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. Paul Adler, the sole executive officer and a director of the Company, and the Company’s majority stockholder, is also the sole officer, director, and 100% stockholder of InPlay. The assets were recorded as intangible assets on the Company’s balance sheet then impaired for the full amount of $50,000.

 

On April 10, 2023, Paul Adler, the President and a director of the Company, made a loan to the Company in the amount of $124,000, at an interest rate of 14.9% per annum. The principal amount of the loan, and any accrued and unpaid interest thereon, were due and payable on July 9. 2023, which date has been extended to October 9, 2023, in cash or shares of the Company’s common stock, at Mr. Adler’s sole discretion. If repaid in shares of common stock, the number of shares to be issued were to be calculated using the closing sale price of the Company’s common stock on the OTC Pink marketplace on the payment date. In addition to providing additional financing to the Company, Mr. Adler has foregone his biweekly salary for the last sixteen pay periods. The Company has accrued this amount due to Mr. Adler. In November 2023, Mr. Adler extended the maturity date of the loan for six months to April 9, 2024.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

The Company has two primary leases. The Company leases approximately 1,500 square feet of office space at 4042 Austin Boulevard, Suite B, Island Park, New York 11558. On October 1, 2021, the Company entered into a 60-month lease for $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. Management believes that its present office facilities are adequate for its corporate needs.

 

In March 2022, the Company transitioned from the use of a public warehouse and 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.

 

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

 

NOTE 6 – LOANS PAYABLE

 

The Company had various loans outstanding on September 30, 2023 and December 31, 2022. All of these loans were short-term in nature, with varying rates of interest and fees, and no set minimum monthly payments, as follows:

 SCHEDULE OF DEBT

Fund box (c)		$	50,664			$	50,964
Diagonal Lending (e)			139,859				-
Can Capital (d)			146,379				-
Credit Line – Loan Builder(b)			54,441				144,746
Credit Line – Webster Bank(a)			100,000				75,656
Total loans payable		$	491,343			$	271,096

 

	(a)	The maximum borrowing level under this unsecured facility is $100,000 at an interest rate of 2.5% over prime. This facility has no fixed maturity date.
	(b)	The maximum borrowing level on this facility is $150,000 with a fixed interest rate of 10%. This facility has no fixed maturity date.
	(c)	The interest rate on this facility is 40% with a one-year maturity date of December 31, 2023.
	(d)	The principal loan is for $150,000 with weekly loan payments due of $2,558 over a 78-month period. The effective interest rate on this loan amounts to approximately 67%
	(e)	On June 6, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), pursuant to which the Company issued to 1800 Diagonal an unsecured promissory note in the principal amount of $117,320 (the “Note”). The net proceeds received by the Company were $100,000, after deducting an original issue discount in the amount of $12,570 and $4,750 for 1800 Diagonal’s legal fees, which were immediately expensed. The Company intends to use the net proceeds for working capital and general corporate purposes.

 

F-10

 

 

The Note has a principal balance of $117,320, and a stated maturity date of April 15, 2024. A one-time interest charge of 13%, or $15,251, was applied on the date of issuance and was immediately expensed. Interest and outstanding principal shall be paid in nine payments, each in the amount of $14,730.11 (a total payback to 1800 Diagonal of $132,571). The first payment was due July 15, 2023, with eight subsequent payments due each month thereafter. The Note may not otherwise be prepaid in whole or in part. In the event the Company fails to pay any amount when due under the Note, the interest rate will increase to 22%. Upon the occurrence and during the continuation of any event of default under the Note (“Event of Default”), the Note will become immediately due and payable and the Company is required to pay to 1800 Diagonal an amount equal to 150% times the sum of (a) the then outstanding principal amount of the Note, plus (b) any accrued and unpaid interest on the unpaid principal amount of this Note, plus (c) default interest, if any, plus (d) any other amounts owed to the 1800 Diagonal pursuant to the Note. Following any Event of Default, 1800 Diagonal may convert any amount due under the Note into shares of the Company’s common stock (the “Conversion Shares”) at a conversion price equal to 75% multiplied by the lowest trading price for the Company’s common stock during the ten trading days prior to the conversion date (representing a discount rate of 25% to market); provided, however, that 1800 Diagonal may not convert any portion of the Note that would cause it, together with its affiliates, to beneficially own in excess of 4.99% of the Company’s common stock. The Company has agreed to reserve from its authorized and unissued common stock four times the number of shares that are actually issuable upon full conversion of the Note to provide for the issuance of the Conversion Shares. The conversion price and number of shares of the Company’s common stock issuable upon conversion of the Note will be subject to adjustment from time to time in the event of any combinations, recapitalization, reclassifications, extraordinary distribution, or similar event.

 

This Note was treated as a Promissory Note and no derivative liability was recorded because the conversion feature of the Note only is effective in the event of a default. Since the Company has never defaulted on a liability that conversion was not deemed to probable.

 

Government loans payable

 

As of June 30, 2022 and December 31, 2022, the Company had $500,000 and $524,033, respectively, in government EIDL loans outstanding related to Covid-19. These loans are repayable over a 30-year period with an interest rate of 3.75%.

 

NOTE 7 – CONCENTRATIONS

 

The Company does substantially all of its business with five customers. These customers accounted for 100% and 91% of revenues for the nine months ended September 30, 2023, and 2022, respectively.

 SCHEDULE OF CONCENTRATION OF RISK

		September 30, 2023				September 30, 2022
Customer A			26	%			36	%
Customer B			25	%			29	%
Customer C			20	%			15	%
Customer D			18	%			11	%
Customer E			9	%			-
Total			98	%			91	%

 

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2023, to the date these condensed financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these condensed financial statements except as follows:

 

On July 9, 2023, Paul Adler, the Company’s President, extended the July 9, 2023 repayment date of the $124,000 loan he made to the Company, at an interest rate of 14.9%, to October 9, 2023. In November 2023 Mr adlet extended the maturity date of the loan to April 9, 2024.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The information set forth in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (I) increase in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our plans, liquidity, ability to complete financing, to enter into future agreements with companies, and plans to successfully expand our business operations and the sale of our products. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

 

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. All forward-looking statements speak only as of the date of this Quarterly Report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, or other information contained herein, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance.

 

Basis of Presentation

 

The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited condensed financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such condensed financial statements and the related notes thereto.

 

The audited condensed financial statements for our fiscal year ended December 31, 2022, contained in our Annual Report, include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited condensed financial statements. All such adjustments are of a normal recurring nature.

