Authentic Holdings, Inc 10-Q for FY2024 Q1

Authentic Holdings, Inc. (AHRO)

10-Q 2024-08-01 For: 2024-03-31

Added on April 06, 2026

About this 10-Q

Authentic Holdings, Inc filed this 10-Q on August 1, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).

Headline figures

Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $40.24K; compared with $0 a year earlier
Net loss: $1.07M; compared with a net loss of $1.21M a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

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

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31

Signatures		32

AUTHENTIC HOLDINGS INC.
Condensed Consolidated Balance Sheets
(Unaudited)
	March 31,			December 31,
	2024			2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	-		$	-
Advances		625,000			625,000
TOTAL CURRENT ASSETS		625,000			625,000

Property and equipment, net of depreciation		10,938			21,721
Intangible assets		4,645,962			4,771,322

TOTAL ASSETS	$	5,281,900		$	5,418,043

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Bank overdraft	$	6		$	1,814
Accounts payable and accrued liabilities		358,920			316,873
Accrued compensation		501,250			501,250
Unsecured notes and accrued interest payable		161,197			159,950
Convertible notes and accrued interest - net of debt discount		1,367,391			1,320,858
Convertible notes and accrued interest - related party		87,693			87,068
Secured Promissory Notes and Accrued Interest		88,533			41,022
Promissory Notes and Accrued Interest		4,000			25,000
Promissory note and accrued interest - related party		512,313			508,959
Derivative liabilities		2,413,019			1,633,052
Advances from related parties		519,454			560,779
Related party loans and accrued interest		276,298			274,456
Self Liquidating Promissory Notes		129,583			192,500
TOTAL CURRENT LIABILITIES	$	6,419,657		$	5,623,581

TOTAL LIABILITIES

STOCKHOLDER'S EQUITY (DEFICIENCY)
Preferred stock, Class B, $0.001 par value, 400,000 shares authorized, 400,000 shares issued and outstanding at March 31, 2024 and December 31, 2023		400			200
Preferred stock, Class C, $0.001 par value, 100,000 shares authorized, 100,000 shares issued and outstanding at March 31, 2024 and December 31, 2023		100			100
Preferred stock, Class D, $0.001 par value, 100,000 shares authorized, 100,000 shares issued and outstanding at March 31, 2024 and December 31, 2023		100			100
Preferred stock, Class Z, 3,200 and 0 shares issued and outstanding at March 31, 2024 and December 31, 2023		3			-
Common stock $0.001 par value, 3,500,000,000 shares authorized, 2,153,936,721 and 2,024,420,237 shares issued and outstanding at March 31, 2024 and December 31, 2023		2,153,936			2,024,420
Common stock issuable		16,500			16,500
Additional paid-in capital		35,801,923			35,791,910
Accumulated deficit		(39,110,719	)		(38,038,768	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)		(1,137,757	)		(205,538	)

TOTAL LIABILITIES AND EQUITY (DEFICIENCY)	$	5,281,900		$	5,418,043

AUTHENTIC HOLDINGS INC.
Condensed Consolidated Statement of Operations
For the Three Months Ended March 31,
(Unaudited)
	2024			2023

Revenues	$	40,240		$	-
Cost of revenues		(30,919	)		-
Gross Profit		9,321			-

Operating Expenses
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 Expenses		245,358			114,766

Income/(Loss) from Operations		(236,037	)		(114,766	)

Other Income/(Expense)
Income (loss) on change in fair value of derivative liabilities		(779,967	)		(1,046,847	)
Gain/(Loss) on settlement of notes		27,823			-
Interest expense and financing costs		(77,949	)		(37,589	)
Interest expense - related parties		(5,821	)		(10,059	)
Total Other Income/(Expense)		(835,914	)		(1,094,495	)

Net Income (Loss)	$	(1,071,951	)	$	(1,209,261	)

Weighted Average common stock outstanding		2,041,785,065			1,557,397,662

Earnings (loss) per share	$	(0.001	)	$	(0.001	)

AUTHENTIC HOLDINGS INC.
Condensed Consolidated Statements of Stockholders’ Equity (Deficiency)
For the Three Months Ended March 31, 2024 and 2023
(Unaudited)

