Authentic Holdings, Inc 10-Q for FY2025 Q3

Authentic Holdings, Inc. (AHRO)

10-Q 2025-11-25 For: 2025-09-30

Added on April 06, 2026

About this 10-Q

Authentic Holdings, Inc filed this 10-Q on November 25, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).

Headline figures

Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $98.45K; up 1.4% from $97.1K a year earlier
Net loss: $57.62K; compared with a net loss of $360.99K a year earlier
Diluted EPS: $0.00; compared with $0.00 a year earlier

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Emerging growth company	☐

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity/(Deficiency) for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	6
	Notes to the Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38

Signatures		39

AUTHENTIC HOLDINGS, INC.
Condensed Consolidated Balance Sheets

	September 30,			December 31,
	2025			2024
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	7		$	5,890
Accounts receivable, net of allowance for doubtful accounts of $8,373 and $0 on September 30, 2025 and December 31, 2024, respectively		98,828			201,628
Advances made for inventory purchases		23,059			-
TOTAL CURRENT ASSETS		121,894			207,518

Intangible assets, net of accumulated amortization of $157,930 and $886,911 on September 30, 2025 and December 31, 2024, respectively		10,809,566			4,284,185

TOTAL ASSETS	$	10,931,460		$	4,491,703

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Bank overdraft	$	82		$	-
Accounts payable and accrued liabilities		671,727			518,946
Accrued compensation		851,254			588,751
Unsecured notes and accrued interest payable		191,674			164,935
Convertible notes and accrued interest - net of debt discount		1,782,584			1,513,737
Convertible notes and accrued interest - related party		91,443			89,568
Secured Promissory Notes and Accrued Interest		89,509			102,061
Promissory note and accrued interest - related party		532,435			522,374
Derivative liabilities		1,340,503			1,137,119
Advances from related parties		430,275			479,533
Related party loans and accrued interest		287,351			281,825
Self Liquidating Promissory Notes		137,083			133,333
TOTAL CURRENT LIABILITIES		6,405,920			5,532,182

TOTAL LIABILITIES		6,405,920			5,532,182

STOCKHOLDER'S EQUITY (DEFICIENCY)
Preferred stock, Class B, $0.001 par value, 1,000,000 shares and authorized, 400,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		400			400
Preferred stock, Class C, $0.001 par value, 100,000 shares authorized, 100,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		100			100
Preferred stock, Class D, $0.001 par value, 100,000 shares authorized, 0 and 100,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		-			100
Preferred stock, Class F, $0.001 par value, 100,000 shares authorized, 100,000 and 0 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		100			-
Preferred stock, Class Z, 6,042 and 5,442 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		6			6
Common stock $0.001 par value, 2,500,000,000 shares authorized, 2,335,501,281 and 2,262,255,848 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		2,335,502			2,262,256
Common stock issuable		52,200			52,200
Additional paid-in capital		42,577,894			36,003,364
Accumulated deficit		(40,440,662	)		(39,358,905	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)		4,525,540			(1,040,479	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)	$	10,931,460		$	4,491,703

AUTHENTIC HOLDINGS, INC.
Condensed Consolidated Statements of Operations
(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024

Revenues	$	98,448		$	97,096		$	348,925		$	164,668
Cost of revenues		31,338			42,675			103,428			85,094
Gross Profit		67,110			54,421			245,497			79,574

Operating Expenses
General and administrative		162,704			70,136			657,939			194,260
Depreciation and Amortization		2,131			126,019			191,568			398,810
Professional and Legal Fees		9,119			26,211			61,758			80,005
Research and Development		-			-			21,750			1,017
Total Operating Expenses		173,954			222,366			933,015			674,092

Income/(Loss) from Operations		(106,844	)		(167,945	)		(687,518	)		(594,518	)