 

References in this section to “NetBrands,” “we,” “us,” “our,” “the Company” and “our Company” refer to NetBrands Corp. (formerly known as Global Diversified Marketing Group Inc.), and its consolidated subsidiary.

 

Overview

 

The Company was incorporated in the State of Delaware on December 1, 2017, under the name “Dense Forest Acquisition Corporation.”

 

On June 13, 2018, in anticipation of its acquisition of Global Diversified Holdings, Inc., a private New York snack and gourmet food company (“GDHI”), the Company changed its to “Global Diversified Marketing Group Inc.”

 

On November 26, 2018, the Company consummated the acquisition of GDHI. As a result of the acquisition, GDHI became our wholly owned operating subsidiary, and we changed our business focus to the business of GDHI, which was to develop and market healthy snack foods.

 

 

Historically, the Company has been focused on developing and marketing products in the United States, Canada, and Europe that appeal to consumers’ growing preference for healthy snack food. The Company operates through snacks segments offering Italian Wafers, French Madeleines, Italian Croissants, Macaron Cookies, Wafer Pralines, and other wholesome snacks. The Company sells its food and snack products through various distribution channels comprising specialty, grocery retailers, food-service distributors and direct store delivery, as well as the vending, pantry, and micro-market segment. Our buyers typically represent recognized large retail chain stores. The products are then distributed by the chains to their local outlets. We intend to develop additional gourmet foods and snack products under our trademarked brands and to expand the Company’s offering portfolio by identifying, producing and marketing new products.

 

The Company’s management believes that the strategy of acquiring small brands regional distribution brands and acquiring more e-commerce brand assets will diversify its current business and increase its business operation results.

 

On March 29, 2023, the Company filed an Amendment to its Certificate of Incorporation with the Secretary of State of Delaware effecting the change of the Company’s name to “NetBrands Corp.,” a name that reflects the planned expansion of the Company’s digital business.

 

Recent Developments

 

Loan from President

 

On April 10, 2023, Paul Adler, the President and a director of the Company, made a loan to the Company in the amount of $124,000, at an interest rate of 14.9% per annum. The principal amount of the loan, and any accrued and unpaid interest thereon, were due and payable on July 9. 2023, in cash or shares of the Company’s common stock, at Mr. Adler’s sole discretion. If repaid in shares of common stock, the number of shares to be issued were to be calculated using the closing sale price of the Company’s common stock on the OTC Pink marketplace on the payment date. The due date of this loan, which was extended to October 9, 2023, has been further extended to [April] 9, 2023.

 

[Any other recent developments?]

 

Results of Operations

 

The information set forth below should be read in conjunction with the financial statements and accompanying notes elsewhere in this Quarterly Report.

 

 

Comparison of Results of Operations for the Nine Months Ended September 30, 2023 and 2022

 

Revenue and Cost of Sales

 

During the three months ended September 30, 2023 we generated $70,938 in revenues compared to $394,924 during the same period ended September 30, 2022. Currently we do not have any source of supply for our major products due to our lack of liquidity.

 

During the nine months ended September 30, 2023, our revenues were $584,004 compared to $1,288,532 during the period ended September 30, 2022, a decrease of $704,528. or approximately 54.6%. The primary reason for this decrease was due to the Company’s lack of liquidity necessary to purchase inventory in advance of shipping dates. We are in the process of seeking new financing and believe we will be successful in obtaining this financing which will enable us to generate revenues at historical levels. However, there can be no assurance that we will be successful in raising this financing, and if we are successful that we can generate revenues at a historical level. If we fail to obtain this financing it could have a material negative impact on the Company.

 

Cost of sales was $382,765 compared to $981,024 for the nine months ended September 30, 2022, a decrease of $598,259, or approximately 61%. The decrease in cost of sales is due to lower sales volumes. Gross profit margin for the nine months ended September 30, 2023 was 34.5% compared to 23.9% during the same nine-month period in 2022.

 

For the nine months ended September 30, 2023, we had five customers that represented 98% of our business, compared to five customers that represented 91% of our business during the nine months ended September 30, 2022. The loss of any of these customers could have a material adverse impact on our business.

 

Operating expenses

 

During the nine months ended September 30, 2023, our operating expenses were $933,818 compared to $1,158,399 during the nine months ended September 30, 2022, a decrease of $224,581, or 24%. Excluding stock-based compensation in both periods operating expenses were $769,318 and $946,140 respectively for the nine-month periods ended September 30, 2023 and September 30, 2022, respectively. The primary reasons for the decrease in operating expenses excluding stock-based compensation in both periods is a decrease in payroll, legal fees and selling general and administrative expenses. In order to improve our liquidity our CEO has not taken any salary for approximately seven months.

 

Other Income (Expense)

 

Other expenses were comprised solely of interest expense, which amounted to $407,987 during the nine-month period ended September 30, 2023, compared to $9,268 during the nine-month period ended September 30, 2022. The increase of $398,719 in interest expenses is due to our financing instruments.

 

Net loss

 

As a result of the foregoing the net loss for the nine months ended September 30, 2023 was $1,140,566 compared to a net loss of $860,159 for the nine months ended September 30, 2022.

 

 

Liquidity and Capital Resources

 

As of September 30, 2023, we had a cash overdraft of $17,340, compared to $177,679 in cash as of September 30, 2022.

 

Net cash used in operating activities was $384,447 in the nine months ended September 30, 2023, compared to $197,805 net cash provided by operations during the same period in 2022. The increase in cash used in operating is primarily due to our increased operating losses.

 

Net cash provided by financing activities was $330,262 during the nine months ended September 30, 2023, compared to $112,911 during the nine-month period ended September 30, 2022. The increase in net cash provided by financing activities in 2023 is primarily due to an increase in notes payable.

 

The Company has historically financed its operations through the cash flow generated from operations, capital investment, notes payable and factoring, and has recently financed its operations through SBA COVID-19 loans, capital investment, notes payable, and factoring.

 

In the event continuing decreased sales and profits continue, our ability to obtain additional financing or factoring for our receivables could be negatively impacted which could have a material adverse impact on our liquidity or our ability to remain as a going concern.

