UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~March 1429, ~~2022~~2023

~~GLOBAL~~NetBrands ~~DIVERSIFIED MARKETING GROUP INC~~Corp.

(Exact name of registrant as specified in its charter)

Delaware		000-55889		82-3707673
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~I.R.S. Employer Identification No.)

4042 Austin Boulevard, Suite B ~~Island Park, New York 11558 (Address of principal executive offices)~~

Island Park, New York 11558

(Address of principal executive offices)

Registrant’s telephone number, including area code: (800) 550-5996

~~Check the~~Global ~~appropriate~~Diversified ~~box~~Marketing ~~below~~Group ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:~~Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1 5.0103 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

On ~~November~~March 1429, ~~2022 (the “Effective Date”)~~2023, Global Diversified Marketing Group Inc., a Delaware corporation (the “Company”), ~~entered~~ ~~into~~filed an ~~engagement~~Amendment to ~~agreement~~the Certificate of Incorporation of the Company (the “~~Engagement Agreement~~Amendment”) ~~with~~effecting ~~Spencer~~the ~~Clarke,~~change ~~LLC~~of the Company’s name from “Global Diversified Marketing Group Inc.” to “NetBrands Corp.” (the “~~Spencer~~New ~~Clarke~~Name”). The Amendment, implementing ~~pursuant~~the toNew ~~which~~Name, was approved by the ~~Company~~board ~~engaged~~of ~~Spencer~~directors ~~Clarke~~of tothe ~~serve~~Company ason ~~its~~January ~~exclusive~~26, ~~investment~~2023, ~~banking~~by ~~firm~~unanimous towritten ~~provide~~consent, ~~certain~~in ~~investment~~accordance ~~banking-related~~with ~~services~~the toapplicable provisions of the ~~Company~~Delaware inGeneral ~~connection~~Corporation ~~with~~Law. ~~financings~~The ~~and~~New ~~other~~Name ~~transactions~~reflects ~~(each,~~the aCompany’s ~~“Transaction”),~~plan asto shift its business ~~further~~mix ~~described~~and incontinue ~~the~~to ~~Engagement~~expand ~~Agreement~~its ~~(the~~digital ~~“Services”)~~footprint.

~~Pursuant~~A tocopy ~~the Engagement Agreement, in consideration for Spencer Clarke providing the Services, (a) upon execution~~ of the ~~Engagement~~Amendment ~~Agreement, the~~is ~~Company~~filed ~~issued~~as ~~Spencer~~Exhibit ~~Clarke warrants to purchase 310,715 shares of the Company’s common stock, par value $0~~3.~~0001~~6 per share (“Common Stock”), representing 2% of the Company’s total issued and outstanding shares of Common Stock as of the Effective Date (the “Initial Warrants”), and (b) upon the closing of a financing of over $1,000,000 in value (a “Qualified Financing”), the Company will issue to ~~Spencer~~this ~~Clarke~~Current ~~additional~~Report ~~warrants~~on toForm ~~purchase~~8-K ~~shares of the Corporation’s Common Stock representing 3% of the Corporation’s total issued~~ and ~~outstanding~~incorporated ~~shares~~herein ofby ~~Common Stock as of the closing date of the Qualified Financing (the “Additional Warrants” and, together with the Initial Warrants, the “Warrants”)~~reference.

~~The~~Item ~~Initial Warrants are exercisable for a term of five years from the date of issuance~~8.01 ~~The~~Other ~~Initial Warrants have an exercise price of $0~~Events.001 per share, subject to adjustment. The Initial Warrants may be exercised for cash, or on a cashless basis. Spencer Clarke may not exercise the Initial Warrants with respect to any number of shares that would cause it to beneficially own in excess of 9.99% of the Company’s number of issued and outstanding shares of Common Stock, waivable upon 61 days’ prior notice to the Company. The exercise price of the Initial Warrants is subject to adjustment for subdivision or consolidation of the Company’s shares, or other dilutive issuances. Spencer Clarke has piggyback registration rights with respect to the shares underlying the Initial Warrants.

In ~~addition~~connection towith the ~~issuances~~change of its name to NetBrands Corp., the ~~Warrants~~Company submitted to the Financial Industry Regulatory Authority, Inc. in(“FINRA”) ~~consideration~~a notification form for processing of the ~~Services~~New ~~rendered~~Name byand ~~Spencer~~a ~~Clarke,~~voluntary request for the change of its trading symbol on the market. The Company ~~agreed~~will tofile ~~pay~~a ~~Spencer~~Current Report on Form 8-K upon FINRA’s ~~Clarke~~announcement ~~additional~~of ~~fees~~the effectiveness of atthe ~~least~~Company’s ~~$100,000~~New ~~upon~~Name ~~any~~and ~~closing~~its ofnew ~~any~~trading ~~Transaction~~symbol on the OTC Markets, asInc., ~~further~~Pink ~~described~~marketplace, the inprincipal market of the ~~Engagement~~Company’s ~~Agreement~~securities.

The term of the Engagement Agreement (the “Term”) is six (6) months, which Term will automatically extend for additional three-month periods, unless Spencer Clarke is given written notice of termination by the Company at least seven days prior to any extension period. Notwithstanding the foregoing, the Engagement Agreement may be terminated: (a) upon immediate written notice by Spencer Clarke, if in the course of performing due diligence it deems it necessary to terminate its engagement, or (b) by the Company, at any time upon Spencer Clarke’s fraud, illegal or willful misconduct, or gross negligence.

The Company agreed that if, within twelve months after the date the Engagement Agreement is terminated, the Company completes any Transaction with any of the prospects or investors introduced to the Company by Spencer Clarke during the Term then, upon the closing of such Transaction, the Company will pay Spencer Clarke the compensation set forth in the Engagement Agreement.

The Company also agreed to indemnify Spencer Clarke against any claims arising out of, or in connection with, Spencer Clarke’s provision of the Services.

The foregoing descriptions of the Engagement Agreement and Initial Warrants are qualified in their entirety by reference to the full text of the Engagement Agreement and Initial Warrants, copies of which are attached hereto as Exhibit 10.1 and 4.1, respectively, each of which is incorporated herein in its entirety by reference.

Item 3.02 Unregistered Sale of Equity Securities.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

The issuance of the Initial Warrants and, upon exercise of the Initial Warrants, the issuance of the shares underlying the Initial Warrants, are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as transactions by an issuer not involving any public offering.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
4.1		Common Stock Purchase Warrant, dated November 14, 2022
10.1		Engagement Agreement, dated November 14, 2022, between Global Diversified Marketing Inc. and Spencer Clarke, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(b)

Exhibits.

Exhibit No.		Description

3.6		Certificate of Amendment to Certificate of Incorporation filed March 29, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLOBAL DIVERSIFED MARKETING GROUP INC.
	NetBrands Corp.
Date: December 8, 2022	By:	/s/ Paul Adler
Date: April 4, 2023	By:	/s/ Paul Adler
		Paul Adler
	Name:	Paul Adler
		President
	Title:	President

Filing Compare · NetBrands Corp.