AHRO 10-Q
Authentic Holdings, Inc. (AHRO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from __________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) |
| (IRS Employer Identification No.) |
(Address of principal executive offices)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller Reporting Company | ||
Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of July 30, 2024, there were
AUTHENTIC HOLDINGS, INC.
TABLE OF CONTENTS
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Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
AUTHENTIC HOLDINGS INC. | ||||||||
Condensed Consolidated Balance Sheets | ||||||||
(Unaudited) | ||||||||
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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Advances |
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TOTAL CURRENT ASSETS |
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Property and equipment, net of depreciation |
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Intangible assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) |
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CURRENT LIABILITIES |
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Bank overdraft |
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Accounts payable and accrued liabilities |
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Accrued compensation |
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Unsecured notes and accrued interest payable |
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Convertible notes and accrued interest - net of debt discount |
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Convertible notes and accrued interest - related party |
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Secured Promissory Notes and Accrued Interest |
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Promissory Notes and Accrued Interest |
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Promissory note and accrued interest - related party |
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Derivative liabilities |
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Advances from related parties |
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Related party loans and accrued interest |
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Self Liquidating Promissory Notes |
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TOTAL CURRENT LIABILITIES |
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TOTAL LIABILITIES |
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STOCKHOLDER'S EQUITY (DEFICIENCY) |
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Preferred stock, Class B, $ |
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Preferred stock, Class C, $ |
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Preferred stock, Class D, $ |
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Preferred stock, Class Z, |
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Common stock $ |
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Common stock issuable |
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Additional paid-in capital |
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Accumulated deficit |
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TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) |
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TOTAL LIABILITIES AND EQUITY (DEFICIENCY) |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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| Table of Contents |
AUTHENTIC HOLDINGS INC. | ||||||||
Condensed Consolidated Statement of Operations | ||||||||
For the Three Months Ended March 31, | ||||||||
(Unaudited) | ||||||||
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Revenues |
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Cost of revenues |
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Gross Profit |
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Operating Expenses |
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General and administrative |
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Depreciation and Amortization |
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Professional and Legal Fees |
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Research and Development |
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Total Operating Expenses |
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Income/(Loss) from Operations |
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Other Income/(Expense) |
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Income (loss) on change in fair value of derivative liabilities |
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Gain/(Loss) on settlement of notes |
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Interest expense and financing costs |
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Interest expense - related parties |
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Total Other Income/(Expense) |
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Net Income (Loss) |
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Weighted Average common stock outstanding |
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Earnings (loss) per share |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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AUTHENTIC HOLDINGS INC. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Condensed Consolidated Statements of Stockholders’ Equity (Deficiency) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2024 and 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Additional |
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| Preferred Stock |
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| Preferred Stock |
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| Preferred Stock |
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| Preferred Stock |
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| Common Stock |
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| Stock |
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| Accumulated |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Total |
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Balance December 31, 2023 |
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Reclassification |
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Issuance of shares for conversion of notes |
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Stocks issued for cash |
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Extinquishment of derivative liabilities |
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Net loss |
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Balance March 31, 2024 |
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Balance December 31, 2022 |
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Stock issued for cash |
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Adjustment shares issued |
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Net loss |
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Balance March 31, 2023 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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| Table of Contents |
AUTHENTIC HOLDINGS INC. | ||||||||
Condensed Consolidated Statements of Cash Flows | ||||||||
For the Three Months Ended March 31, | ||||||||
(Unaudited) | ||||||||
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net Income (loss) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Change in fair value of derivative liabilities |
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Gain on conversion of convertible debt |
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Amortization of debt discount |
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Depreciation - Property and equipment |
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Amortization - Intangible assets |
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Changes in operating assets and liabilities: |
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Accounts payable and accrued expenses |
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Accrued interest |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Acquisition of equipment |
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Net cash provided by investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Bank overdraft |
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Advances from related parties |
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Proceeds from common stock and warrants |
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Proceeds from Promissory Notes |
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Proceeds from Secured Promissory Notes |
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Proceeds from convertible notes |
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Repayment of advances from related parties |
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Repayment of Promissory Notes |
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Repayment of convertible notes |
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Net cash provided by financing activities |
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Net (decrease) increase in cash |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents , end of period |
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Supplemental disclosure of cash flow information |
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Cash paid for interest |
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Cash paid for taxes |
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Supplemental disclosure of non-cash financing activities |
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Conversion of convertible debt into common stock |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
| Table of Contents |
AUTHENTIC HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2024
NOTE 1 – DESCRIPTION OF BUSINESS AND GOING CONCERN
Authentic Holdings Inc., formerly Global Fiber Technologies, Inc. ("the Company"), was incorporated in Nevada on September 29, 2003.
Originally formed as a publishing company, the Company ceased its publishing operations in or around 2007. After ceasing the publishing operations, the Company's operations consisted solely of utilizing the expertise of its board Members and outside agents to further the efforts of its advisory services business plan. In 2011, the Company changed its’ name to Premiere Opportunities Group, Inc.
In 2013, the Company became involved in the manufacturing and global distribution of ladies’ apparel, which was discontinued in 2014. In 2014, the Company changed its’ name to Global Fashion Technologies, Inc.
In 2017, the Company changed its’ name to Eco Tek 360, Inc. In 2018, the Company began a venture for the purpose of operating as an intermediary providing an expedited trading platform for buyers and sellers to efficiently consummate fiber transactions. This venture has had no operations to date, nor did it have assets or liabilities.