 

Going Concern

 

The accompanying consolidated condensed financial statements have been prepared assuming we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these condensed financial statements. On a consolidated basis, we have incurred significant operating losses since inception. 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. The Company is seeking new sources of financing to fund its operations. There can be no assurance that the Company will be able secure financing. If the Company is unable to secure financing it will have a material adverse impact and may not enable the Company to continue as a going concern. As a result the shareholders may lose some or all of their investment in the Company.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Critical Accounting Estimates

 

Our condensed financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these condensed financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare our condensed financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of our operations or financial position. Our critical accounting estimates are more fully discussed in Note 2 to our unaudited condensed financial statements contained herein.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable because we are an emerging growth company.

 

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our President (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), who is directly involved in the day-to-day operations of the Company, as of September 30, 2023, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective as of September 30, 2023 to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that our disclosure controls are effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Our management, including our President and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

 

As of September 30, 2023, our disclosure controls and procedures were [determined to be effective.]

 

Changes in Internal Control over Financial Reporting

 

During the period covered by this Quarterly Report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We know of no active or pending legal proceedings against us, nor are we involved as a plaintiff in any proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder, are an adverse party or have a material interest adverse to us.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Except as set forth below, there were no sales of equity securities sold during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

 

On September 26, 2023, the Company issued 300,000 shares of common stock to its legal counsel in consideration for legal services provided to the Company.

 

On September, 2023, the Company issued 200,000 shares of common stock to David Natan, an independent director of the Corporation, in consideration for services Mr. Natan provided the Company.

 

These issuances were exempt from registration under Section 4(a)(2) of the Securities Act as not involving any public offering.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit No.		Description
31.1/31.2*		Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1/32.2*		Certification Of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Link base Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Link base Document
101.LAB*		Inline XBRL Taxonomy Extension Label Link base Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Link base Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

	NETBRANDS CORP
Date: November 20, 2023	By:	/s/ Paul Adler
	Name:	Paul Adler
	Title:	Chief Financial Officer, President, Secretary and Treasurer
		(Principal Executive Officer and Principal Financial and Accounting Officer)

 

 

 

Exhibit 31.1/31.2

 

CERTIFICATION

OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

 

I, Paul Adler, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q, for the quarter ended September 30, 2023, of NetBrands Corp.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 20, 2023

 

	/s/ Paul Adler
	Paul Adler
	President, Chief Financial Officer,
	Treasurer, Secretary and Director
	(Principal Executive Officer and
	Principal Financial and Accounting Officer)

 

 

 

Exhibit 32.1/32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of NetBrands Corp. (the “Company”), does hereby certify, in the capacities and on the date indicated below, to the best of such officer’s knowledge, that:

 

	1.	The Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
	2.	The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

 

Date: November 20, 2023

 

	/s/ Paul Adler
	Paul Adler
	President, Chief Financial Officer,
	Treasurer, Secretary and Director
	(Principal Executive Officer and
	Principal Financial and Accounting Officer)

 

 

v3.23.3

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 20, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-55889
Entity Registrant Name	NETBRANDS CORP.
Entity Central Index Key	0001725911
Entity Tax Identification Number	82-3707673
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4042 Austin Boulevard
Entity Address, Address Line Two	Suite B
Entity Address, City or Town	Island Park
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11558
City Area Code	800
Local Phone Number	550-5996
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,610,756

v3.23.3

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents		$ 54,185
Accounts receivable	3,540	63,904
Prepaid expenses	51,500	51,500
Inventory	103,194	237,523
Other assets	999	999
Total current assets	159,233	408,111
Property and equipment, net		277
Operating lease right of use assets	496,943	570,446
Other assets-security deposit	1,600	1,600
Total assets	657,776	980,434
Current liabilities:
Cash overdraft	17,340
Accounts payable and accrued expense	696,841	325,374
Current portion of operating lease payable	112,666	112,666
Loans payable	491,343	271,096
Total current liabilities	1,452,238	709,135
Government loans payable	500,000	524,033
Lease liabilities	392,558	458,218
Total liabilities	2,344,796	1,691,386
Commitments and contingencies
Stockholders’ (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; 16,610,756 and 15,635,756 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	1,661	1,564
Additional paid-in capital	28,080,311	27,915,909
Accumulated deficit	(29,770,887)	(28,630,321)
Accumulated other comprehensive income	1,895	1,895
Total stockholders’ (deficit)	(1,687,020)	(710,953)
Total liabilities and (deficit)	657,776	980,434
Related Party [Member]
Current liabilities:
Notes payable -related party	$ 134,048

v3.23.3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	20,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	16,610,756	15,635,756
Common stock, shares outstanding	16,610,756	15,635,756
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

v3.23.3

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Sales, net	$ 71,938	$ 394,924	$ 584,004	$ 1,288,532
Cost of goods sold	38,610	345,407	382,765	981,024
Gross margin	33,328	49,517	201,239	307,508
Operating expenses:
Payroll and taxes	24,641	164,357	426,248	520,853
Legal and professional fees	75,306	105,599	203,949	245,010
Rent	15,041	48,226	104,933	89,235
Selling, general and administrative and expenses	36,709	46,581	198,688	253,301
Impairment of intangible assets		50,000		50,000
Total operating expenses	151,697	414,763	933,818	1,158,399
Income (loss) from operations	(118,369)	(365,246)	(732,579)	(850,891)
Other (expense)
Interest expense	(304,372)	(2,657)	(407,987)	(9,268)
Total other (expense)	(304,372)	(2,657)	(407,987)	(9,268)
Income (loss) before income taxes	(422,740)	(367,903)	(1,140,566)	(860,159)
Provision for income taxes (benefit)
Net loss	$ (422,740)	$ (367,904)	$ (1,140,566)	$ (860,159)
Basic earnings (loss) per common share	$ (0.03)	$ (0.02)	$ (0.07)	$ (0.06)
Diluted earnings (loss) per common share	$ (0.03)	$ (0.02)	$ (0.07)	$ (0.06)
Weighted-average number of common shares outstanding:
Weighted average number of common shares outstanding - basic	16,137,930	15,305,702	15,929,071	15,053,889
Weighted average number of common shares outstanding - diluted	16,137,930	15,305,702	15,929,071	15,053,889