Other Income/(Expense)
Income (loss) on change in fair value of derivative liabilities		109,299			(54,504	)		(203,384	)		385,011
Gain/(Loss) on settlement of notes		(300	)		(84,938	)		(8,521	)		(97,125	)
Interest expense and financing costs		(53,954	)		(47,786	)		(164,872	)		(189,385	)
Interest expense - related parties		(5,820	)		(5,820	)		(17,462	)		(16,837	)
Total Other Expense		49,225			(193,048	)		(394,239	)		81,664

Net Income (Loss)	$	(57,619	)	$	(360,993	)	$	(1,081,757	)	$	(512,854	)

Weighted Average common stock outstanding		2,335,501,281			2,247,546,547			2,295,737,984			2,172,891,210

Earnings (loss) per share	$	(0.000	)	$	(0.000	)	$	(0.000	)	$	(0.000	)

	Series B Preferred Stock				Series C Preferred Stock				Series D Preferred Stock						Series F Preferred Stock				Series Z Preferred Stock				Common Stock				Common Stock		Additional Paid in			Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Issuable		Capital			Deficit			Total
Balance December 31, 2024		400,000	$	400		100,000	$	100		100,000		$	100.00							5,442	$	6		2,262,255,848	$	2,262,256	$	52,200	$	36,003,364		$	(39,358,905	)	$	(1,040,479	)
Issuances of shares for conversion of notes		-		-		-		-		-			-							-		-		9,838,450		9,839		-		3,935			-			13,774
Note conversion																														(104,046	)					(104,046	)
Stocks issued for cash		-		-		-		-		-			-							600		-		-		-		-		15,000			-			15,000
Net loss		-		-		-		-		-			-							-		-		-		-		-					(1,413,629	)		(1,413,629	)
Balance March 31, 2025		400,000	$	400		100,000	$	100		100,000		$	100			-	$	-		6,042	$	6		2,272,094,298	$	2,272,095	$	52,200	$	35,918,253		$	(40,772,534	)	$	(2,529,380	)
Issuances of shares for conversion of notes		-		-		-		-		-			-							-		-		7,629,205		7,629		-		152			-		$	7,781
Acquisition of Goliath movie library										(100,000	)		(100	)		100,000		100												6,706,667					$	6,706,667
Shares issued as collateral		-		-		-		-		-			-							-		-		31,000,000		31,000		-		(31,000	)		-		$	-
Debt issuance cost																								4,000,000		4,000				1,600					$	5,600
Shares issued in connection with non-cash Securities purchase																								17,777,778		17,778				(17,778	)				$	-
Net loss		-		-		-		-		-			-							-		-		-		-		-					389,491		$	389,491
Balance June 30, 2025		400,000	$	400		100,000	$	100		-		$	-			100,000	$	100		6,042	$	6		2,332,501,281	$	2,332,502	$	52,200	$	42,577,894		$	(40,383,043	)	$	4,580,159
Issuances of shares for conversion of notes		-		-		-		-		-			-							-		-		3,000,000		3,000		-					-		$	3,000
Net loss		-		-		-		-		-			-							-		-		-		-		-					(57,619	)	$	(57,619	)
Balance September 30, 2025		400,000	$	400		100,000	$	100		-		$	-			100,000	$	100		6,042	$	6		2,335,501,281	$	2,335,502	$	52,200	$	42,577,894		$	(40,440,662	)	$	4,525,540

AUTHENTIC HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
For the Nine months ended September 30,
(Unaudited)

	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(1,081,757	)	$	(512,854	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Bad debt expense		8,373			-
Change in fair value of derivative liabilities		203,384			(385,011	)
Loss/(Gain) on conversion of convertible debt		8,520			97,125
Amortization of debt discount		4,709			39,435
Depreciation - Property and equipment		-			21,721
Amortization - Intangible assets		187,685			377,089
Changes in operating assets and liabilities:
Accounts receivable		94,427			(33,527	)
Advances made for inventory purchases		(23,059	)		-
Accounts payable and accrued expenses		415,285			99,593
Accrued interest		172,026			157,380
Net cash used in operating activities	$	(10,407	)	$	(139,049	)