In 2019, the Company changed its’ name of to Global Fiber Technologies, Inc.
On June 18, 2019, the Company completed its acquisition of assets from A.H. Originals, Inc. ("AHO"), a corporation controlled by the same owner group of Global Fiber Technologies, Inc. The Company created a new subsidiary, Authentic Heroes, Inc. ("AHI"), to hold the purchased assets. AHI has commenced minimal operations to date.
On March 30, 2022, the Company formed a joint venture with Inventel Products LLC and Maestro Entertainment Corp. in order to produce and sell limited addition vinyl records. The joint venture has no operations to date.
On July 26, 2022, the Company filed articles of Merger with the Secretary of State of Nevada to effectuate a merger with its wholly-owned subsidiary, Authentic Holdings, Inc. Shareholder approval was optional under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company’s board of directors authorized a change in our name to “Authentic Holdings, Inc.” The Company’s Articles of Incorporation was amended to reflect this name change.
On April 26, 2023, the Company entered into a Membership Interest Purchase Agreement with Maybacks Global Entertainment LLC, an Arizona limited liability company (“Maybacks”), and the members of Maybacks. As a result of the transaction, Maybacks became a wholly-owned subsidiary of the Company.
On June 20, 2023, the Company closed a License Agreement with Goliath Motion Picture Promotions, where the Company acquired the licensing rights various full-length motion pictures and serial television shows for a period of
The Company has developed a non-fungible token (“NFT”) platform to hold 80 million music NFTs. The Company plans on utilizing this platform across its’ business lines. The Company is also in the process of re-building a more fortified, secure, and user-friendly platform for storing and claiming future NFTs, as well as building a landing platform on top of our current NFT platform which will be an industry first. This platform's purpose is to help NFT investors recapture the losses incurred on certain types of projects. The Company will also start work on a project which will have its roots in the music industry that will include many artists and will be a game driven project with prizes awarded at the end of each contest period which could include free concert tickets, back-stage passes, airfare to and from the concert.
| 7 |
| Table of Contents |
Going Concern
The accompanying financial statements have been prepared following U.S. generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company has an accumulated deficit of $
The Company's ability to continue as a going concern depends on its ability to repay or settle its current indebtedness, generate positive cash flow from an operating company, and raise capital through equity and debt financing or other means on desirable terms. If the Company cannot obtain additional funds when required or if the funds cannot be received on favorable terms, management may be necessary to restructure the Company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company's consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in U.S. dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year-end.
Principles of Consolidation
The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiary, Maybacks Global Entertainment. All significant intercompany accounts and transactions have been eliminated.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.
Advances
Advances are amounts provided to Inventel Products LLC for the production of vinyl records, to be sold through the Company’s joint venture.
Equipment
Property and equipment are stated at cost. Costs of replacements and significant improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets as follows:
Equipment |
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Furniture and Fixtures |
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Forklift |
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| 8 |
| Table of Contents |
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| March 31, |
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| December 31, |
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| 2024 |
|
| 2023 |
| ||
Furniture and Equipment |
| $ |
|
| $ |
| ||
Forklift |
|
|
|
|
|
| ||
Camera |
|
|
|
|
|
| ||
Trident |
|
|
|
|
|
| ||
Total Equipment |
|
|
|
|
|
| ||
Less accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| $ |
|
| $ |
| ||
Depreciation expense amounted to $
The long-lived assets of the Company are reviewed for impairment under ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the three months ended March 31, 2024 and 2023, no impairment losses have been identified.
Intangible Assets
The Company accounts for intangible assets (including trademarks, website and license agreements) under ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including identifying reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include assessing future cash flows and determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to differ from such estimates materially and affect the determination of fair value and goodwill impairment at future reporting dates.
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed, and lives of intangible assets with determinable lives may be adjusted.
We amortize the cost of our intangible assets over the
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The following table sets forth the amortization for the intangible assets on March 31, 2024 and December 31, 2023:
|
| March 31, 2024 |
|
| December 31, 2023 |
| ||
|
|
|
|
|
|
| ||
License agreement |
| $ |
|
| $ |
| ||
Customer list |
|
|
|
|
|
| ||
Patent |
|
|
|
|
|
| ||
Websites |
|
|
|
|
|
| ||
Royalties |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less accumulated amortization |
|
| ( | ) |
|
| ( | ) |
|
| $ |
|
| $ |
| ||
Amortization expenses amounted to $
Revenue Recognition
The Company recognizes revenue from its customer contracts following ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps:
| 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. |
The Company earns revenue from the sale of advertising on our owned Maybacks network. The Company has contracted with an agent, who manages the contracting, billing and placement of ads. We have determined that a contract exists for our advertising sales arrangements once all terms and conditions are agreed upon, typically when the number of advertising units is specifically identified and scheduled by our agent. As the placement of ads is managed by an independent agent, revenue from these arrangements is recognized upon collection and remittance by our agent.
Accounts Receivable
Accounts receivables are recorded following ASC 310,” Receivables.” Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company has no amount recorded as an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of probable credit losses in its existing accounts receivable. Based on management’s estimate and all charges being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
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Income Taxes
Income taxes are accounted for under the asset and liability method stipulated by ASC 740 “Income Taxes.” Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax bases and operating loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized using a valuation allowance. A valuation allowance is applied when in management's view, it is more likely than not that such deferred tax asset will be unable to be utilized.
