Authentic Holdings, Inc 10-Q for FY2020 Q1

Authentic Holdings, Inc. (AHRO)

10-Q 2021-09-22 For: 2020-03-31

Added on April 06, 2026

About this 10-Q

Authentic Holdings, Inc filed this 10-Q on September 22, 2021, covering the quarter ended March 31, 2020 (FY2020 Q1).

Headline figures

Quarter ended March 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1916; compared with $0 a year earlier
Net loss: $165.15K; compared with a net loss of $406.02K a year earlier

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Nevada		11-3746201
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

50 Division Street Suite 501 Somerville, New Jersey		08876
(Address of principal executive offices)		(Zip Code)

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
SIGNATURE		26

	March 31, 2020			December 31, 2019
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	5,130		$	4,794
Prepaid interest and deposits		65,625			96,214
Inventories		60,815			60,815
Total Current Assets		131,570			161,824
Operating lease right-of-use assets		31,382			46,971
Property and equipment, net		200,551			213,037
Intangible assets		68,952			69,284
TOTAL ASSETS	$	432,455		$	491,116
LIABILITIES AND STOCKHOLDERS DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		242,718			211,245
Accrued compensation		501,250			501,250
Unsecured notes and accrued interest payable		223,091			223,091
Convertible notes and accrued interest - net of debt discount of $245,191 and $52,720, respectively		125,922			488,865
Convertible notes and accrued interest - related party		68,500			67,500
Promissory note and accrued interest - related party		281,835			278,168
Derivative liabilities		989,813			989,813
Advances from related parties		122,815			124,558
Related party loans and accrued interest		247,283			244,681
Subscription payable		100,000			100,000
Operating lease liabilities		46,971			46,971
Current liabilities from discontinued operations		84,281			84,281
Total Current Liabilities		3,034,479			3,360,423
Stockholders Deficit
Preferred stock, Class B, $0.001 par value, 1,000,000 shares authorized, 200,000 shares issued and outstanding		200			200
Common stock $0.001 par value, 1,000,000,000 shares authorized, 458,575,514 and 26,446,236 shares issued and outstanding, 0 and 6,688,666 issuable as of March 31, 2020 and December 31, 2019, respectively		458,575			26,446
Additional paid-in capital		29,789,771			29,789,473
Stock subscription receivable		-			-
Accumulated deficit		(32,850,570	)		(32,685,425	)
Stockholders' deficit		(2,602,025	)		(2,869,306	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	432,455		$	491,116

	Three Months ended
	March 31, 2020			March 31, 2019

REVENUE	$	1,916		$	-
COST OF REVENUES		3,005
GROSS PROFIT (LOSS)		(1,089	)
OPERATING EXPENSES
General and administrative		98,420			158,474
Depreciation and Amortization		28,407
Consulting fees share expense		1,426
Officer salaries and compensation		-
Stock based compensation		-			83,574
Gain from extinguishment of debt		-			(12,041	)
Gain on extinguishment of debt - related party		-			-
Total Operating Expenses		128,253			230,007

LOSS FROM OPERATIONS		(129,342	)		(230,007	)

OTHER EXPENSE
Loss on change in fair value of derivative liabilities		-			-
Interest expense and financing costs		35,806			172,410
Interest expense - related parties		-			3,602
Total other expense		35,806			176,012

NET LOSS		(165,148	)		(406,019	)

Net loss per share	$	(0.00	)	$	(0.02	)

Weighted average common shares outstanding		127,063,682			21,209,691

											Additional					Total
	Class B Preferred Stock				Common Stock						Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficiency
Balance December 31, 2019		200,000	$	200		26,446,236		$	26,446		$	29,789,473	$	(32,685,425	)	$	(2,869,306	)
Conversion of notes payable						432,129,278			431,729								431,729
Isssuance of common for services						700,000			700								700
Cancellation of shares						(300,000	)		(300	)		300					-
Net loss for the quarter														(165,148	)		(165,148	)
Balance March 31, 2020		200,000	$	200		458,975,514		$	458,575		$	29,789,773	$	(32,850,573	)	$	(2,602,025	)


