Authentic Holdings, Inc 10-Q for FY2020 Q3

Authentic Holdings, Inc. (AHRO)

10-Q 2021-09-24 For: 2020-09-30

Added on April 06, 2026

About this 10-Q

Authentic Holdings, Inc filed this 10-Q on September 24, 2021, covering the quarter ended September 30, 2020 (FY2020 Q3).

Headline figures

Quarter ended September 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $380; down 78.7% from $1784 a year earlier
Net loss: $88.91K; compared with a net loss of $525.91K 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	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22

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

	September 30, 2020			December 31, 2019
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	119,023		$	4,794
Prepaid interest and deposits		19,458			96,214
Inventories		60,815			60,815
Total Current Assets		199,296			161,823
Operating lease right-of-use assets		-			46,972
Property and equipment, net		175,579			213,037
Intangible assets		71,461			69,284
TOTAL ASSETS	$	446,336		$	491,116
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		256,633			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 $0 and $52,720, respectively		-			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		340,070			989,813
Advances from related parties		118,181			124,558
Related party loans and accrued interest		247,283			244,681
Self Liquidating Promissory Notes		150,000			-
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		2,418,095			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, 1,253,239,584 and 26,446,236 shares issued and outstanding, 147,819,000 and 6,688,666 issuable as of September 30, 2020 and December 31, 2019, respectively		1,253,239			26,446
Additional paid-in capital		29,789,771			29,789,471
Accumulated deficit		(33,014,969	)		(32,685,424	)
Stockholders' deficit		(1,971,759	)		(2,869,307	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	446,336		$	491,116

	Three Months ended						Nine Months ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019

REVENUE	$	380		$	1,784		$	6,407		$	1,794
COST OF REVENUES		2,874						6,734
GROSS PROFIT (LOSS)		(2,494	)		1,784			(327	)		1,794
OPERATING EXPENSES
General and administrative		57,805			142,052			207,288			369,181
Depreciation and Amortization		28,611						85,425
Consulting fees share expense		-						-
Officer salaries and compensation		-						-
Stock based compensation		-			60,000			700			143,574
Gain from extinguishment of debt		-						-			(12,041	)
Gain on extinguishment of debt - related party		-			-			-			-
Total Operating Expenses		86,416			202,052			293,413			500,714

LOSS FROM OPERATIONS		(88,910	)		(200,268	)		(293,740	)		(498,920	)

OTHER EXPENSE
Loss on change in fair value of derivative liabilities		-			-			-			-
Interest expense and financing costs		-			318,654			35,806			699,318
Interest expense - related parties		-			6,984			-			14,629
Total other expense		-			325,638			35,806			713,947

NET LOSS		(88,910	)		(525,906	)		(329,546	)		(1,212,867	)

Net loss per share	$	(0.00	)	$	(0.02	)	$	(0.00	)	$	(0.04	)

Weighted average common shares outstanding		979,648,126			28,740,782			561,901,598			27,994,505

											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		$	29,789,471	$	(32,685,423	)	$	(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		$	29,789,771	$	(32,850,571	)	$	(2,602,025	)
Conversion of notes payable						794,664,070			794,664								794,664
Net loss during the quarter														(75,488	)		(75,488	)
Balance June 30, 2020		200,000	$	200		1,253,639,584		$	1,253,239		$	29,789,771	$	(32,926,059	)	$	(1,882,849	)
Net loss														(88,910	)		(88,910	)
Balance September 30, 2020		200,000		200		1,253,639,584			1,253,239			29,789,771		(33,014,969	)		(1,971,759	)

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	)
Common stock issued for cash						190,000			190			43,310					43,500
Common stock issue for repayment of related party loan						50,000			50			12,450					12,500
Acquisition of assets from related party						6,400,000			6,400								6,400
Debt discount - Convertible promissory note and warrants												102,000					102,000
Net loss for the quarter end June 30, 2019														(280,952	)		(280,952	)
Balance June 30, 2019		200,000	$	200		27,855,181		$	27,856		$	29,799,581	$	(31,236,273	)	$	(1,882,636	)
Common stock issued for consulting services						300,000			300			59,700					60,000
Common stock issued for conversion of convertible note						764,758			765			59,315					60,080
Debt discount - Convertible promissory note and warrants												281,698					281,698
Net loss														(525,906	)		(525,906	)
Balance September 30, 2019		200,000		200		28,919,939			28,921			30,200,294		(32,236,179	)		(2,006,764	)