The Company adopted specific provisions under ASC Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company’s adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes.
The Company’s tax returns are subject to examination by the federal and state tax authorities for the years ended 2017 through 2021. In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of September 30, 2023, and December 31, 2022, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities.
Stock-based Compensation
We account for stock-based awards at fair value on the grant date and recognize compensation over the service period they are expected to vest. Using the Black-Scholes option pricing model, we estimate the fair value of stock options and stock purchase warrants. The estimated value of the portion of a stock-based award that is ultimately expected to vest, considering estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment. To the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised.
For the three months ended March 31, 2024, and 2023, the Company incurred no stock-based compensation.
Debt Issue Costs
The Company may pay debt issue costs in connection with raising funds through the issuance of debt, whether convertible or not, or with other considerations. These costs are recorded as debt discounts and are amortized over the life of the obligation to the statement of operations as amortization of debt discount.
Original Issue Discount
If a debt is issued with an original issue discount, the original issue discount is recorded as a debt discount, reducing the face amount of the note. It is amortized over the life of the debt to the statement of operations as amortization of debt discount. If the underlying debt is converted, a proportionate share of the unamortized amounts is immediately expensed.
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Use of Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock-based awards issued and derivatives embedded in financial instruments. Assessments are used to determine depreciation, the valuation of non- cash issuances of common stock, stock options, and warrants, and valuing convertible notes for beneficial conversion features, among others.
Fair Value
FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following Six categories:
Level 1—Quoted market prices for identical assets or liabilities in active markets or observable inputs.
Level 2—Significant other observable inputs that observable market data can corroborate; and
Level 3—Significant unobservable inputs that observable market data cannot corroborate.
The following table summarizes fair value measurements by level on March 31, 2024 and December 31, 2023, measured at fair value on a recurring basis:
March 31, 2024 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative Liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2023 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The concentration of Credit Risk
The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses, and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate the market. The Company maintains cash balances at financial institutions insured by the FDIC. At March 31, 2024 and December 31, 2023, the Company had no amounts above the FDIC limit.
New Accounting Pronouncements
The Company assesses new accounting standards on an ongoing basis. The Company does not believe any future standards will have a material impact on the Company’s present or future consolidated financial statements.
| 12 |
| Table of Contents |
NOTE 3 – CAPITAL STOCK
Preferred Stock
As of March 31, 2024, and December 31, 2023, the Company had
| · | “Series B Preferred Stock.” Under the terms of the Certificate of Designation for the Series B Preferred Stock, the number of authorized shares totals |
|
|
|
| · | Series C Preferred Stock”. Under the terms of the Certificate of Designation for the Series C Preferred Stock, the shares shall not accrue nor pay dividends except as declared by the board of directors in its sole discretion. The Series C Preferred Stock shall rank pari passu with the Series B Preferred Stock and common stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company. The outstanding shares of Series C Preferred Stock shall automatically convert into shares of our common stock upon the following to occur: |
| · | |
|
|
|
| · | |
|
|
|
| · | |
|
|
|
| · |
| 13 |
| Table of Contents |
|
| In the event that the Company goes through a “Change of Control” event, the foregoing milestone achievements above shall be deemed accomplished and all rights to the shares of Common Stock shall immediately vest prior to the close of such Change of Control event. |
At March 31, 2024 and December 31, 2023, there were
| · | “Series D Preferred Stock”. Under the terms of the Certificate of Designation for the Series D Preferred Stock, the shares shall not accrue nor pay dividends except as declared by the board of directors in its sole discretion. The Series D Preferred Stock shall not have voting rights except as it pertains to altering the rights associated with the Series D Preferred Stock. The Series D Preferred Stock shall have a stated value of $ |
|
|
|
|
| At March 31, 2024 and 2023, there were |
|
|
|
| · | “Series Z Preferred Stock”. Under the terms of the Certificate of Designation for the Series Z Preferred Stock, the shares shall not accrue nor pay dividends except as declared by the board of directors in its sole discretion. The Series Z Preferred Stock shall have the same |
|
|
|
|
| At March 31, 2024 and 2023, there were |
During the three months ended March 31, 2024, the Company issued
During the three months ended March 31, 2023, the Company had no issuance of preferred shares.
| 14 |
| Table of Contents |
Common Stock
As of March 31, 2024, and December 31, 2023, the Company had
During the three months ended March 31, 2024, the Company issued common shares as follows:
| · | Issued |
Stock Options
No stock options were issued during the three months ended March 31, 2024, and 2023. All stock options issued previous to 2021 were either exercised or expired.
NOTE 4 – NOTES PAYABLE
Unsecured Notes Payable
Unsecured notes consist of various notes accruing interest ranging from
|
| March 31, 2024 |
|
| December 31, 2023 |
| ||
Unsecured notes payable |
| $ |
|
| $ |
| ||
Accrued interest |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Convertible Notes Payable
As of March 31, 2024 and December 31, 2023, we had convertible notes outstanding of $
|
| March 31, 2024 |
|
| December 31, 2023 |
| ||
Principal balances |
| $ |
|
| $ |
| ||
Discount |
|
| ( | ) |
|
| ( | ) |
Accrued Interest |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
During the three months ended March 31, 2024, the Company received proceeds of $
At March 31, 2024, convertible notes with face values of $
| 15 |
| Table of Contents |
Secured Promissory Note
The following notes are secured by the assets of the Company:
|
| March 31, 2024 |
|
| December 31, 2023 |
| ||
Secured notes payable |
| $ |
|
| $ |
| ||
Accrued interest |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
At March 31, 2024, a secured promissory note with a face value of $
Self-Liquidating Promissory Notes
Self-liquidating promissory notes consist of various notes accruing interest at 5%. The following summarizes these notes:
|
| March 31, 2024 |
|
| December 31, 2023 |
| ||
Self-liquidating promissory notes |
| $ |
|
| $ |
| ||
Accrued interest |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
During the three months ended March 31,2024, self-liquidating promissory notes of $
At March 31, 2024, the remaining $
NOTE 5 – DERIVATIVE LIABILITIES
The Company analyzed the conversion option for derivative accounting consideration under ASC 815, "Derivatives and Hedging," and determined that the convertible notes should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for convertible notes and warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.
