Authentic Holdings, Inc 10-Q, filed Nov 15, 2021
Authentic Holdings, Inc. (AHRO)
About this 10-Q
Authentic Holdings, Inc filed this 10-Q on November 15, 2021, covering the quarter ended September 30, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended SEPTEMBER 30, 2021
or
| ☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission File Number 000-52047
| GLOBAL FIBER TECHNOLOGIES, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 11-3746201 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
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| 50 Division Street Suite 501 Somerville, New Jersey |
| 08876 |
| (Address of principal executive offices) |
| (Zip Code) |
| (732) 695-4389 |
| (Registrant’s telephone number, including area code) |
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | None | 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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ NO
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). ☒ Yes ☐ NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions 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 | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
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 ☒ NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
1,254,239,584 shares of common stock issued and outstanding as of October 31, 2021
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| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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PART I - FINANCIAL INFORMATION
Global Fiber Technologies, Inc.
Condensed Consolidated Balance Sheets
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| September 30, 2021 |
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| December 31, 2020 |
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| (Unaudited) |
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| ASSETS |
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| Current Assets |
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| Cash and cash equivalents |
| $ | - |
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| $ | 8,548 |
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| Prepaid interest and deposits |
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| - |
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| - |
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| Inventories |
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| 60,815 |
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| 60,815 |
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| Total Current Assets |
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| 60,815 |
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| 69,363 |
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| Operating lease right-of-use assets |
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| - |
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| - |
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| Property and equipment, net |
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| 124,902 |
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| 163,093 |
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| Intangible assets |
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| 78,465 |
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| 129,462 |
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| TOTAL ASSETS |
| $ | 264,182 |
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| $ | 361,918 |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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| Current Liabilities |
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| Accounts payable and accrued liabilities |
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| 272,492 |
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| 299,732 |
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| Accrued compensation |
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| 501,250 |
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| 501,250 |
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| Unsecured notes and accrued interest payable |
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| 243,402 |
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| 232,808 |
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| Convertible notes and accrued interest - net of debt discount of $0 and $52,720, respectively |
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| 487,313 |
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| 349,222 |
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| Convertible notes and accrued interest - related party |
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| 75,568 |
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| 71,534 |
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| Promissory note and accrued interest - related party |
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| 369,227 |
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| 362,440 |
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| Derivative liabilities |
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| 1,667,699 |
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| 620,149 |
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| Advances from related parties |
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| 262,773 |
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| 114,655 |
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| Related party loans and accrued interest |
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| 257,529 |
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| 253,927 |
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| Self-Liquidating Promissory Notes |
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| 153,750 |
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| 150,000 |
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| Subscription payable |
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| 100,000 |
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| 100,000 |
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| Operating lease liabilities |
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| - |
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| - |
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| Current liabilities from discontinued operations |
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| 84,281 |
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| 84,281 |
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| Total Current Liabilities |
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| 4,475,284 |
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| 3,139,998 |
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| Stockholders’ Deficit |
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| Preferred stock, Class B, $0.001 par value, 1,000,000 shares authorized, 200,000 shares issued and outstanding |
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| 200 |
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| 200 |
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| Common stock $0.001 par value, 2,500,000,000 shares authorized, 1,254,239,584 and 1,253,239 shares issued and outstanding, 147,619,000 and 6,688,666 issuable as of September 30, 2021 and December 31, 2020, respectively |
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| 1,254,239 |
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| 1,253,239 |
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| Additional paid-in capital |
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| 29,798,774 |
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| 29,789,774 |
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| Accumulated deficit |
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| (35,264,315 | ) |
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| (33,821,293 | ) |
| Stockholders' deficit |
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| (4,211,102 | ) |
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| (2,778,080 | ) |
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| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ | 264,182 |
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| $ | 361,918 |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 3 |
| Table of Contents |
Global Fiber Technologies, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
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| Three Months ended September 30 |
