Item 1.01 Entry into a Material Definitive Agreement.

On August 31, 2022 (the "Closing Date"), Global Diversified Marketing Group Inc., a Delaware corporation (the "Company"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with InPlay Capital Inc., a Delaware corporation (the "Seller"). Pursuant to the Purchase Agreement, the Company purchased from the Seller all of the assets used in the operation and conduct of business relating to the online home fitness store known as "The Hula Fit" (the "Business"), including the Shopify Store and the TikTok, Facebook and Google ad accounts (the "Assets"), 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 the Seller. The Board of Directors of the Company, having determined that the terms of the Purchase Agreement are fair and in the best interests of the Company and its stockholders, unanimously authorized and approved the Purchase Agreement and the acquisition of the Assets.

The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K ("Report") as Exhibit 10.1 and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

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

Item 7.01 Regulation FD Disclosure

On September 6, 2022, the Company issued a press release announcing the Company's acquisition of the Assets from the Seller. A copy of the press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing of ours under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.





Forward Looking Statements

This filing includes "forward-looking statements." All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that may affect our operations, financial performance, and other factors as discussed in the Company's filings with Securities and Exchange Commission ("SEC"). Among the factors that could cause results to differ materially are those risks discussed in the periodic reports the Company files with the SEC, including the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 14, 2022. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading "Risk Factors." The Company does not undertake any duty to update any forward-looking statement except as required by law.




Item 9.01   Financial Statements and Exhibits.




(d)   Exhibits.




Exhibit No.   Description

    2.1         Asset Purchase Agreement, dated August 31, 2022, by and between
              the Company and InPlay Capital Inc.
   99.1         Press Release issued by the Company on September 6, 2022
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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