The following table summarizes the derivative liabilities included in the balance sheet at March 31, 2024:
Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2023 |
| $ |
| |
Net Loss (gain) on change in fair value of the derivative |
|
|
| |
Balance – March 31, 2024 |
| $ |
|
NOTE 6 – ACQUISITIONS
Maybacks Global Entertainment LLC
On April 26, 2023, the “Company entered into a Membership Interest Purchase Agreement with Maybacks Global Entertainment LLC, an Arizona limited liability company (“Maybacks”), and the members of Maybacks. As a result of the transaction, Maybacks became a wholly-owned subsidiary of the Company.
In accordance with the terms of the Purchase Agreement, at the closing an aggregate of
The Purchase Agreement includes a funding obligation, which requires the Company to provide capital to fund the monthly expenses of Maybacks.
Maybacks is a 27 station network whose programming is carried by Roku, Direct TV, Local Now and many other platforms giving it an FCC reach of over 450,000,000 worldwide. At acquisition date, Maybacks did not have any tangible assets or liabilities.
Goliath Motion Picture Promotions
On June 20, 2023, the Company closed a License Agreement with Goliath Motion Picture Promotions (“Goliath”).
| 16 |
| Table of Contents |
On the Closing Date, the Company licensed various full-length motion pictures and serial television shows for a period of 10 years. In exchange for the license, the Company issued to the Seller
As a result of the Purchase Agreement and the acquisition of the Assets, the Company plans to “tokenize” all the titles, namely 14,000 plus full-length motion pictures and serial television shows. The Company is currently using the non-tokenized library for content distribution on its own Maybacks TV Network.
Estimated future amortization for the above acquisitions are as follows:
|
| Maybacks |
|
| Goliath |
|
|
|
| |||
|
| Customers |
|
| License |
|
| Total |
| |||
2024 |
| $ |
|
| $ |
|
| $ |
| |||
2025 |
|
|
|
|
|
|
|
|
| |||
2026 |
|
|
|
|
|
|
|
|
| |||
2027 |
|
|
|
|
|
|
|
|
| |||
2028 |
|
|
|
|
|
|
|
|
| |||
2029 |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
Thereafter |
|
|
|
|
|
|
|
|
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
NOTE 7 – RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2024, and 2023 net cash repayments of $
Promissory Notes Payable – related party
On June 18, 2019, the Company issued a promissory note at a principal amount of $
Convertible Notes Payable – related party
In August 2015, the Company issued an unsecured promissory note to an investor in the amount of $
Related Party Loans
From 2016 to current, the Company has received loans from the CEO and a member of the board of directors to support operations. The loans bear interest at
| 17 |
| Table of Contents |
Balances of all loans due to related parties as of March 31, 2024:
|
| Principal |
|
| Accrued Interest |
|
| Total |
| |||
Promissory note - related party |
| $ |
|
| $ |
|
| $ |
| |||
Convertible notes – Related party |
|
|
|
|
|
|
|
|
| |||
Related Party Loans |
|
|
|
|
|
|
|
|
| |||
Total Related Parties Loans |
|
|
|
|
|
|
| $ |
| |||
Accrued Compensation
The Company had $
NOTE 8 – INCOME TAXES
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of March 31, 2024 and December 31, 2023, are as follows:
|
| March 31, |
|
| December 31, |
| ||
|
| 2024 |
|
| 2023 |
| ||
Net operating loss carryforward |
| $ |
|
| $ |
| ||
Effective tax rate |
|
| % |
|
| % | ||
Deferred tax asset |
|
|
|
|
|
| ||
Less: Valuation allowance |
| $ | ( | ) |
| $ | ( | ) |
Net deferred asset |
| $ |
|
| $ |
| ||
| 18 |
| Table of Contents |
As of March 31, 2024, the Company had approximately $
NOTE 9– COMMITMENTS AND CONTINGENCIES
Litigation
The Company is a party to three pending litigation matters. The Company does not believe it has any liability, nor has it accrued any liability as of March 31, 2024 and December 31, 2023 for the following:
One matter is entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc. The plaintiff initiated this litigation to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent. The Company does not operate outside the premises and has never signed any leases or other documents with the plaintiff. A judgment of eviction was entered, but the Company does not operate out of the premises in question and therefore did not appear in the matter to oppose the judgment of eviction. The plaintiff is also seeking unpaid rent in the amount of $
The second matter is entitled Patricia Witthuhn v. Global Fashion Technologies, Inc. The plaintiff initiated this litigation to collect wages allegedly due pursuant to her employment with Avani Holdings LLC. The Company never hired Ms. Witthuhn and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, the Company cannot hire outside counsel for this litigation due to cash flow constraints. The amount being sought by the plaintiff is approximately $
The third matter is entitled William Corso v. Global Fashion Technologies, Inc. The plaintiff initiated this litigation to collect wages allegedly due pursuant to his employment with Avani Holdings LLC. The Company never hired Mr. Corso and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, the Company cannot hire outside counsel for this litigation due to cash flow constraints. The amount being sought by the plaintiff is approximately $
Employment Agreements
Other than as set forth below, we have no formal employment agreements with any of our directors or officers.