v3.23.3

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2021		$ 1,447	$ 27,688,665	$ (27,543,659)	$ 1,895	$ 148,349
Beginning balance, shares at Dec. 31, 2021	1,000	14,473,256
Common stock issued for services		$ 2	4,514			4,515
Common stock issued for services, shares		15,000
Net loss				(203,794)		(203,794)
Ending balance, value at Mar. 31, 2022		$ 1,449	27,693,179	(27,747,454)	1,895	(50,930)
Ending balance, shares at Mar. 31, 2022	1,000	14,488,256
Beginning balance, value at Dec. 31, 2021		$ 1,447	27,688,665	(27,543,659)	1,895	148,349
Beginning balance, shares at Dec. 31, 2021	1,000	14,473,256
Net loss						(860,159)
Ending balance, value at Sep. 30, 2022		$ 1,554	27,900,819	(28,403,820)	1,895	(499,550)
Ending balance, shares at Sep. 30, 2022	1,000	15,535,756
Beginning balance, value at Mar. 31, 2022		$ 1,449	27,693,179	(27,747,454)	1,895	(50,930)
Beginning balance, shares at Mar. 31, 2022	1,000	14,488,256
Common stock issued for services		$ 62	120,558			120,620
Common stock issued for services, shares		620,000
Net loss				(288,462)		(288,462)
Ending balance, value at Jun. 30, 2022		$ 1,511	27,813,737	(28,035,916)	1,895	(218,772)
Ending balance, shares at Jun. 30, 2022	1,000	15,108,256
Common stock issued for services		$ 43	87,082			87,125
Common stock issued for services, shares		427,500
Net loss				(367,904)		(367,904)
Ending balance, value at Sep. 30, 2022		$ 1,554	27,900,819	(28,403,820)	1,895	(499,550)
Ending balance, shares at Sep. 30, 2022	1,000	15,535,756
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
Net loss				(292,020)		(292,020)
Ending balance, value at Mar. 31, 2023		$ 1,564	27,915,909	(28,922,340)	1,895	(1,002,973)
Ending balance, shares at Mar. 31, 2023	1,000	15,635,756
Beginning balance, value at Dec. 31, 2022		$ 1,564	27,915,909	(28,630,321)	1,895	(710,953)
Beginning balance, shares at Dec. 31, 2022	1,000	15,635,756
Net loss						(1,140,566)
Ending balance, value at Sep. 30, 2023		$ 1,661	28,080,311	(29,770,887)	1,895	(1,687,020)
Ending balance, shares at Sep. 30, 2023	1,000	16,610,756
Beginning balance, value at Mar. 31, 2023		$ 1,564	27,915,909	(28,922,340)	1,895	(1,002,973)
Beginning balance, shares at Mar. 31, 2023	1,000	15,635,756
Common stock issued for services		$ 48	103,453			103,500
Common stock issued for services, shares		475,000
Net loss				(425,807)		(425,807)
Ending balance, value at Jun. 30, 2023		$ 1,611	28,019,361	(29,348,147)	1,895	(1,325,280)
Ending balance, shares at Jun. 30, 2023	1,000	16,110,756
Common stock issued for services		$ 50	60,950			61,000
Common stock issued for services, shares		500,000
Net loss				(422,740)		(422,740)
Ending balance, value at Sep. 30, 2023		$ 1,661	$ 28,080,311	$ (29,770,887)	$ 1,895	$ (1,687,020)
Ending balance, shares at Sep. 30, 2023	1,000	16,610,756

v3.23.3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash flows from operating activities
Net (loss)	$ (422,740)	$ (292,020)	$ (367,904)	$ (203,794)	$ (1,140,566)	$ (860,159)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation					277	2,761
Stock based compensation					164,500	212,260
Impairment of intangible assets			50,000			50,000	$ 50,000
Changes in operating assets and liabilities:
Accounts receivable					60,364	84,019
Prepaid expenses						484
Inventory					128,141	354,815
Right of use assets-net					14,029	(1,751)
Cash overdraft					17,340
Accounts payable and accrued expenses					371,468	(40,234)
Net cash provided by (used in) operating activities					(384,447)	(197,805)
Cash flows from investing activities:
Purchase of intangible assets						(50,000)
Net cash used in investing activities						(50,000)
Cash flows from financing activities
Notes payable related parties					134,048	112,911
Proceeds from notes payable					220,247
Payments on government loans					(24,033)
Net cash provided by investing activities					330,262	112,911
Net increase (decrease) in cash and cash equivalents					(54,185)	(134,894)
Cash and cash equivalents at beginning of period		$ 54,185		$ 312,574	54,185	312,574	312,574
Cash and cash equivalents at end of period			$ 177,679			177,679	$ 54,185
Supplemental disclosure of cash flow information:
Cash paid for interest						9,268
Cash paid for income taxes

v3.23.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Nature of Business   NetBrands Corp., formerly known as Global Diversified Marketing Group Inc. (“NetBrands” or the “Company”), was incorporated as Dense Forest Acquisition Corporation, in Delaware on December 1, 2017, and changed its name on June 13, 2018, as part of a change in control. As part of the change in control, its then officers and directors resigned and contributed back to the Company 19,500,000 shares of the 20,000,000 outstanding shares of its common stock, and appointed new officers and directors. On June 14, 2018, the new management of the Company issued 12,500,000 shares of its common stock to Paul Adler, the then president of the Company.   On November 26, 2018, the Company effected the acquisition of Global Diversified Holdings, Inc. (“GDHI”), a private New York company owned by the Company’s president, with the issuance of 200 shares of the Company’s common stock in exchange for all of the outstanding shares of GDHI. GDHI became a wholly-owned subsidiary of the Company, and its activity for the years 2022 and 2021 is reflected in these condensed 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.   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. Paul Adler, the sole executive officer and a director of the Company, and the Company’s majority stockholder, is also the sole officer, director, and 100% stockholder of InPlay.   On March 29, 2023, the Company filed an Amendment to its Certificate of Incorporation effecting the change of the Company’s name to NetBrands Corp., a name that reflects the planned expansion of the Company’s digital business. On July 31, 2023, the Company’s common stock began trading on the OTC Pink marketplace under its new name, NetBrands Corp., and its new trading symbol “NBND.”   Basis of Presentation   The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. 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.   Management’s Representation of Interim Condensed Financial Statements   The accompanying unaudited consolidated condensed financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed financial statements. Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated condensed financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.   Principles of Consolidation   The accompanying consolidated condensed 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 condensed financial statements.   Use of Estimates   The preparation of condensed 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 nine months ended September 30, 2023 and September 30, 2022, stock-based compensation was $164,500 and $212,260, respectively.   Cash and Cash Equivalents   The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. On September 30, 2023, and December 31, 2022, the Company had a cash overdraft of $(17,340), and $54,185 of cash and cash equivalents, respectively.   Accounts Receivable   Accounts receivable are generated from sales of snack food products to retail outlets throughout the United States. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current creditworthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for its customers and maintains a provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. An allowance for doubtful accounts 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 three months ended September 30, 2023 and 2022, was $-0- and $-0-, respectively. The allowance for doubtful accounts on the same dates were $-0- and $-0-, respectively.   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 September 30, 2023 and December 30, 2022, and determined that no write-down 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 the Company expects to be entitled in exchange for those goods and services. To achieve this core principle, the Company applies 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 specify 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 $91,209 and $34,430 during the nine months ended September 30, 2023 and 2022, respectively.   Impairment of Long-Lived Assets   The Company continually monitors events and changes in circumstances that could indicate the 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.   The Company performs 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, the Company conducted an impairment analysis and determined that our purchase of Hula Fit was fully impaired. As a result, the Company recorded an impairment loss of $50,000 for the year ended December 31, 2022.   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 the Company conducts its 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. The Company recognizes 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. The Company recognizes 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. The Company uses 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. The Company recognizes the related rent expense on a straight-line basis from the commencement date to the end of the lease term.   As of September 30, 2023, the Company had $496,943 in right of use assets, $112,666 in short term operating lease payables and $392,558 in long term lease liabilities with an average remaining life of approximately 3.50 years.   Comprehensive Income   The Company has established standards for reporting and displaying comprehensive income, its components, and accumulated balances. If 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 periods ended September 30, 2023 and December 31, 2022, the Company had a balance of $1,895 in accumulated other comprehensive income on its balance sheet which arose from an unrealized gain due to foreign currency fluctuations in prior years.     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 September 30, 2023, the Company had 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.