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| Nine Months ended September 30 |
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| 2021 |
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| 2020 |
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| 2021 |
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| 2020 |
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| REVENUE |
| $ | - |
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| $ | 380 |
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| $ | 193 |
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| $ | 6,407 |
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| COST OF REVENUES |
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| 750 |
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| 2,874 |
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| 2,999 |
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| 6,734 |
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| GROSS PROFIT (LOSS) |
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| (750 | ) |
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| (2,494 | ) |
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| (2,806 | ) |
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| (327 | ) |
| OPERATING EXPENSES |
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| General and administrative |
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| 52,381 |
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| 57,805 |
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| 126,622 |
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| 207,288 |
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| Depreciation and Amortization |
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| 30,217 |
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| 28,611 |
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| 89,187 |
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| 85,425 |
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| Stock based compensation |
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| - |
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| 10,000 |
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| 700 |
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| Total Operating Expenses |
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| 82,598 |
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| 86,416 |
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| 225,809 |
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| 293,413 |
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| LOSS FROM OPERATIONS |
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| (83,348 | ) |
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| (88,910 | ) |
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| (228,615 | ) |
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| (293,740 | ) |
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| OTHER EXPENSE |
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| Loss on change in fair value of derivative liabilities |
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| 1,205,375 |
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| - |
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| 1,047,550 |
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| - |
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| Interest expense and financing costs |
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| 125,736 |
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| - |
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| 155,788 |
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| 35,806 |
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| Interest expense - related parties |
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| - |
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| - |
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| 11,069 |
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| Total other expense |
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| 1,331,111 |
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| - |
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| 1,214,407 |
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| 35,806 |
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| NET LOSS |
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| (1,414,459 | ) |
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| (88,910 | ) |
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| (1,443,022 | ) |
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| (329,546 | ) |
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| Net loss per share |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
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| Weighted average common shares outstanding |
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| 1,253,739,584 |
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| 979,648,126 |
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| 1,253,569,254 |
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| 561,901,598 |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 4 |
| Table of Contents |
Global Fiber Technologies, Inc.
Consolidated Statements of Stockholders’ Deficit
For the Nine Months and Three Months Ended September 30, 2021 and 2020
(Unaudited)
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| Additional |
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| Total |
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| Class B Preferred Stock |
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| Common Stock |
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| Paid-in |
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| Accumulated |
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| Stockholders' |
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| SEPTEMBER 30, 2021 |
| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Deficiency |
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| Balance December 31, 2020 |
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| 200,000 |
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| $ | 200 |
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| 1,253,239,584 |
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| $ | 1,253,239 |
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| $ | 29,789,774 |
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| $ | (33,821,293 | ) |
| $ | (2,778,080 | ) |
| Net income for the quarter |
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| 10,172 |
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| 10,172 |
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| Balance March 31, 2021 |
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| 200,000 |
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| $ | 200 |
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| 1,253,239,584 |
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| $ | 1,253,239 |
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| $ | 29,789,774 |
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| $ | (33,811,121 | ) |
| $ | (2,767,908 | ) |
| Issuance of shares for services |
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| 1,000,000 |
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| 1,000 |
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| 9,000 |
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| 10,000 |
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| Net loss during the quarter |
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| (38,735 | ) |
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| (38,735 | ) |
| Balance June 30, 2021 |
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| 200,000 |
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| $ | 200 |
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| 1,254,239,584 |
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| $ | 1,254,239 |
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| $ | 29,798,774 |
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| $ | (33,849,856 | ) |
| $ | (2,796,643 | ) |
| Net loss during the quarter |
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| (1,414,459 | ) |
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| (1,414,459 | ) |
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| BALANCE SEPTEMBER 30, 2021 |
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| 200,000 |
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| $ | 200 |
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| 1,254,239,584 |