At the present time we are not compensating our officers and directors. We have the following employments agreements with our executive officers. At the end of 2020, these executive officers agreed to waive compensation for 2020 and for the foreseeable future.
On December 30, 2016, we entered into an employment agreement with Paul Serbiak, our CEO and Treasurer, wherein Mr. Serbiak will begin to earn a salary upon our company receiving funding from a potential private placement, while also being granted both vested and incentive-based stock options. Specifically,
| 19 |
| Table of Contents |
On February 14, 2017, we entered into an employment agreement with Christopher Giordano, our President, wherein Mr. Giordano will begin to earn a salary upon our company receiving funding from a potential private placement, while also being granted both vested and incentive-based stock options. Specifically, his salary shall not be earned or payable until such time that the Company raises at least $2,000,000 in a private placement.
NOTE 10– NET LOSS PER SHARE
Potentially dilutive securities are excluded from the calculation of net loss per share when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented.
Potentially dilutive securities were comprised of the following:
|
| March 31 |
|
| December 31, |
| ||
|
| 2024 |
|
| 2023 |
| ||
Warrants |
|
|
|
|
|
| ||
Options |
|
|
|
|
|
| ||
Convertible notes payable, including accrued interest |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
NOTE 11 – SUBSEQUENT EVENTS
Subsequent to March 31, 2024, the Company issued
Subsequent to March 31, 2024, the Company issued
Subsequent to March 31, 2024, the Company received proceeds of $
Subsequent to March 31, 2024, the Company received proceeds of $
Subsequent to March 31, 2024, the Company received proceeds of $
Subsequent to March 31, 2024, the Company repaid advances to related parties of $
| 20 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.
Other factors, which could have a material adverse effect on our operations and future prospects on a consolidated basis, include but are not limited to our ability to implement and achieve success with our business plan, changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC, including the risks and uncertainties identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K.
Overview
Authentic Holdings Inc. (formerly Global Fiber Technologies, Inc.) was incorporated in Nevada on March 25, 2005, as “Premier Publishing Group, Inc.” Originally formed as a publishing company, we ceased our publishing operations in or around 2007.
On June 18, 2019, we completed the acquisition of assets from AH Originals, Inc. (“AHO”), a corporation controlled by the same owner group of our company for the consideration of 6,400,000 shares of our common stock to be issued and the issuance of a promissory note of $447,150 that bears 3% interest per annum and has a one-year term with eight options to extend the maturity date for six-month periods. In addition, we issued to AHO 200,000 common shares of Authentic Heroes, Inc. (“AHI”), a subsidiary created by us to hold the purchased assets.
The Authentic Heroes, Inc. subsidiary has patented technology that takes the original event worn apparel from an iconic individual and creates “Fan-wear” collectibles containing fibers from that original. All of the Fan-Wear items have an embedded QR Code that registers the items on our Blockchain for their provenance and immutability.
The Authentic Heroes subsidiary is also in the business of creating vinyl records for distribution into retail department stores and online sales and has pressed 100,000 vinyls to date under the heading of “Old is Gold” Christmas.
The Authentic Heroes subsidiary also has completed an NFT Platform on the Etherium Blockchain capable of housing millions of NFTs. The NFT platform has minted 500,000 NFTs as part of free music NFT given away with its “Old is Gold” Christmas album.
On April 26, 2023, we entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Maybacks Global Entertainment LLC, an Arizona limited liability company (“Maybacks”), and the members of Maybacks. As a result of the transaction, Maybacks became our wholly-owned subsidiary.
Maybacks is looking to capitalize on the “cutting the cord” phenomenon and take advantage of its low operating costs and ability to offer free TV and channel access for established organizations at a fraction of what cable and satellite dish companies charge.
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| Table of Contents |
Maybacks is an Over the Air and platform driven television network with 25 channels of various programs that include movies, sports, talk shows and live events. Many of those programs being proprietary content. Maybacks generates revenue through the placement of insert advertisements, revenue share programs, channel access fees and barter.
Maybacks doubled its channel count in the last 12 months from 14 to over 28 channels under the brand iDreamCTV. Maybacks has increased its footprint from 1.5 million households to over 41 million households since being acquired in April of 2023. Maybacks serves over 40 markets with its own proprietary programming. Within the 40 cities Maybacks serve are major markets such as NYC, Los Angeles, San Diego, Miami, Houston and Phoenix to name a few.
Maybacks completed the development of a multi-platform phone application “app” in May of 2024. The app allows the user access to all 28 Maybacks “streaming channels” as opposed to just the limited channels broadcasted at the local level at scheduled times via OTA or “Over the Air”. The app is available on ROKU, iOS and Android platforms and launched in June of 2024 with 25,000 initial downloads.
There are many Over the Air and platform driven television networks with greater financial resources and experience in running, such as Sling TV, which is owned by DISH Network as well as many other independent networks. We plan to compete with many firms, including corporations with large divisions, many of these companies have greater financial, technical or marketing resources, longer operating histories, greater brand recognition or larger customer bases than we do and are able to respond more effectively to changing business and economic conditions than we can.