	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(329,546	)	$	(1,212,877	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Gain from extinguishment of debt					(12,041	)
Depreciation - Property and equipment		37,458			11,593
Depreciation - Operating lease right-of-use assets		46,971
Amortization - Intangible assets		996			307
Expenses paid for directly by related party					25,897
Amortization of debt discount		27,486			660,128
Stock based compensation expense					143,574
Changes in operating assets and liabilities:
Expense paid for subsidiary					(16,336	)
Prepaid interest and deposits		76,756			(112,087	)
Accounts payable and accrued expenses		45,388			(56,396	)
Accrued interest		892			53,821
Net cash used in operating activities		(93,599	)		(514,417	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment					(18,500	)
Acquisition of intangible assets					(3,723	)
Net cash used in investing activities		-			(22,223	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Self liquidating Promissory Notes		150,000
Proceeds from issuance of convertible promissory note, net		61,000			633,000
Proceeds from issuance of common stock					43,500
Proceeds from subscriptions payable					80,000
Proceeds from unsecured loans					50,000
Repayment of convertible notes					(135,000	)
Repayment of unsecured loans					(5,000	)
Net cash provided by financing activities		211,000			557,557
Net change in cash and cash equivalents		114,401			20,917
Cash and cash equivalents - beginning of period		4,794			29,310
Cash and cash equivalents - end of period	$	119,024		$	50,227
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activity:
Shares issued for related party loan	$	-		$	12,500
Acquisition of assets from related party through the issuance of common stock and a note	$	-		$	275,277
Common stock issued for conversion of convertible notes	$	1,226,393		$	5,647
Debt discount from derivative liabilities	$	649,743		$	-
Beneficial conversion feature	$	-		$	181,099
Warrant granted in conjunction with convertible notes recognized as debt discount	$	-		$	138,401

	September 30, 2020		December 31, 2019
Raw Material	$	13,631	$	13,361
Finished Goods		47,184		47,184
	$	60,815	$	60,815

Equipment	5 Years
Furniture and Fixtures	7 Years
Forklift	3 Years

	September 30,			December 31,
	2020			2019
Furniture and Equipment	$	218,315		$	218,315
Forklift		20,433			20,433
		238,748			238,748
Less accumulated depreciation		(63,169	)		(25,711	)
	$	175,579		$	213,037

·	During the first quarter of 2020 the company convertible promissory notes Principal balance $596,863 and accrued interest of $37,336 was converted to equity and issued a total of 431,729,278 shares of common stock.

·	During the 2^nd quarter of 2020 the company’s convertible promissory notes Principal balance $173,500 and accrued interest of $16,142 was converted to equity and issued a total of 794,664,070 shares of common stock. As a result of this conversion a total of $649,742 derivative liabilities was settled.

	·	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

	·	The Company will issue 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 300,000 shares of common stock valued at $60,000, based on market price on the issuance dates, as partial consideration to a corporation for investor relations services.

	·	During three months ended September 30, 2019, the Company issued 764,758 shares of common shares to convert the principal amount of $53,352 and accrued interest of $5,728 of convertible notes.

	Nine Months Ended
	September 30, 2020
Fair value of common stock at measurement date	$	0.20-$0.49
Expected term at issuance	2 years-5 years
Expected average volatility	324%-631		%
Expected dividend yield		-
Risk-free interest rate	2.33%-2.57		%

For the Nine months ended September 30, 2020
Fair values	$	0.25
Exercise price	$	0.30
Expected term at issuance	3 years
Expected average volatility		93.62	%
Expected dividend yield		—
Risk-free interest rate		2.34	%

							Average
			Weighted		Weighted		Remaining
			Average		Average		Contractual
	Options		Exercise		Grant Date		Life
	Outstanding		Price		Fair Value		(Years)
Balance - December 31, 2017		2,650,000	$	0.33	$	0.33		6.92
Options issued		-		-		-		-
Options expired		-		-		-		-
Options exercised		-		-		-		-
Balance - December 31, 2018		2,650,000	$	0.33	$	0.30		5.92
Options issued		50,000	$	0.50	$	0.30		2.73
Options expired (See note above)		-		-		-		-
Options exercised		-		-		-		-
Balance - September 30, 2019		2,700,000	$	0.34	$	0.30		5.37

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

	September 30,		December 31,
	2020		2019
Warrants		1,150,363		1,150,363
Options		2,700,000		2,700,000
Convertible notes payable, including accrued interest		4,253,000		19,749,863
		8,103,363		23,600226

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 24, 2021		/s/ Christopher Giordano
		Christopher Giordano
		President
		(Principal Executive Officer)

Dated: September 24, 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 24, 2021		/s/ Christopher Giordano
		Christopher Giordano
		President
		(Principal Executive Officer)

Dated: September 24, 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 September 30, 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.