v3.23.3

GOING CONCERN	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 2 – GOING CONCERN   As of September 30, 2023, the Company had cash and cash equivalents of $0, negative working capital of $1,293,005, and had an accumulated deficit of $29,770,887. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Additionally the Company had an overdraft of $17,340 as of September 30, 2023. 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. The Company is seeking new sources of financing to fund its operations. There can be no assurances that the Company will be able secure financing. If the Company is unable to secure financing it will have a material adverse impact and may not enable the Company to continue as a going concern. As a result the shareholders may lose some or all of their investment in the Company.

v3.23.3

CAPITAL STOCK	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
CAPITAL STOCK	NOTE 3 – CAPITAL STOCK   The Company has authorized 100,000,000 shares of common stock, $0.0001 par value per share. The Company had 16,610,756 and 15,635,756 shares of common stock issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.   2023 Common Stock Issuances for Services   During the nine months ended September 30, 2023, the Company issued 975,000 shares for services valued at $164,450, or $0.17 per share. The share price was determined based on the trading price of the Company’s common stock on the date of issuance.   2022 Common Stock Issuances for Services   During the three months ended March 31, 2022, the Company issued 15,000 shares of its common stock for services, which were valued at $4,515. All issuances made by the Company are valued based upon the closing trading price of the Company’s common stock on the date when the board of directors authorizes and approves the issuance of such shares.   During the three months ended September 30, 2022, the Company issued an aggregate of (a) 250,000 shares of common stock to the members of the Company’s board of directors, valued at $0.18 per share, and (b) 350,000 shares of common stock to the members of its board of directors in lieu of cash payments, valued at $0.21 per share. The Company also issued 20,000 shares of common stock to a service provider, valued at $0.106 per share.   During the three months ended September 30, 2022, the Company issued an aggregate of 427,500 shares of common stock to consultants and to an investor relations firm, valued at an average of approximately $0.20 per share.   During the three months ended December 31, 2022, the Company issued 100,000 shares of common stock to a member of the Company’s board of directors valued at $0.151 per share.   Preferred Stock   The Company has 20,000,000 shares of $.0001 par value preferred stock authorized. On February 24, 2020, the Company filed a Certificate of Designation for a class of preferred stock designated Class A Super Voting Preferred Stock (“A Stock”). There are 1,000,000 shares of A Stock designated. Each share of such stock shall vote with the common stock and have 100,000 votes. The A Stock has no conversion, dividend, or liquidation rights. Accordingly, the holders of A Stock will, by reason of their voting power, be able to control the affairs of the Company. The Company has issued 1,000 shares of A Stock to Paul Adler, the Company’s Chief Executive Officer, and majority shareholder giving him effective voting control over the Company’s affairs for the foreseeable future.   As a result of the issuance of the A Stock with super-voting rights giving him an aggregate of 100,000,000 votes, combined with the shares of common stock he holds, Mr. Adler has effective voting control of approximately 97% of the Company.   Warrants   On November 14, 2022 (the “Execution Date”), the “Company, entered into an engagement agreement (“Engagement Agreement”) with Spencer Clarke, LLC (“Spencer Clarke”), pursuant to which the Company engaged Spencer Clarke to serve as its exclusive investment banking firm (the “Services”).   In consideration for Spencer Clarke providing the Services, (a) upon execution of the Engagement Agreement, the Company issued Spencer Clarke warrants to purchase 310,715 shares of the Company’s common stock, par value $0.0001 per share, and (b) upon the closing of a financing of over $1,000,000 in value, which has not occurred as of the date of this Quarterly Report, the Company will issue to Spencer Clarke additional warrants to purchase shares of the Company’s common stock representing 3% of the Company’s total issued and outstanding shares of common stock as of the Execution Date.   The 310,715 warrants outstanding as of September 30, 2023 are exercisable for a term of five years from the date of issuance and have an exercise price of $0.001 per share, subject to adjustment. As of September 30, 2023, these warrants had an intrinsic value of $37,907.

v3.23.3

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
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 the Company purchased from InPlay all of the assets used in the operation 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. Paul Adler, the sole executive officer and a director of the Company, and the Company’s majority stockholder, is also the sole officer, director, and 100% stockholder of InPlay. The assets were recorded as intangible assets on the Company’s balance sheet then impaired for the full amount of $50,000.   On April 10, 2023, Paul Adler, the President and a director of the Company, made a loan to the Company in the amount of $124,000, at an interest rate of 14.9% per annum. The principal amount of the loan, and any accrued and unpaid interest thereon, were due and payable on July 9. 2023, which date has been extended to October 9, 2023, in cash or shares of the Company’s common stock, at Mr. Adler’s sole discretion. If repaid in shares of common stock, the number of shares to be issued were to be calculated using the closing sale price of the Company’s common stock on the OTC Pink marketplace on the payment date. In addition to providing additional financing to the Company, Mr. Adler has foregone his biweekly salary for the last sixteen pay periods. The Company has accrued this amount due to Mr. Adler. In November 2023, Mr. Adler extended the maturity date of the loan for six months to April 9, 2024.