There are no assurances that we will be able to compete against these larger rivals and gain market share. We have realized revenues for the year ended December 31, 2023 and for the quarter ended March 31, 2024, and we are hopeful more advertising agreements are signed and more ad pressions sold to generate future revenue for our company. While these are signs that progress in our company has been made, we are not profitable and still face several challenges, including those presented as ‘Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.
On June 20, 2023, the Company closed an Asset Purchase Agreement (the “Asset Agreement”) with Goliath Motion Picture Promotions owned by Priscella Cooper (the “Seller”). On the Closing Date, pursuant to the Asset Agreement, the Company acquired various full-length motion pictures and serial television shows (the “Assets”).
Since execution, however, the fulfillment of the Asset Agreement has not been possible because the Assets could not be entirely conveyed to the Company as intended by the parties. Therefore, on May 10, 2024, the parties entered into an Amended Asset Purchase Agreement, to be effective as of December 31, 2023, to convert the purchase of Assets to a license to use those Assets for a period of 10 years.
As a result of the license of the Assets, the Company plans to “tokenize” all the titles, namely 14,000 plus full-length motion pictures and serial television shows. The Company is currently using the non-tokenized library for content distribution on its own TV Network known as Maybacks. It is the Company’s intention to start the tokenization process within thirty (30) days of this filing and have the “Alpha” version completed within 90 days from its start date. Once the first 1000 movies are tokenized it is the Company’s intention to market those movies on its own Video on Demand and Linear Television platforms. In addition, the Company plans to aggressively market its tokenized platform to other TV networks as well as major film production and distribution companies.
The Company intends to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements, until the Company generates positive cash flow from operations. However, the Company’s financial statements show an accumulated deficit of $39,078,000 as of March 31, 2024, with a net working capital deficit of $5,713,816 and limited cash resources. These factors raise doubts about the Company’s ability to continue as a going concern within the next year.
The Company's ability to continue as a going concern depends on its ability to repay or settle its current indebtedness, generate positive cash flow, and raise capital through equity and debt financing or other means on favorable terms. If the Company cannot obtain additional funds when required or on favorable terms, management may be necessary to restructure the Company or cease operations.
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Our address is 50 Division Street Suite 500, Somerset NJ 08873. Our corporate website is http://globalfibertechnologies.com/.
The Company has never declared bankruptcy or been in receivership. The Company has earned minimal revenues and has limited cash on hand. The Company has sustained losses since inception and has primarily relied upon the sale of its securities and loans from related parties and outside parties for funding.
Results of Operations for the Three Months Ended March 31, 2024 and 2023.
Revenue
We earned revenue of $40,240 for the three months ended March 31, 2024, as compared with no revenue for the three months ended March 31, 2023. We expect that revenue will increase in future quarters as Maybacks continues to enter into agreements to expand the markets for its movie and TV programming and agreements for advertising spots.
We also expect that revenue will increase in future quarters as we are currently re-building a more fortified, secure, and user-friendly platform for storing and claiming our future NFTs. We have completed the building of a landing platform on top of our current NFT platform. This platform’s purpose is to help NFT investors recapture the losses incurred on certain types of projects known as “Rug Pulls”. We expect it should create substantial opportunities for us and give us credibility in the Blockchain and NFT community.
Operating Expenses
Operating expenses increased from $114,766 for the three months ended March 31, 2023, to $245,358 for the three months ended March 31, 2024. Overall, this increase resulted primarily from the amortization of license agreements we entered with Goliath, and to a lesser extent from our efforts to acquire Maybacks and the assets of Goliath, and to build out our organization to establish a strong base for current and future growth. The detail of expenditures by major category is reflected in the table below.
|
| Three Months Ended March 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
General and Administrative |
| $ | 58,904 |
|
| $ | 55,300 |
|
Depreciation and Amortization |
|
| 136,143 |
|
|
| 11,503 |
|
Professional and Legal Fees |
|
| 49,294 |
|
|
| 14,113 |
|
Research and Development |
|
| 1,017 |
|
|
| 33,850 |
|
Total Operating Expense |
| $ | 245,358 |
|
| $ | 114,766 |
|
Operating expenses increased by 114% in the amount of $130,592 for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Listed below are the major changes to operating expenses:
General and administrative expenses increased by $3,604 for the three months ended March 31, 2024, compared to the three months ended March 31, 2023.
Depreciation and amortization increased by $124,640 for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to the amortization of the license agreements of Maybacks and Goliath, which were acquired in 2023.
Professional and legal fees increased by $35,181 for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to $29,145 in accounting and audit fees in 2024.
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Research and development decreased by $32,833, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to the development of the blockchain and NFT platform service product lines during the first quarter of 2023.
Other Income (Expenses)
Other expenses were $835,914 for the three months ended March 31, 2024, compared to $1,094,495 for the three months ended March 31, 2023, primarily as a result of the decrease in the loss in the valuation of derivative liabilities that amounted to $266,880.
Net Loss
We recorded a net loss of $1,071,951 for the three months ended March 31, 2024, compared to a net loss of $1,209,261 for the three months ended March 31, 2023.