	Series B				Series C				Series D				Series Z								Common		Additional
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock				Common Stock				Stock		Paid in			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Issuable		Capital			Deficit			Total
Balance December 31, 2023		200,000	$	200		100,000	$	100		100,000	$	100.00		-	$	-		2,024,420,237	$	2,024,420	$	16,500		35,791,910		$	(38,038,768	)	$	(205,538	)
Reclassification		200,000		200		-		-		-		-		-		-		-		-		-		(200	)		-			-
Issuance of shares for conversion of notes		-		-		-		-		-		-		-		-		129,516,484		129,516		-		(45,703	)		-			83,813
Stocks issued for cash		-		-		-		-		-		-		3,200		3		-		-		-		79,977			-			79,980
Extinquishment of derivative liabilities		-		-		-		-		-		-		-		-		-		-		-		24,061			-			24,061
Net loss		-		-		-		-		-		-		-		-		-		-		-					(1,071,951	)		(1,071,951	)
Balance March 31, 2024		400,000	$	400		100,000	$	100		100,000	$	100		3,200	$	80,000		2,153,936,721	$	2,153,936	$	16,500	$	35,801,923		$	(39,110,719	)	$	(1,137,757	)

Balance December 31, 2022		200,000	$	200		-		-		-		-		-		-		1,557,397,662	$	1,557,397	$	-	$	30,305,914		$	(36,380,313	)	$	(4,516,802	)
Stock issued for cash		-		-		-		-		-		-		-		-		15,555,556		15,556		-		19,444						35,000
Adjustment shares issued		-		-		-		-		-		-		-		-		139,630,947		-		-		-						-
Net loss		-		-		-		-		-		-		-		-						-					(1,209,261	)		(1,209,261	)
Balance March 31, 2023		200,000	$	200		-	$	-		-	$	-		-	$	-		1,712,584,165	$	1,572,953	$	-	$	30,325,358		$	(37,589,574	)	$	(5,691,063	)

Equipment		5 Years
Furniture and Fixtures		7 Years
Forklift		3 Years

	March 31, 2024			December 31, 2023

License agreement	$	5,000,000		$	5,000,000
Customer list		7,000			7,000
Patent		12,406			12,406
Websites		10,690			10,690
Royalties		125,000			125,000
		5,155,096			5,155,096
Less accumulated amortization		(571,490	)		(383,774	)
	$	4,645,962		$	4,771,322

	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.

March 31, 2024	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	2,413,019	$	2,413,019

December 31, 2023	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	1,633,052	$	1,633,052

	·	“Series B Preferred Stock.” Under the terms of the Certificate of Designation for the Series B Preferred Stock, the number of authorized shares totals 1,000,000, and the par value is $0.001 per share. The holders of Series B Preferred Stock vote together with the common stock as a single class. The holders of Series B Preferred Stock are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock. The holders of Series B Preferred Stock shares shall be entitled to 10,000 votes per share. The Series B Preferred Stock will have the rights to liquidation as all classes of the Company's Common Stock. The holders of Series B Preferred Stock are entitled to receive non-cumulative dividends at 8% per annum, accrued daily. The Corporation shall redeem the Series B Preferred Stock for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control. In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, the holders of the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock and Series C Preferred Stock, but junior to a distribution to the holders of Series D Preferred Stock, the amount of $0.035 per share plus any accrued but unpaid dividends. At March 31, 2024 and December 31, 2023, there were 400,000 and 400,000 shares of Series B Preferred Stock issued and outstanding, respectively.

	·	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:

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

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

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

	·	After the achievement by Maybacks of reaching the first $250,000 in “net ad revenue” (post ad agency payout), for each successive nine (9) times that Maybacks achieves $250,000 in “net ad revenue” (post ad agency payout), 2.5% of the shares of Series C Preferred Stock held by any Holder of record of Series C Preferred Stock shall be automatically converted into Common Stock at a ratio of one hundred shares of Common Stock for each share of Series C Preferred Stock.