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| 1,254,239 |
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| 29,798,774 |
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| (35,264,315 | ) |
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| (4,211,102 | ) |
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| SEPTEMBER 30, 2020 |
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| Balance - December 31, 2019 |
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| 200,000 |
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| $ | 200 |
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| 26,446,236 |
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| $ | 26,446 |
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| $ | 29,789,473 |
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| $ | (32,685,425 | ) |
| $ | (2,869,306 | ) |
| Conversion of notes payable |
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| 432,129,278 |
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| 431,729 |
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| 431,729 |
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| Issuance of common for services |
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| 700,000 |
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| 700 |
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| 700 |
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| Cancellation of shares |
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| (300,000 | ) |
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| (300 | ) |
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| 300 |
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| - |
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| Net loss for the quarter |
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| (165,148 | ) |
|
| (165,148 | ) |
| Balance March 31, 2020 |
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| 200,000 |
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| 200 |
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| 458,975,514 |
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| 458,575 |
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| 29,789,773 |
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| (32,850,573 | ) |
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| (2,602,025 | ) |
| Common stock issued for cash |
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| 794,664,070 |
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| 794,664 |
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| 794,664 |
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| Net loss during the quarter |
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| (75,488 | ) |
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| (75,488 | ) |
| Balance June 30, 2020 |
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| 200,000 |
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| $ | 200 |
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| 1,253,639,584 |
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| $ | 1,253,239 |
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| $ | 29,789,773 |
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| $ | (32,926,061 | ) |
| $ | (1,882,849 | ) |
| Net loss during the quarter |
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| (88,910 | ) |
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| (88,910 | ) |
| BALANCE SEPTEMBER 30, 2020 |
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| 200,000 |
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| $ | 200 |
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| 1,253,639,584 |
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| $ | 1,253,239 |
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| $ | 29,789,773 |
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| $ | (33,014,971 | ) |
| $ | (1,971,759 | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
| Table of Contents |
Global Fiber Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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| 2021 |
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| 2020 |
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| (unaudited) |
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| (unaudited) |
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| CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net loss |
| $ | (1,443,022 | ) |
| $ | (329,546 | ) |
| Adjustments to reconcile net income (loss) to net cash from operating activities: |
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| Loss on change in fair value of derivative liabilities |
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| 1,047,550 |
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|
| - |
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| Depreciation - Property and equipment |
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| 38,191 |
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| 37,458 |
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| Depreciation - Operating lease right-of-use assets |
|
| - |
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| 46,971 |
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| Amortization - Intangible assets |
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| 50,997 |
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| 996 |
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| Expenses paid for directly by related party |
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| 27,486 |
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| Stock issued for services |
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| 10,000 |
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| Changes in operating assets and liabilities: |
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| Prepaid interest and deposits |
|
| - |
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| 76,756 |
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| Accounts payable and accrued expenses |
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| (27,240 | ) |
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| 45,388 |
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| Accrued interest |
|
| 166,858 |
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|
| 892 |
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| Net cash used in operating activities |
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| (156,666 | ) |
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| (93,599 | ) |
| CASH FLOWS FROM INVESTING ACTIVITIES |
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| Acquisition of property, plant and equipment |
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| Acquisition of intangible assets |
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| Net cash used in investing activities |
|
| - |
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| - |
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| CASH FLOWS FROM FINANCING ACTIVITIES |
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| Advances from related parties |
|
| 148,118 |
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| Proceeds from self liquidating Promissory notes |
|
| - |
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|
| 150,000 |
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| Proceeds from issuance of convertible promissory note, net |
|
| - |
|
|
| 61,000 |
|
| Net cash provided by financing activities |
|
| 148,118 |
|
|
| 211,000 |
|
| Net change in cash and cash equivalents |
|
| (8,548 | ) |
|
| 117,401 |
|
| Cash and cash equivalents - beginning of period |
|
| 8,548 |
|
|
| 4,794 |
|
| Cash and cash equivalents - end of period |
| $ | - |
|
| $ | 122,195 |
|
| Non-Cash Investing and Financing Activity: |
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|
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|
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|
|
| Common stock issued for conversion of convertible notes |
| $ |
|
| $ | 1,226,393 |
| |
| Common stock issued for settlement of a convertible note |
| $ | - |
|
| $ | 649,743 |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 6 |
| Table of Contents |
GLOBAL FIBER TECHNOLOGIES, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2021
NOTE 1 - DESCRIPTION OF BUSINESS AND GOING CONCERN*
Global Fiber Technologies, Inc. (“the Company”) was incorporated in Nevada on March 25, 2005. As of September 30, 2021 and December 31, 2020, the Company had 2,500,000,000 shares of authorized common stock.