v3.23.3

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
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 square feet of office space at 4042 Austin Boulevard, Suite B, Island Park, New York 11558. On October 1, 2021, the Company entered into a 60-month lease for $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. Management believes that its present office facilities are adequate for its corporate needs.   In March 2022, the Company transitioned from the use of a public warehouse and 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.   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

v3.23.3

LOANS PAYABLE	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
LOANS PAYABLE	NOTE 6 – LOANS PAYABLE   The Company had various loans outstanding on September 30, 2023 and December 31, 2022. All of these loans were short-term in nature, with varying rates of interest and fees, and no set minimum monthly payments, as follows:  SCHEDULE OF DEBT                   Fund box (c)   $ 50,664     $ 50,964   Diagonal Lending (e)     139,859       -   Can Capital (d)     146,379       -   Credit Line – Loan Builder(b)     54,441       144,746   Credit Line – Webster Bank(a)     100,000       75,656   Total loans payable   $ 491,343     $ 271,096       (a) The maximum borrowing level under this unsecured facility is $100,000 at an interest rate of 2.5% over prime. This facility has no fixed maturity date.   (b) The maximum borrowing level on this facility is $150,000 with a fixed interest rate of 10%. This facility has no fixed maturity date.   (c) The interest rate on this facility is 40% with a one-year maturity date of December 31, 2023.   (d) The principal loan is for $150,000 with weekly loan payments due of $2,558 over a 78-month period. The effective interest rate on this loan amounts to approximately 67%   (e) On June 6, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), pursuant to which the Company issued to 1800 Diagonal an unsecured promissory note in the principal amount of $117,320 (the “Note”). The net proceeds received by the Company were $100,000, after deducting an original issue discount in the amount of $12,570 and $4,750 for 1800 Diagonal’s legal fees, which were immediately expensed. The Company intends to use the net proceeds for working capital and general corporate purposes.     The Note has a principal balance of $117,320, and a stated maturity date of April 15, 2024. A one-time interest charge of 13%, or $15,251, was applied on the date of issuance and was immediately expensed. Interest and outstanding principal shall be paid in nine payments, each in the amount of $14,730.11 (a total payback to 1800 Diagonal of $132,571). The first payment was due July 15, 2023, with eight subsequent payments due each month thereafter. The Note may not otherwise be prepaid in whole or in part. In the event the Company fails to pay any amount when due under the Note, the interest rate will increase to 22%. Upon the occurrence and during the continuation of any event of default under the Note (“Event of Default”), the Note will become immediately due and payable and the Company is required to pay to 1800 Diagonal an amount equal to 150% times the sum of (a) the then outstanding principal amount of the Note, plus (b) any accrued and unpaid interest on the unpaid principal amount of this Note, plus (c) default interest, if any, plus (d) any other amounts owed to the 1800 Diagonal pursuant to the Note. Following any Event of Default, 1800 Diagonal may convert any amount due under the Note into shares of the Company’s common stock (the “Conversion Shares”) at a conversion price equal to 75% multiplied by the lowest trading price for the Company’s common stock during the ten trading days prior to the conversion date (representing a discount rate of 25% to market); provided, however, that 1800 Diagonal may not convert any portion of the Note that would cause it, together with its affiliates, to beneficially own in excess of 4.99% of the Company’s common stock. The Company has agreed to reserve from its authorized and unissued common stock four times the number of shares that are actually issuable upon full conversion of the Note to provide for the issuance of the Conversion Shares. The conversion price and number of shares of the Company’s common stock issuable upon conversion of the Note will be subject to adjustment from time to time in the event of any combinations, recapitalization, reclassifications, extraordinary distribution, or similar event.   This Note was treated as a Promissory Note and no derivative liability was recorded because the conversion feature of the Note only is effective in the event of a default. Since the Company has never defaulted on a liability that conversion was not deemed to probable.   Government loans payable   As of June 30, 2022 and December 31, 2022, the Company had $500,000 and $524,033, respectively, in government EIDL loans outstanding related to Covid-19. These loans are repayable over a 30-year period with an interest rate of 3.75%.

v3.23.3

CONCENTRATIONS	9 Months Ended
	Sep. 30, 2023
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 7 – CONCENTRATIONS   The Company does substantially all of its business with five customers. These customers accounted for 100% and 91% of revenues for the nine months ended September 30, 2023, and 2022, respectively.  SCHEDULE OF CONCENTRATION OF RISK     September 30, 2023     September 30, 2022   Customer A     26 %     36 % Customer B     25 %     29 % Customer C     20 %     15 % Customer D     18 %     11 % Customer E     9 %     -   Total     98 %     91 %

v3.23.3

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS   In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2023, to the date these condensed financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these condensed financial statements except as follows:   On July 9, 2023, Paul Adler, the Company’s President, extended the July 9, 2023 repayment date of the $124,000 loan he made to the Company, at an interest rate of 14.9%, to October 9, 2023. In November 2023 Mr adlet extended the maturity date of the loan to April 9, 2024.