Liquidity and Capital Resources
Since our inception, we have financed our operations through private placements, convertible notes, and unsecured debt, and we have recently issued debt in our company secured by all of our assets. Our current liabilities on our Condensed Consolidated Balance Sheets above contains, at March 31, 2024, certain of this debt that is in default, including, convertible notes with face values of $951,163, secured promissory notes of $18,000, related party promissory notes of $447,150 and self-liquidating promissory notes. The company is currently in negotiations with these lenders to extend the loans or to seek a partial or total settlement for value, but no assurances can be made that we will be able to repay the debt. At March 31, 2024, we have no cash, a substantial working capital deficit, our revenues have only commenced as of this quarter and future losses are anticipated. Additionally, we expect to experience higher interest payments in the future as a result of our outstanding liabilities. If we are unable to generate sufficient revenues and/or additional financing to service this debt, there is a risk the lenders will call the notes and we will be unable to repay the loans. If this happens, we could go out of business.
Based upon the current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired and we could go out of business. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.
The following is a summary of the cash and cash equivalents as of March 31, 2024 and December 31, 2023.
|
| March 31, 2024 |
|
| December 31, 2023 |
|
| $ Change |
|
| % Change | ||||
Cash and cash equivalents |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| - | % |
Summary of Cash Flows
Below is a summary of the Company’s cash flows for the three months ended March 31, 2024 and 2023.
|
| For the Three Months Ended March 31 |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Net cash provided (used) in operating activities |
| $ | (67,847 | ) |
| $ | (125,670 | ) |
Net cash provided by (used in) investing activities |
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
| 67,847 |
|
|
| 126,204 |
|
Net increase (decrease) in cash and cash equivalents |
| $ | - |
|
| $ | 534 |
|
Operating activities
Net cash used in operating activities was $67,847 during the three months ended March 31, 2024 and consisted of the net loss of $1,184,739 offset by the non-cash items for the three months ended March 31, 2024, of $779,967 change in change in fair value of derivative liabilities, losses on the conversion of note payable of $85,090, the amortization of debt discount of $21,297, and a $136,143 in depreciation and amortization expenses. The significant change in operating assets and liabilities were increases in accounts payable and accrued expenses of $33,325 and increases in accrued interest of $59,070.
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Investing Activities
The Company did not use any funds for investing activities during the three months ended March 31, 2024 and 2023.
Financing activities
Net cash provided in financing activities for the three months ended March 31, 2024, and 2023 was $67,847 and $126,204, respectively, consisting of the following:
Three months ended March 31, |
| 2024 |
|
| 2023 |
| ||
Advances from related parties |
| $ | - |
|
| $ | 48,230 |
|
Proceeds from Unsecured loans |
|
| 83,980 |
|
|
| 12,500 |
|
Proceeds from issuance of common stock and warrants |
|
| - |
|
|
| 35,000 |
|
Proceeds from convertible notes |
|
| 25,000 |
|
|
| 30,474 |
|
Bank overdraft |
|
| (1,808 | ) |
|
| - |
|
Proceeds from Secured Promissory Notes |
|
| 43,000 |
|
|
| - |
|
Repayment of advances from related parties |
|
| (41,325 | ) |
|
| - |
|
Repayment of Promissory Notes |
|
| (25,000 | ) |
|
| - |
|
Repayment of convertible notes |
|
| (16,000 | ) |
|
| - |
|
Net cash provided by financing activities |
| $ | 67,847 |
|
| $ | 126,204 |
|
Going Concern
The financial statements have been prepared assuming we will continue as a going concern. We have incurred losses since inception, resulting in an accumulated deficit of $39,110,719 and a working capital deficit of $5,794,657 as of March 31, 2024, and future losses are anticipated. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
The ability of our company to continue our operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage company and have only recently generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and competition from larger organizations. We will require equity and/or debt financing to provide for the capital required to implement our plans. We will require additional funds to operate for the next year.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to stockholders.
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Critical Accounting Policies
We prepare our consolidated financial statements in conformity with GAAP, which requires management to make specific estimates and assumptions and apply judgments. We base our estimates and decisions on historical experience, current trends, and other factors that management believes are important when preparing financial statements. The actual results could differ from our estimates, and such differences could be material. Due to the need to estimate the effect of inherently uncertain matters, materially different amounts could be reported under other conditions or using different assumptions. We regularly review our critical accounting policies and how they are applied in preparing our financial statements. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as this Annual Report includes disclosures regarding the Company’s critical accounting policies and estimates.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include common stock valuation and options issued as stock-based compensation.
Revenue Recognition
The Company recognizes revenue from its customer contracts following ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps:
| 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. |
Leases
Effective October 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing critical information about leasing arrangements. The Company adopted the new lease standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated.
There were no long-term operating lease contracts for the three months ended March 31, 2024 and 2023 that require access to (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs.
Stock-based Compensation
We account for stock-based awards at fair value on the grant date and recognize compensation over the service period they are expected to vest. Using the Black-Scholes option pricing model, we estimate the fair value of stock options and stock purchase warrants. The estimated value of the portion of a stock-based award that is ultimately expected to vest, considering estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment. To the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. For the three months ended March 31, 2024, and 2023, the Company incurred $0 and $0 for stock-based compensation, respectively.
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Fair Value
FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
Level 1—Quoted market prices for identical assets or liabilities in active markets or observable inputs;
Level 2—Significant other observable inputs that observable market data can corroborate; and
Level 3—Significant unobservable inputs that observable market data cannot corroborate.