The Company created a new subsidiary, ECO CHAIN 360, Inc. in November 2018 for the purpose of operating as an intermediary providing an expedited trading platform for buyers and sellers to efficiently consummate fiber transactions. The Company owns 51% of ECO CHAIN 360, Inc. ECO CHAIN 360, Inc. has had no operations to date nor did it have assets or liabilities as of September 30, 2021 and December 31, 2020, respectively.
On June 18, 2019, the Company completed its acquisition of assets from AH Originals, Inc. (“AHO”), a corporation controlled by the same owner group of Global Fiber Technologies, Inc., for the consideration of 6,400,000 shares of common stock of the Company to be issued and the issuance of a promissory note of $447,150 that bears 3% interest per annum and have a one-year term with eight options to extend the maturity date for three-month periods. In addition, the Company issued to AHO 200,000 common shares of Authentic Heroes, Inc. (“AHI”), a subsidiary created by the Company, to hold the purchased assets. AHI has commenced minimal operations as of September 30, 2021.
Basis of Presentation: Unaudited Interim Financial Information
The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period.
Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading.
These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K/A filed on October 12, 2021, for the years ended December 31, 2020, and 2019.
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Going Concern
The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company has an accumulated deficit of $35,264,315 and $33,821,293 as September 30, 2021, and December 31, 2020, respectively, which include net losses of $1,443,022 and $329,546 for the nine months ended September 30, 2021, and 2020, respectively. In addition, as of September 30, 2021, and December 31, 2020, the Company had a working capital deficit of $4,414,472 and $3,070,635, respectively, with limited cash resources available. Consequently, the aforementioned items raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to raise additional debt or equity and continue to settle obligations by issuing stock. Management plans to continue to raise additional debt and equity until the Company has positive cash flows from an operating company.
The Company’s ability to continue as a going concern is dependent upon its ability to repay or settle its current indebtedness, generate positive cash flow from an operating company, and/or raise capital through equity and debt financing or other means on desirable terms. If the Company is unable to obtain additional funds when they are required or if the funds cannot be obtained on favorable terms, management may be required 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
Principles of Consolidation
The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries, ECO CHAIN 360, Inc. which is 51% owned. All significant intercompany accounts and transactions have been eliminated. As noted above in Note 1 ECO CHAIN 360, Inc., had no operations, assets or liabilities as of September 30, 2021, and December 31, 2020. Because of this, a non-controlling interest is not reflected in these financial statements. In addition, the Company has consolidated Authentic Heroes, Inc., Inc. of which the Company owns 80%.
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.
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value.
On June 18, 2019, the Company acquired inventories from AH Originals, Inc. for an aggregate amount of $60,815.
|
|
| September 30, 2021 |
|
| December 31, 2020 |
| ||
| Raw Material |
| $ | 13,631 |
|
| $ | 13,631 |
|
| Finished Goods |
|
| 47,184 |
|
|
| 47,184 |
|
|
|
| $ | 60,815 |
|
| $ | 60,815 |
|
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Equipment
Property and equipment are stated at cost. Costs of replacements and major 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 | 5 Years |
| Furniture and Fixtures | 7 Years |
| Forklift | 3 Years |
|
|
| September 30, 2021 |
|
| December 31, 2020 |
| ||
|
|
|
|
|
|
|
| ||
| Furniture and Equipment |
| $ | 218,315 |
|
| $ | 218,315 |
|
| Forklift |
|
| 20,433 |
|
|
| 20,433 |
|
|
|
|
| 238,748 |
|
|
| 238,748 |
|
| Less accumulated depreciation |
|
| (113,846 | ) |
|
| (63,169 | ) |
|
|
| $ | 124,902 |
|
| $ | 163,093 |
|
Depreciation expense amounted to $38,191 and $37,458 for the nine months ended September 30, 2021 and 2020, respectively.