CASH FLOWS FROM INVESTING ACTIVITIES
Advance on acquisition of License		(5,000	)		-
Acquisition of Website		(1,400	)		-
Net cash provided by investing activities	$	(6,400	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		82			(1,501	)
Proceeds from Series Z Preferred Stock		15,000			-
Advances from related parties		20,000			14,831
Proceeds from unsecured notes		25,000
Proceeds from common stock and warrants		-			119,030
Proceeds from common stock issuable		-			15,700
Proceeds from secured promissory notes		-			72,500
Repayment from secured promissory notes		(14,000	)		-
Proceeds from convertible notes, net of cash discounts		50,000			105,000
Repayments of advances from related parties		(69,258	)		(90,636	)
Repayment of promissory Notes		(2,000	)		(42,500	)
Repayment of convertible notes		(19,500	)		(53,250	)
Debt issuance cost		5,600			-
Net cash provided by financing activities	$	10,924		$	139,174

Net (decrease) increase in cash	$	(5,883	)		125
Cash and cash equivalents, beginning of period		5,890			-
Cash and cash equivalents, end of period	$	7		$	125

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-

Cash paid for taxes	$	-		$	-

Supplemental disclosure of non-cash financing activities
Conversion of convertible debt into common stock	$	24,555		$	229,713

Equipment		5 Years
Furniture and Fixtures		7 Years
Forklift		3 Years

	September 30,			December 31,
	2025			2024
Furniture and Equipment	$	215,665		$	215,665
Forklift		20,433			20,433
Camera		4,022			4,022
Trident		733			733
		240,853			240,853
Less accumulated depreciation		(240,853	)		(240,853	)
Total Property and equipment, net of depreciation	$	-		$	-

	·	Whether substantially all the value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, and
	·	Whether the acquired set includes the required elements of a business under the framework in ASC 805

	1.	Identify the contract, or contracts, with a customer.
	2.	Identify the performance obligations in the contract.
	3.	Determine the transaction price.
	4.	Allocate the transaction price to the performance obligations in the contract.
	5.	Recognize revenue when the Company satisfies a performance obligation.

September 30, 2025	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	1,340,503	$	1,340,503

December 31, 2024	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	1,137,119	$	1,137,119

	·	Upon the two-year anniversary of the filing of the Certificate of Designation with the State of Nevada, 25% of the shares of Series C Preferred Stock held by any Holder of record of Series C Preferred Stock shall be automatically converted into Common Stock at a ratio of one hundred shares of Common Stock for each share of Series C Preferred Stock.

	·	Upon achievement by Maybacks of reaching 40 channels, 50% of the shares of Series C Preferred Stock held by any Holder of record of Series C Preferred Stock shall be automatically converted into Common Stock at a ratio of one hundred shares of Common Stock for each share of Series C Preferred Stock.

	·	Upon the achievement by Maybacks of reaching the first $250,000 in “net ad revenue” (post ad agency payout), 2.5% of the shares of Series C Preferred Stock held by any Holder of record of Series C Preferred Stock shall be automatically converted into Common Stock at a ratio of one hundred shares of Common Stock for each share of Series C Preferred Stock.