v3.23.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. 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.
Management’s Representation of Interim Condensed Financial Statements	Management’s Representation of Interim Condensed Financial Statements   The accompanying unaudited consolidated condensed financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed financial statements. Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated condensed financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.
Principles of Consolidation	Principles of Consolidation   The accompanying consolidated condensed 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 condensed financial statements.
Use of Estimates	Use of Estimates   The preparation of condensed 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 nine months ended September 30, 2023 and September 30, 2022, stock-based compensation was $164,500 and $212,260, respectively.
Cash and Cash Equivalents	Cash and Cash Equivalents   The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. On September 30, 2023, and December 31, 2022, the Company had a cash overdraft of $(17,340), and $54,185 of cash and cash equivalents, respectively.
Accounts Receivable	Accounts Receivable   Accounts receivable are generated from sales of snack food products to retail outlets throughout the United States. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current creditworthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for its customers and maintains a provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. An allowance for doubtful accounts 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 three months ended September 30, 2023 and 2022, was $-0- and $-0-, respectively. The allowance for doubtful accounts on the same dates were $-0- and $-0-, respectively.
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 September 30, 2023 and December 30, 2022, and determined that no write-down 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 the Company expects to be entitled in exchange for those goods and services. To achieve this core principle, the Company applies 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 specify 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 $91,209 and $34,430 during the nine months ended September 30, 2023 and 2022, respectively.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets   The Company continually monitors events and changes in circumstances that could indicate the 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.   The Company performs 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, the Company conducted an impairment analysis and determined that our purchase of Hula Fit was fully impaired. As a result, the Company recorded an impairment loss of $50,000 for the year ended December 31, 2022.
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 the Company conducts its 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. The Company recognizes 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. The Company recognizes 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. The Company uses 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. The Company recognizes the related rent expense on a straight-line basis from the commencement date to the end of the lease term.   As of September 30, 2023, the Company had $496,943 in right of use assets, $112,666 in short term operating lease payables and $392,558 in long term lease liabilities with an average remaining life of approximately 3.50 years.
Comprehensive Income	Comprehensive Income   The Company has established standards for reporting and displaying comprehensive income, its components, and accumulated balances. If 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 periods ended September 30, 2023 and December 31, 2022, the Company had a balance of $1,895 in accumulated other comprehensive income on its balance sheet which arose from an unrealized gain due to foreign currency fluctuations in prior years.
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 September 30, 2023, the Company had 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.

v3.23.3

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 30, 2023
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

v3.23.3

LOANS PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
SCHEDULE OF DEBT	The Company had various loans outstanding on September 30, 2023 and December 31, 2022. All of these loans were short-term in nature, with varying rates of interest and fees, and no set minimum monthly payments, as follows:  SCHEDULE OF DEBT                   Fund box (c)   $ 50,664     $ 50,964   Diagonal Lending (e)     139,859       -   Can Capital (d)     146,379       -   Credit Line – Loan Builder(b)     54,441       144,746   Credit Line – Webster Bank(a)     100,000       75,656   Total loans payable   $ 491,343     $ 271,096       (a) The maximum borrowing level under this unsecured facility is $100,000 at an interest rate of 2.5% over prime. This facility has no fixed maturity date.   (b) The maximum borrowing level on this facility is $150,000 with a fixed interest rate of 10%. This facility has no fixed maturity date.   (c) The interest rate on this facility is 40% with a one-year maturity date of December 31, 2023.   (d) The principal loan is for $150,000 with weekly loan payments due of $2,558 over a 78-month period. The effective interest rate on this loan amounts to approximately 67%   (e) On June 6, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), pursuant to which the Company issued to 1800 Diagonal an unsecured promissory note in the principal amount of $117,320 (the “Note”). The net proceeds received by the Company were $100,000, after deducting an original issue discount in the amount of $12,570 and $4,750 for 1800 Diagonal’s legal fees, which were immediately expensed. The Company intends to use the net proceeds for working capital and general corporate purposes.

v3.23.3

CONCENTRATIONS (Tables)	9 Months Ended
	Sep. 30, 2023
Risks and Uncertainties [Abstract]
SCHEDULE OF CONCENTRATION OF RISK	SCHEDULE OF CONCENTRATION OF RISK     September 30, 2023     September 30, 2022   Customer A     26 %     36 % Customer B     25 %     29 % Customer C     20 %     15 % Customer D     18 %     11 % Customer E     9 %     -   Total     98 %     91 %

v3.23.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)				3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 31, 2022	Nov. 26, 2018	Jun. 14, 2018	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
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				16,610,756		16,610,756		15,635,756
Purchase of assets	$ 50,000
Purchase of assets, percentage	100.00%
Stock-based compensation						$ 164,500	$ 212,260
Cash overdraft				$ 17,340		17,340
cash and cash equivalents								54,185
Bad debt expense				0	$ 0
Allowance for doubtful accounts				0	0	0	0
Advertising and marketing expenses						91,209	34,430
Impairment loss	$ 50,000				$ 50,000		$ 50,000	50,000
Right of use of assets				496,943		496,943		570,446
Short term operating lease payables				112,666		112,666		112,666
Long term lease liabilities				$ 392,558		$ 392,558		458,218
Average remaining life				3 years 6 months		3 years 6 months
Unrealized gain due to foreign currency fluctuations						$ 1,895		$ 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		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

v3.23.3

GOING CONCERN (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents		$ 54,185
Working capital	1,293,005
Accumulated deficit	29,770,887	28,630,321
Cash overdraft	$ 17,340

v3.23.3

CAPITAL STOCK (Details Narrative) - USD ($)			3 Months Ended						9 Months Ended
	Feb. 24, 2020	Jun. 14, 2018	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Nov. 14, 2022
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			16,610,756		15,635,756				16,610,756
Common stock, shares outstanding			16,610,756		15,635,756				16,610,756
Issuance of stock for service, value			$ 61,000	$ 103,500		$ 87,125	$ 120,620	$ 4,515
Preferred stock, shares authorized			20,000,000						20,000,000
Preferred stock, par value			$ 0.0001						$ 0.0001
Common Stock [Member]
Class of Stock [Line Items]
Shares issued to consultants			500,000	475,000		427,500	620,000	15,000
Issuance of stock for service, value			$ 50	$ 48		$ 43	$ 62	$ 2
Service Provider [Member]
Class of Stock [Line Items]
Shares price						$ 0.106
Issuance of shares						20,000
Paul Adler [Member]
Class of Stock [Line Items]
Issuance of shares		12,500,000
Preferred stock voting rights									the issuance of the A Stock with super-voting rights giving him an aggregate of 100,000,000 votes, combined with the shares of common stock he holds, Mr. Adler has effective voting control of approximately 97% of the Company.
Spencer Clarke [Member] | Engagement Agreement [Member]
Class of Stock [Line Items]
Warrants outstanding			310,715						310,715
Warrants outstanding term			5 years						5 years
Exercise price of warrants			$ 0.001						$ 0.001
Warrants intrinsic value			$ 37,907						$ 37,907
Spencer Clarke [Member] | Engagement Agreement [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock, par value										$ 0.0001
Warrants outstanding										310,715
Warrants issued for shares, financing value										$ 1,000,000
2023 Common Stock [Member]
Class of Stock [Line Items]
Shares issued to consultants									975,000
Issuance of stock for service, value									$ 164,450
Shares price			$ 0.17						$ 0.17
2022 Common Stock [Member]
Class of Stock [Line Items]
Shares price						$ 0.21
Issuance of shares						250,000
2022 Common Stock [Member] | Director [Member]
Class of Stock [Line Items]
Shares issued to consultants					100,000			15,000
Issuance of stock for service, value								$ 4,515
Shares price					$ 0.151	$ 0.18
Issuance of shares						350,000
2022 Common Stock [Member] | Investor [Member]
Class of Stock [Line Items]
Shares issued to consultants						427,500
Shares price						$ 0.20
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	100,000
Series A Preferred Stock [Member] | Paul Adler [Member]
Class of Stock [Line Items]
Issuance of super voting preferred stock, shares	1,000