The long-lived assets of the Company are reviewed for impairment in accordance with 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 a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be 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 nine months ended September 30, 2021 and 2020, no impairment losses have been identified.
Intangible Assets
The Company accounts for intangible assets (including trademarks and website) in accordance with 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 that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of 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 estimating future cash flows, 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 materially differ from such estimates and could also affect the determination of fair value and/or 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, either 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.
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We amortize the cost of our intangible assets over the 15-year estimated useful life on a straight-line basis.
The following table sets forth the amortization for the intangible assets at September 30, 2021 and December 31, 2020.
|
|
| September 30, 2021 |
|
| December 31, 2020 |
| ||
|
|
|
|
|
|
|
| ||
| Patent |
| $ | 12,406 |
|
| $ | 12,406 |
|
| Websites |
|
| 10,690 |
|
|
| 10,690 |
|
| Royalties |
|
| 125,000 |
|
|
| 125,000 |
|
|
|
|
| 148,096 |
|
|
| 148,096 |
|
| Less accumulated amortization |
|
| (69,631 | ) |
|
| (18,632 | ) |
|
|
| $ | 78,465 |
|
| $ | 129,464 |
|
Amortization expense amounted to $33,998 and $37,458 for the nine months ended September 30, 2021, and 2020, respectively.
Prepaid interest and deposits
Prepaid interest and deposits consist of prepaid consulting fees, OTC market annual fees and license agreement. Prepaid interest is amortized over the life of the related liability.
Revenue Recognition
The Company recognizes revenue from its contracts with customers in accordance with 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: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.
Accounts Receivable
Accounts receivables are recorded in accordance with ASC 310, “Receivables.” Accounts receivables are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
Income Taxes
Income taxes are accounted for under the asset and liability method as stipulated by ASC 740 “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which 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 by the use of 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.
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The Company adopted certain 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.
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, 2021, and December 31, 2020, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. The Company’s tax returns are subject to examination by the federal and state tax authorities for the years ended 2015 through 2020.
Stock-based Compensation
We account for stock-based awards at fair value on the date of grant and recognize compensation over the service-period that they are expected to vest. We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model. The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration 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 time, of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment, and 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 nine months ended September 30, 2021, and 2020, the Company incurred $10,000 and $700 for stock-based compensation, respectively.
Beneficial Conversion Feature
For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount.
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
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 consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount.
Original Issue Discount
If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, 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. Estimates are used in the determination of depreciation, the valuation of non-cash issuances of common stock, stock options and warrants, 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 that would be 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 can be corroborated by observable market data; and
Level 3-Significant unobservable inputs that cannot be corroborated by observable market data.
The carrying amounts of cash, accrued compensation, accounts payable and other liabilities, accrued interest payable, and short-term portion of notes payable approximate fair value because of the short-term nature of these items.
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 market. The Company maintains cash balances at financial institutions that are insured by the FDIC. On September 30, 2021 and December 31, 2020, the Company had no amounts in excess of the FDIC limit.
New Accounting Pronouncements
In July 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of the accounting for nonemployee share-based payment transactions and expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The main provisions of the update change the way nonemployee awards are measured in the financial statements. Under the simplified standards, nonemployee options will be valued once at the date of grant, as compared to at each reporting period end under ASC 505-50. At adoption, all awards without established measurement dates will be revalued one final time, and a cumulative effect adjustment to retained earnings will be recorded as the difference between the pre-adoption value and new value. Companies will be permitted to make elections to establish the expected term and either recognize forfeitures as they occur or apply a forfeiture rate. Compensation expense recognition using a graded vesting schedule will no longer be permitted. This pending content is the result of the FASB’s Simplification Initiative, to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. Because the Company does not currently have any outstanding awards to non-employees for which a measurement date has not been established the adoption of ASU 2018-07 does not have a material impact to the Company’s financial statements and related disclosures upon adoption. The adoption of this standard will change the way that the Company accounts for non-employee compensation in the future.
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In January 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842, which amends ASC Topic 842. Among other things, the new standard requires us to recognize a right of use asset and a lease liability on our balance sheet for leases. It also changes the presentation and timing of lease-related expenses. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the effect this guidance may have on its financial position, results of operations, comprehensive income, cash flows and disclosures.