	(i)	not accrue nor pay dividends except as declared by the board of directors in their sole discretion.
	(ii)	The Series F Preferred Stock shall not have voting rights except as it pertains to altering the rights associated with the Series F Preferred Stock.
	(iii)	The Series F Preferred Stock shall have a stated value of $110 (the “Stated Value”) for each share of Series F Preferred Stock before any distribution or payment shall be made to the holders of any common stock, Series B Preferred Stock or Series C Preferred Stock, but after any distribution or payment on account of the Series D Preferred Stock and the Series E Preferred Stock, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series F Preferred stock, after payment to the Series D Preferred Stock and Series E Preferred Stock, shall be ratably distributed among them in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full (the “Liquidation Preference”). The Liquidation Preference is payable after all indebtedness of the Corporation.
	(iv)	The holders of Series F Preferred Stock shall convert their shares into common stock as follows:

	a.	Each share of Series F Preferred Stock shall be convertible, at any time after three years of the Original Issue Date or immediately in the event of a Change in Control at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in Section 5(f)) determined by dividing the Stated Value of such share of Series F Preferred Stock by the Conversion Price.
	b.	The conversion price (the "Conversion Price") shall equal the closing price of the Corporation’s stock on the Conversion Date.

	September 30,			December 31,
	2025			2024
Goliath movie library	$	10,790,000		$	-
License agreement - Goliath		-			5,000,000
License agreement - John Legend		5,000			-
License agreement - Salci Sports		15,000			15,000
Customer lists		7,000			7,000
Patent		12,406			12,406
Websites		13,090			11,690
Royalties		125,000			125,000
		10,967,496			5,171,096
Less accumulated amortization		(157,930	)		(886,911	)
	$	10,809,566		$	4,284,185

Issuance of shares for conversion of debt	20,467,655	$	20,468
Shares issued as collateral	31,000,000	$	31,000
Debt issuance cost	4,000,000	$	4,000
Shares issued in connection with non-cash securities purchase	17,777,778	$	17,778
Total	73,245,433	$	73,245

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2024	$	1,137,119
Net Loss (gain) on change in fair value of the derivative		203,384
Balance - September 30, 2025	$	1,340,503

	Maybacks
	Customers
2025	$	175
2026		700
2027		700
2028		700
2029		700
		2,975
Thereafter		2,450
	$	5,425

	Principal		Accrued Interest		Total
Promissory note - related party	$	447,150	$	85,285	$	532,435
Convertible notes – Related party		50,000		41,443		91,443
Related Party Loans		210,534		76,818		287,352
Total Related Parties Loans		707,684		203,546	$	911,230

	Three Months Ended September 30,				Nine Months Ended September 30,
Operating Expenses	2025		2024		2025		2024
General and administrative	$	162,704	$	70,136	$	657,939	$	194,260
Depreciation and Amortization		2,131		126,019		191,568		398,810
Professional and Legal Fees		9,119		26,211		61,758		80,005
Research and Development		-		-		21,750		1,017
Total Operating Expenses	$	173,954	$	222,366	$	933,015	$	674,092

	For the Nine Months Ended September 30,
	2025			2024
Net cash provided by (used in) operating activities	$	(10,407	)	$	(139,049	)
Net cash provided by (used in) investing activities		(6,400	)		-
Net cash provided by (used in) financing activities		10,924			139,074
Net increase (decrease) in cash and cash equivalents	$	(5,883	)	$	125

	1.	We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the three months ended September 30, 2025. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

	2.	We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

Exhibit Number		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 formatted in Extensible Business Reporting Language (XBRL).

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

	Authentic Holdings, Inc.
	(Registrant)

Dated: November 25, 2025	/s/ Christopher Giordano
	Christopher Giordano
	President, and Director
	(Principal Executive Officer)

Dated: November 25, 2025	/s/ Paul Serbiak
	Paul Serbiak
	CEO, Treasurer, Director and Secretary
	(Principal Financial Officer and Principal Accounting Officer)

1.	I have reviewed this quarterly report on Form 10-Q of Authentic Holdings, 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.	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)) 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; and

	(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.

/s/ Christopher Giordano
Christopher Giordano
President and Director
(Principal Executive Officer)

/s/ Paul Serbiak
Paul Serbiak
CEO, Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer)

(1)	the Quarterly report on Form 10-Q of Authentic Holdings, Inc. for the period ended September 30, 2025 (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 Authentic Holdings, Inc.