The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging.” It determined that the convertible notes should be classified as a liability since the conversion option becomes effective at issuance, resulting in no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for convertible notes and warrants as derivative liabilities due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are not required to provide the information required by this Item because we are a smaller reporting company.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.
| 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 March 31, 2024. 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. |
To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. We have not remedied the material weaknesses as of March 31, 2024. The Company plans to take remedial action to address these weaknesses during the fiscal year ended 2024.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except the implementation of the controls identified above.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of the filing of this Annual Report, our company is party to three pending litigation matters.
One matter is entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent. the company does not operate out of the premises in question and has never signed any leases or other documents with the plaintiff. A judgment of eviction was entered, but the company does not operate out of the premises in question and therefore did not appear in the matter to oppose the judgment of eviction. The plaintiff is also seeking unpaid rent in the amount of $26,595.
The second matter is entitled Patricia Witthuhn v. Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to her employment with Avani Holdings LLC. The Company never hired Ms. Witthuhn and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $15,000.
The third matter is entitled William Corso v. Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to his employment with Avani Holdings LLC. The Company never hired Mr. Corso and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $40,000.
Item 1A. Risk Factors
Our business faces many risks, a number of which are described in the section captioned “Risk Factors” in our Annual Report for the year ended December 31, 2023, filed with the SEC on June 12, 2024. The risks described in our Annual Report and below may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our Annual Report or described below occur, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our Annual Report and below, and the information contained in the section captioned “Forward-Looking Statements” and elsewhere in this Quarterly Report before deciding whether to invest in our securities.
Our ability to generate significant amount of cash needed to service our debt obligations and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors, many of which may be beyond our control.
Our ability to make scheduled payments on, or to refinance our obligations under, our debt, will depend on our financial and operating performance, which, in turn, will be subject to prevailing economic and competitive conditions and to the financial and business factors, many of which may be beyond our control. We cannot guarantee that our business will generate sufficient cash flow from operations, that currently anticipated business opportunities will be realized on schedule or at all, or that future borrowings will be available to us in amounts sufficient to enable us to service our indebtedness and any amounts borrowed under future credit facilities, or to fund our other liquidity needs.
We will use cash to pay the principal and interest on our debt. These payments limit funds otherwise available for working capital, capital expenditures, acquisitions, collaborations and other purposes. As a result of these obligations, our current liabilities exceed our current assets. We may need to take on additional debt as we expand our presence in the industries in which we conduct business, which could increase our ratio of debt to equity. The need to service our debt may limit funds available for other purposes and our inability to service debt in the future could lead to acceleration of our debt and foreclosure on assets.
We cannot guarantee that we will be able to refinance any of our indebtedness, negotiate a settlement using our equity securities, or obtain additional financing, particularly because of our anticipated high levels of indebtedness and the indebtedness incurrence restrictions imposed by the agreements governing our indebtedness, as well as prevailing market conditions. We may face substantial liquidity problems and might be required to dispose of material assets or operations to meet our indebtedness service and other obligations.
The lending documents restrict, and any agreements governing future indebtedness may restrict, our ability to dispose of assets and use the proceeds from any such dispositions. We cannot guarantee we will be able to consummate any asset sales, or if we do, what the timing of the sales will be or whether the proceeds that we realize will be adequate to meet indebtedness service obligations when due.
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| Table of Contents |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Common Stock
During the three months ended March 31, 2024, the Company issued common shares as follows:
The Company issued 129,516,484 shares of common shares for the conversion of convertible debt and accrued interest of $32,874.
During the three months ended March 31, 2023, the Company issued 155,186,503 shares of common stock.
Stock Options
No stock options were issued during the three months ended March 31, 2024, and 2023. All stock options issued previous to 2021 were either exercised or expired.
Preferred Stock
During the three months ended March 31, 2024, the Company issued preferred shares as follows:
The Company issued 3,200 shares of Series Z preferred stock for proceeds of $79,980.
These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock in instances where a restrictive legend was required.
Item 3. Defaults Upon Senior Securities
Our current liabilities on our Condensed Consolidated Balance Sheets above contains, at March 31, 2024, certain debt that is in default, including, convertible notes with face values of $951,163, secured promissory notes of $18,000, related party promissory notes of $447,150 and self-liquidating promissory notes.
At March 31, 2024, we had insufficient cash on hand to repay these notes. None of these notes have been paid, and management has indicated that no demand for payment for any of these notes has been received by us as of the date of this report. If we are unable to generate sufficient revenues and/or additional financing to service this debt, there is a risk the lenders will call the notes, secure our assets, as to those applicable secured notes, and demand payment. If this happens, we could go out of business.
Item 4. Mine Safety Disclosures
N/A
Item 5. Other Information
None.
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| Table of Contents |
Item 6. Exhibits
Exhibit Number |
| Description of Exhibit |
| ||
| ||
| ||
| ||
101** |
| The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 formatted in Extensible Business Reporting Language (XBRL). |
** Provided herewith
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| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
|
| Authentic Holdings Inc. formerly Global Fiber Technologies, Inc. |
|
|
| (Registrant) |
|
|
|
|
|
Dated: July 30, 2024 |
| /s/ Christopher Giordano |
|
|
| Christopher Giordano |
|
|
| President, and Director |
|
|
| (Principal Executive Officer) |
|
|
|
|
|
Dated: July 30, 2024 |
| /s/ Paul Serbiak |
|
|
| Paul Serbiak |
|
|
| CEO, Treasurer, Director and Secretary |
|
|
| (Principal Financial Officer and Principal Accounting Officer) |
|
| 32 |