In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842) intended to improve financial reporting around leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets - referred to as “lessees”- to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. For public companies, the standard is effective for fiscal years beginning after December 15, 2018, and interim periods therein. Earlier adoption is permitted for any annual or interim period for which financial statements have not yet been issued. The Company adopted this ASU beginning on January 1, 2019, and will utilize the modified retrospective transition approach, as prescribed within this ASU. The adoption of ASC 842 did not have a material effect on the Company’s financial statements.
Reclassifications
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net loss.
NOTE 3 - CAPITAL STOCK
Preferred Stock
The Company has designated a “Class B Convertible Preferred Stock” (the “Class B Preferred”). The number of authorized shares totals 1,000,000 and the par value is $.001 per share. The Class B Preferred shareholders vote together with the common stock as a single class. The holders of Class B Preferred 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 shares of Class B Preferred shall be entitled to 10,000 votes per share. The Class B Preferred Stock will have the rights to liquidation as all classes of the Common Stock of the Company. The Class B Preferred stockholders are entitled to receive non-cumulative dividends at the rate of 8% per annum and are accrued daily. The Class B Preferred Stock shall be redeemed by the Corporation 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 Class 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, the amount of $.035 per share plus any and all accrued but unpaid dividends.
Common Stock
As of September 30, 2021, and December 31, 2020, the Company had 1,254,239,584 and 1,253,239,584 shares of its $0.001 par value common stock issued and outstanding, respectively.
During the nine months ended September 30, 2021, the company issued 1,000,000 shares to consultant for services rendered for value of $10,000.
During the nine months ended September 30,2020, the Company issued common shares as follows,
| · | During the first quarter of 2020 the company convertible promissory notes Principal balance $596,863 and accrued interest of $37,336 was converted to equity and issued a total of 431,729,278 shares of common stock. |
|
|
|
| · | During the 2nd quarter of 2020 the company’s convertible promissory notes Principal balance $173,500 and accrued interest of $16,142 was converted to equity and issued a total of 794,664,070 shares of common stock. As a result of this conversion a total of $649,742 derivative liabilities was settled. |
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Warrants Exercisable to Common Shares
The following assumptions were used to determine the fair value for the warrants granted using a Black-Scholes-Merton pricing model during the nine months ended September 30, 2021
|
|
| Nine Months Ended September 30, 2021 |
| |
|
|
|
| ||
| Fair value of common stock at measurement date |
| $ | 0.20-$0.49 |
|
| Expected term at issuance |
| 2 years - 5 years |
| |
| Expected average volatility |
| 324%-631 | % | |
| Expected dividend yield |
|
| - |
|
| Risk-free interest rate |
| 2.33%-2.57 | % | |
Warrants exercisable for common shares as of September 30, 2021 and December 31, 2020 are 1,150,363 shares and weighted average exercise price of $0.004
As of September 30, 2021, and December 31, 2020, the intrinsic value warrants outstanding was $ 0.00 based on the closing market price of $0.0004 on September 30, 2021 and $0002 on December 31, 2020, respectively.
NOTE 4 - NOTES PAYABLE
Unsecured Notes Payable
The balances of unsecured notes as of September 30, 2021, and December 31, 2020, was $243,402 and $232,808, balances include accrued interest of $21,899 and 11,305 as of September 30, 2021, and December 31, 2020 respectively.
Unsecured promissory notes are notes received from individual accredited investors from November 2014 to 2017 and interest accrued at 5% except for two notes amounting to $25,000 which is non-interest-bearing note.