	·	“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 $50 per share (the “Stated Value”) and each share shall be entitled to a preference over the common stock, the Series B Preferred Stock, and the Series C Preferred Stock of the Stated Value upon the liquidation, dissolution and winding up of the Company. Each share of Series D Preferred Stock shall be convertible, at any time after three years of issuance or immediately in the event of a change in control at the option of the Holder thereof, into that number of shares of common stock (subject to a beneficial ownership limitation of up to 9.99%) determined by dividing the Stated Value by the Conversion Price, which is closing price of the common stock of the Company on the OTC, on the day immediately prior to the conversion. The Company has the right to redeem the Series D Preferred Stock after five years by making a payment of cash equal to 106% of the sum of an amount equal to the total number of Series D Preferred Stock held by the Holder multiplied by the Stated Value. In the event of a change in control, the company shall redeem the outstanding shares of Series D Preferred Stock by making a payment in cash using the same formula.

		At March 31, 2024 and 2023, there were 100,000 and 100,000 shares of Series D Preferred Stock issued and outstanding, respectively.

	·	“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 voting rights as the Common Stock, but on a one hundred-to-one basis (100:1). In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of the Series Z Preferred then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its shareholders, before any payment or declaration and setting apart for payment of any amount shall be made in respect of any outstanding capital stock of the Company, an amount equal to $25.00 per share, plus the Redemption provision then all the assets of the Company available to be distributed shall be distributed ratably to the holders of the Series Z Preferred and then to the holders of other outstanding shares of capital stock of the Company. If upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the assets to be distributed to the holders of the Series Z Preferred shall be insufficient to permit the payment to the holders thereof the full preferential amount as provided herein, then such available assets shall be distributed ratably to the holders of the Series Z Preferred. Each share of Series Z Preferred shall be convertible at a fifty (50%) discount to the closing stock price of Authentic Holdings Inc., on the day the Holder gives notice to the Company at the option of the holder(s), on the Conversion Basis in effect at the time of conversion. Such right to convert shall commence as of the Issue Date and shall continue thereafter for a period of one (1) year, such period ending on the tenth anniversary of the Issue Date

		At March 31, 2024 and 2023, there were 3,200 and 0 shares of Series Z Preferred Stock issued and outstanding, respectively.

	March 31, 2024		December 31, 2023
Unsecured notes payable	$	99,700	$	99,700
Accrued interest		61,497		60,250
	$	161,197	$	159,950

	March 31, 2024			December 31, 2023
Principal balances	$	1,041,413		$	1,061,793
Discount		(15,625	)		(36,921	)
Accrued Interest		341,603			295,986
	$	1,367,391		$	1,320,858

	March 31, 2024		December 31, 2023
Secured notes payable	$	83,000	$	40,000
Accrued interest		5,533		1,022
	$	88,533	$	41,022

	March 31, 2024		December 31, 2023
Self-liquidating promissory notes	$	100,000	$	150,000
Accrued interest		29,583		42,500
	$	129,583	$	192,500

Balance - December 31, 2023	$	1,633,052
Net Loss (gain) on change in fair value of the derivative		779,967
Balance – March 31, 2024	$	2,413,019

	Maybacks		Goliath
	Customers		License		Total
2024	$	525	$	375,000	$	375,525
2025		700		500,000		500,700
2026		700		500,000		500,700
2027		700		500,000		500,700
2028		700		500,000		500,700
2029		700		500,000		500,700
		4,025		2,875,000		2,879,025
Thereafter		2,450		1,750,000		1,752,450
	$	6,475	$	4,625,000	$	4,631,475

	Principal		Accrued Interest		Total
Promissory note - related party	$	447,150	$	65,163	$	512,313
Convertible notes – Related party		50,000		37,693		87,693
Related Party Loans		208,150		68,148		276,298
Total Related Parties Loans		705,300		171,124	$	876,324

	March 31		December 31,
	2024		2023
Warrants		11,000,000		11,000,000
Options		2,700,000		2,700,000
Convertible notes payable, including accrued interest		2,419,329,215		2,419,329,215
		2,433,029,215		2,433,029,215

	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

	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

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

	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.

Exhibit Number		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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).

		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)

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

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

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

(1)	the Quarterly report on Form 10-Q of Authentic Holdings, Inc. for the period ended March 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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