Balance December 31, 2018		200,000	$	200		21,144,593		$	21,145		$	29,335,171	$	(31,023,302	)	$	(1,666,786	)
Options issued for consulting services												83,574					83,574
Common stock issuable for settlement of a convertible note		-		-		70,588			71			5,576		-			5,647
Debt discount - Convertible promissory note and warrants		-		-		-			-			217,500					217,500
Net loss for the quarter end March 31, 2019														(406,019	)		(406,019	)
Balance - March 31, 2019		200,000	$	200		21,215,181		$	21,216		$	29,641,821	$	(31,429,321	)	$	(1,766,084	)

	2020			2019
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(165,148	)	$	(406,019	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Loss on change in fair value of derivative liabilities
Gain from extinguishment of debt					(12,041	)
Depreciation - Property and equipment		12,486			95
Depreciation - Operating lease right-of-use assets		15,589
Amortization - Intangible assets		332
Expenses paid for directly by related party					10,121
Amortization of debt discount					163,095
Amortization of commitment fee
Stock based compensation expense					83,574
Stock issued for services
Changes in operating assets and liabilities:
Prepaid interest and deposits		30,590			(9,789	)
Accounts payable and accrued expenses		31,473			11,501
Accrued interest		5,526			12,918
Net cash used in operating activities		(69,152	)		(146,545	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment
Acquisition of intangible assets
Net cash used in investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible promissory note, net		69,488			217,500
Proceeds from issuance of common stock
Proceeds from subscriptions payable					80,000
Proceeds from unsecured loans
Repayment of convertible notes					(135,000	)
Repayment of unsecured loans					(43,573	)
Net cash provided by financing activities		69,488			118,927

Net change in cash and cash equivalents		336			(27,618	)
Cash and cash equivalents - beginning of period		4,794			29,310
Cash and cash equivalents - end of period	$	5,130		$	1,692
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-Cash Investing and Financing Activity:
Common stock issued for conversion of convertible notes	$	431,729		$	5,647
Beneficial conversion feature	$	-		$	124,099
Warrant granted in conjunction with convertible notes recognized as debt discount	$	-		$	93,401

	March 31, 2020		December 31, 2019
Raw Material	$	13,631	$	13,631
Finished Goods		47,184		47,184
	$	60,815	$	60,815

Equipment	5 Years
Furniture and Fixtures	7 Years
Forklift	3 Years

	March 31,			December 31,
	2020			2019
Furniture and Equipment	$	215,315		$	218,315
Forklift		20,433			204,333
		235,748			238,748
Less accumulated depreciation		(13,131	)		(25,711	)
	$	222,617		$	213,037

·	On January 8, 2019, the Company issued 70,588 common shares valued at $0.08 per share for a total of $5,647 to repay the outstanding amount of a convertible note of $17,688, resulting in a gain from debt extinguishment of $12,041.

·	On May 10, 2019, the Company issued 50,000 common shares valued at $0.25 for $12,500 to repay the loan from the President and Director of the Company.

·	In May 2019, the Company issued 190,000 common shares for cash proceeds of $43,500.

·	On June 18, 2019, the Company issued 6,400,000 common shares valued at $0.001 par value for total of $6,400 as partial consideration for the acquisition of assets from AH Original, Inc. (“AOH”), a common controlled corporation owned by the same owner group of the Company.

·	On July 1, 2019, the Company issued 400,000 shares of common stock valued at $80,000, based on market price on the issuance dates, as partial consideration to a corporation for investor relations services.

·	On October 16, 2019, the Company issued 700,000 shares of common stock valued at $53,200, based on market price on the issuance dates, as partial consideration to a corporation for consulting services.

·	During the year ended December 31, 2019, the Company issued 6,072,221 shares of common shares to convert the principal amount of $152,887 and accrued interest of $15,895 of convertible notes.