Convertible Notes Payable - related party
In August 2015, the Company issued an unsecured promissory note to an investor in the amount of $50,000, convertible to common stock at $1.00 per share. The note bears an interest rate of 8% per annum and matured on August 8, 2016. The note is currently unpaid and in default. The note does not contain a beneficial conversion feature. The balance of this note plus accrued interest totals were $75,568 and $68,500 at September 30,2021 and December 31, 2020
Promissory Notes Payable - related party
On June 18, 2019, the Company issued a promissory note at a principal amount of $447,150 as part of the consideration for the acquisition of assets from AH Originals, Inc., a corporation controlled by the same owner group of Global Fiber Technologies, Inc. The promissory note bears 3% interest per annum and have a one year term with eight options to extend the maturity date for three-month periods. The balance of this note, net of note discount of $211,123 plus accrued interest totals was $369,227 as of September 30, 2021.
Convertible Notes Payable
During the Nine months ended September 30, 2021, there’s no conversion of Notes payable. Outstanding balance of notes payable and accrued interest as of September 30, 2021, were $487,313 and $349,222 respectively. The balances of these notes include $178,533 and $40,462 accrued interest as of September 30, 2021, and December 31, 2020.
During the first quarter of 2020 a total of $709,362 convertible promissory notes plus accrued interest of $37,336 was converted into 731,729,278 shares common stock. During the 2nd quarter of 2020 a total of $173,500 convertible promissory notes plus accrued interest of $16,142 was converted into 794,664,070 shares common stock.
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Subscription Payable
As of September 30, 2021, and December 31, 2020, the subscription payable was $100,000 respectively.
NOTE 5 - RELATED PARTY TRANSACTIONS
During the nine months period net cash proceeds $148,118 was received from related party and the total for accrual of interest due on convertible notes related party $25,568.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Covid 19
A novel strain of coronavirus (“Covid-19”) emerged globally in December 2019 and has been declared a pandemic. The extent to which Covid-19 will impact our customers, business, results and financial condition will depend on current and future developments, which are highly uncertain and cannot be predicted at this time. While the Company’s day-to-day operations beginning March 2020 have been impacted, we have suffered less immediate impact as most staff can work remotely and can continue to develop our product offerings.
That said we have seen our business opportunities develop more slowly as business partners and potential customers are dealing with Covid-19 issues, working remotely and these issues are causing delays in decision making and finalization of negotiations and agreements.
NOTE 7 - 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:
|
|
| September 30, 2021 |
|
| December 31, 2020 |
| ||
|
|
|
|
|
|
|
| ||
| Warrants |
|
| 1,150,363 |
|
|
| 1,150,363 |
|
| Options |
|
| 2,700,000 |
|
|
| 2,700,000 |
|
| Convertible notes payable, including accrued interest |
|
| 169,259,129 |
|
|
| 154,496,946 |
|
|
|
|
| 173,109,492 |
|
|
| 158,347,309 |
|
NOTE 8 - SUBSEQUENT EVENTS
Subsequent to September 30, 2021, and through the date that these financials were made available, the Company had no significant subsequent events that would affect the financial statements as of September 30, 2021.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our consolidated unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our company”, mean Global Fiber Technologies, Inc. a Nevada corporation, and our wholly-owned subsidiaries Eco Chain 360, Inc. and Authentic Heroes, Inc., unless otherwise indicated.
General Overview
Global Fiber Technologies, Inc. was incorporated in Nevada on March 25, 2005 under the name “Premier Publishing Group, Inc.”. Originally formed as a publishing company, our company ceased publishing operations in or around 2007.
On May 28, 2019, we entered into an asset purchase agreement (the “Purchase Agreement”) with AH Originals, Inc. (“AH”), pursuant to which we will acquire from AH certain assets including: equipment (which includes a Della’ Orco Sample Line, Electro Steam Boiler/Steamer and Schulz 5 HP Condenser), inventory, materials, intellectual property (including PCT/US2018/047918 - Authenticatable Articles, Fabric and Method of Manufacture, 16/311,095 - Authenticatable Articles, Fabric and Method of Manufacture, as well as the rights the trademarks, trade names, logos, etc. For “Authentic Heroes”, “Feel the Bond”, and “Event Worn Reborn”), along with all domain names of AH. The purchase will be paid through the issuance of 6,400,000 shares of our common stock and 200,000 shares of common stock of Authentic Heroes, Inc. (a subsidiary created by the Company to receive and operate the purchased assets), and the remaining $480,000 will be paid through a promissory note at 3% interest with a three-year term.