v3.23.3

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 31, 2022	Nov. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Apr. 10, 2023
Related Party Transaction [Line Items]
Purchase of assets	$ 50,000
Purchase of assets, percentage	100.00%
Impairment loss	$ 50,000			$ 50,000		$ 50,000	$ 50,000
Loan maturity date					Apr. 15, 2024
In Play Capital Inc [Member]
Related Party Transaction [Line Items]
Purchase of assets	$ 50,000
Purchase of assets, percentage	100.00%
President and Director [Member]
Related Party Transaction [Line Items]
Notes payable								$ 124,000
Interest rate								14.90%
President and Director [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Loan maturity date		Apr. 09, 2024

v3.23.3

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITY (Details)	Sep. 30, 2023 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

v3.23.3

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 for $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 and 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	5 months	60 months
Payments for rent | $	$ 20,976	$ 132,896
Lease renewal term	5 years

v3.23.3

SCHEDULE OF DEBT (Details) - USD ($)		Sep. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Total loans payable		$ 491,343	$ 271,096
Fund Box [Member]
Short-Term Debt [Line Items]
Total loans payable	[1]	50,664	50,964
Diagonal Lending [Member]
Short-Term Debt [Line Items]
Total loans payable	[2]	139,859
Can Capital [Member]
Short-Term Debt [Line Items]
Total loans payable	[3]	146,379
Credit Line Loan Builder [Member]
Short-Term Debt [Line Items]
Total loans payable	[4]	54,441	144,746
Webster Bank [Member]
Short-Term Debt [Line Items]
Total loans payable	[5]	$ 100,000	$ 75,656
[1] The interest rate on this facility is 40% with a one-year maturity date of December 31, 2023. [2] On June 6, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), pursuant to which the Company issued to 1800 Diagonal an unsecured promissory note in the principal amount of $117,320 (the “Note”). The net proceeds received by the Company were $100,000, after deducting an original issue discount in the amount of $12,570 and $4,750 for 1800 Diagonal’s legal fees, which were immediately expensed. The Company intends to use the net proceeds for working capital and general corporate purposes. [3] The principal loan is for $150,000 with weekly loan payments due of $2,558 over a 78-month period. The effective interest rate on this loan amounts to approximately 67% [4] The maximum borrowing level on this facility is $150,000 with a fixed interest rate of 10%. This facility has no fixed maturity date. [5] The maximum borrowing level under this unsecured facility is $100,000 at an interest rate of 2.5% over prime. This facility has no fixed maturity date.

v3.23.3

SCHEDULE OF DEBT (Details) (Parenthetical)	9 Months Ended
	Sep. 30, 2023 USD ($)
Short-Term Debt [Line Items]
Debt instrument maturity date	Apr. 15, 2024
Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate	13.00%
Unsecured promissory note principal amount	$ 117,320
Debt instrument carrying amount	100,000
Debt instrument unamortized discount	12,570
Legal fees	4,750
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	10.00%
Fund Box [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate	40.00%
Debt instrument maturity date	Dec. 31, 2023
Principal Loan [Member]
Short-Term Debt [Line Items]
Line of credit facility, maximum borrowing capacity	$ 150,000
Debt instrument interest rate	67.00%
Payments of loan costs	$ 2,558

v3.23.3

LOANS PAYABLE (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Debt instrument maturity date	Apr. 15, 2024
Debt instrument periodic payment	$ 132,571
Government loans payable	$ 500,000	$ 524,033
Government Loans Payable [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate		3.75%
Common Stock [Member]
Short-Term Debt [Line Items]
Debt instrument description	The first payment was due July 15, 2023, with eight subsequent payments due each month thereafter. The Note may not otherwise be prepaid in whole or in part. In the event the Company fails to pay any amount when due under the Note, the interest rate will increase to 22%. Upon the occurrence and during the continuation of any event of default under the Note (“Event of Default”), the Note will become immediately due and payable and the Company is required to pay to 1800 Diagonal an amount equal to 150% times the sum of (a) the then outstanding principal amount of the Note, plus (b) any accrued and unpaid interest on the unpaid principal amount of this Note, plus (c) default interest, if any, plus (d) any other amounts owed to the 1800 Diagonal pursuant to the Note. Following any Event of Default, 1800 Diagonal may convert any amount due under the Note into shares of the Company’s common stock (the “Conversion Shares”) at a conversion price equal to 75% multiplied by the lowest trading price for the Company’s common stock during the ten trading days prior to the conversion date (representing a discount rate of 25% to market)
Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Debt instrument outstanding principal	$ 117,320
Debt instrument interest rate	13.00%
Proceeds from issuance of debt	$ 15,251
Securities Purchase Agreement [Member] | Diagonal LLC [Member]
Short-Term Debt [Line Items]
Debt instrument outstanding principal	$ 14,730.11

v3.23.3

SCHEDULE OF CONCENTRATION OF RISK (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member]	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Customer A [Member]
Concentration Risk [Line Items]
Total	26.00%	36.00%
Customer B [Member]
Concentration Risk [Line Items]
Total	25.00%	29.00%
Customer C [Member]
Concentration Risk [Line Items]
Total	20.00%	15.00%
Customer D [Member]
Concentration Risk [Line Items]
Total	18.00%	11.00%
Customer E [Member]
Concentration Risk [Line Items]
Total	9.00%
Customer [Member]
Concentration Risk [Line Items]
Total	98.00%	91.00%

v3.23.3

CONCENTRATIONS (Details Narrative)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Five Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	100.00%	91.00%

v3.23.3

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Nov. 30, 2023	Sep. 30, 2023	Jul. 09, 2023
Subsequent Event [Line Items]
Loan maturity date		Apr. 15, 2024
President [Member]
Subsequent Event [Line Items]
Loans payable			$ 124,000
Interest rate			14.90%
President [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Loan maturity date	Apr. 09, 2024

---