	Three Months Ended March 31, 2020

Fair value of common stock at measurement date	$	0.20-$0.49
Expected term at issuance	2years-5years
Expected average volatility	324%-631		%
Expected dividend yield		-
Risk-free interest rate	2.33%-2.57		%

	Number of		Weighted Average
	Shares		Exercise Price
Balance as of December 31, 2017		-	$	-
Granted		112,238		0.35
Exercised		-		-
Forfeited		-		-
Balance as of December 31, 2018		112,238	$	0.35
Granted		1,038,125		0.28
Exercised		-		-
Forfeited		-		-
Balance as of December 31, 2019		1,150,363	$	0.30
Granted		-		-
Exercised		-		-
Forfeited		-		-
Balance March 31, 2020		1,150,363		0.30

Year Ending December 31:
2020	$	11,865
Thereafter		35,595
Total minimum future rentals	$	47,460

	March 31,			December 31,
	2020			2019
Patent	$	9,223		$	9,233
Websites		10,690			10,690
Royalties		50,000			50,000
Less accumulated amortization		(971	)		(639	)
	$	68,942		$	69,284

Exhibit Number	Description	Incorporated by Reference
		Form	Exhibit	Filing Date
(3)	(i) Articles of Incorporation (ii) Bylaws
3.1	Articles of Incorporation, as filed with the Nevada Secretary of State	SB-2	3.1	November 29, 2005
3.2	Certificate of Designations, Rights and Preferences of the Class C Preferred Stock	8-K	10.5	August 10, 2010
3.3	Certificate of Amendment filed by Global Fashion Technologies, Inc. with the Secretary of the State of Nevada on August 6, 2014	8-K	5.1	August 7, 2014
3.4	Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, as filed with the Secretary of the State of Nevada on August 6, 2014	8-K	5.2	August 7, 2014
3.5	Certificate of Amendment filed with the Secretary of the State of Nevada on January 10, 2017	8-K	5.1	January 23, 2017
3.6	Certificate of Amendment filed with the Secretary of the State of Nevada on April 18, 2019.	8-K	5.1	May 7, 2019
3.7	By-Laws adopted February 14, 2017	8-K		February 22, 2017
(10)	Material Contracts
10.1	May 28, 2019 Asset Purchase Agreement between the Company and AH Originals, Inc.	8-K	10.1	May 29, 2019
(14)	Code of Ethics
14.1	Code of Ethics	10-KSB	14.1	April 14, 2008
(21)	Subsidiaries of Registrant
21.1	Trident Merchant Group, Inc., a Nevada corporation (wholly owned)
21.2	Progressive Fashions Inc., a Nevada corporation (wholly owned)
21.3	Leading Edge Fashion, LLC (majority owned)
21.4	Pure361, LLC (majority owned)
21.5	Global Fiber Technologies, Inc. (majority owned)
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification by the Principal Executive Officer
31.2*	Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1**	Section 906 Certification by the Principal Executive Officer
32.2**	Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101**	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

		GLOBAL FIBER TECHNOLOGIES, INC.
		(Registrant)

Dated: September 17, 2021		/s/ Christopher Giordano
		Christopher Giordano
		President
		(Principal Executive Officer)

Dated: September 17, 2021		/s/ Paul Serbiak
		Paul Serbiak
		Chief Executive Officer
		(Principal Financial Officer and Principal Accounting Officer)

1.	I have reviewed this quarterly report on Form 10-Q of Global Fiber Technologies, Inc.;

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 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.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 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;

5.	I have disclosed, based on my 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 control 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.

Dated: September 17, 2021		/s/ Christopher Giordano
		Christopher Giordano
		President
		(Principal Executive Officer)

Dated: September 17, 2021		/s/ Paul Serbiak
		Paul Serbiak
		Chief Executive Officer
		(Principal Financial Officer and Principal Accounting Officer)

	(1)	the quarterly report on Form 10-Q of Global Fiber Technologies, Inc. for the period ended March 31, 2020 (the ”Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Global Fiber Technologies, Inc.