The terms of the Purchase Agreement completed on June 18, 2019. The aggregate consideration was $447,150 payable via a promissory note at 3% interest with an amended loan term with an initial term of one-year and eight options for the noteholder to extend the maturity date for three-month periods, as opposed to the original three-year term. The balance of the purchase price was to be paid through the delivery to Seller of 6,400,000 shares of our common stock and 200,000 shares of common stock of Authentic Heroes, Inc. (a subsidiary created by our company to receive and operate the purchased assets). Our company did not assume any liabilities of AH other than the lease for the facility where the equipment purchased is located.
On July 17, 2019 Authentic Heroes Inc., our majority owned subsidiary entered into a “merchandise license agreement” with IMG/Football Greats Alliance whereby Authentic Heroes will make authenticated replicas of “game worn” jerseys utilizing its trade secrets and patent pending processes. Terms of the deal were deemed and implied confidential by the contract.
On September 21st, of 2020, Authentic Heroes Inc. signed a license Yungblud and Bravado/Universal Music Group to will make authenticated replicas of “concert worn” jerseys utilizing its trade secrets and patent pending processes. Terms of the deal were deemed and implied confidential by the contract.
Our address is 50 Division Street, Suite 501, Somerville, New Jersey 08876. Our corporate website is http://ecotek360.com/.
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We have never declared bankruptcy or been in receivership. We have earned minimal revenues and have limited cash on hand. We have sustained losses since inception and have primarily relied upon the sale of our securities and loans from related parties for funding.
Our Current Business
We are currently in the development stage. Our business plan is to operate a fiber rejuvenation technology company. It plans on offering branded fabrics, apparel and uniforms to the corporate, hotel, hospital and military markets. We will achieve this by utilizing a patented and proprietary process for rejuvenating textile waste into high quality fabrics and apparel.
Our business plan also includes creating branded and authenticated replicas from the textile fibers of “event worn” apparel, formerly worn by celebrities within the music and sports industries. We have achieved this milestone and are in the process of creating commercial opportunities utilizing our process and trade secrets.
A novel strain of coronavirus (“Covid-19”) emerged globally in December 2019 and has been declared a pandemic. The extent to which Covid-19 will impact our customers, business, results and financial condition will depend on current and future developments, which are highly uncertain and cannot be predicted at this time. While the Company’s day-to-day operations beginning March 2020 have been impacted, we have suffered less immediate impact as most staff can work remotely and can continue to develop our product offerings.
That said we have seen our business opportunities develop more slowly mostly as a result of supply chain shutdowns and the significant delays it has caused in bringing our products to market. We are in the process of re-developing our supply chain and hopefully should ameliorate our supply chain challenges in the very near future
On July 17, 2019 Authentic Heroes Inc., our majority owned subsidiary entered into a “merchandise license agreement” with IMG/Football Greats Alliance whereby Authentic Heroes will make authenticated replicas of “game worn” jerseys utilizing its trade secrets and patent pending processes. Terms of the deal were deemed and implied confidential by the contract.
On December 1st 2019, Authentic Heroes signed a license agreement with Universal Music Group/Bravado and the Hip Hop group “RUN DMC. Authentic Heroes is currently working with Bravado and RUN DMC to monetize the opportunity with both digital and physical opportunities. Terms of the deal were deemed and implied confidential by the contract.
On September 21st, of 2020, Authentic Heroes Inc. signed a license Yungblud and Bravado/Universal Music Group to will make authenticated replicas of “concert worn” jerseys utilizing its trade secrets and patent pending processes. Terms of the deal were deemed and implied confidential by the contract.
We are in late stage discussions for several licenses and also in the process of re-building and re-launching our e-commerce site within the 4th quarter
Our address is 50 Division Street, Suite 501, Somerville, New Jersey 08876. Our corporate website is http://globalfibertechnologies.com
The company has also completed the coding of its “smart contract” on the Binance Block Chain. The smart contract is to be used in conjunction with the sale of both physical and virtual items in order to create the authentication, provenance and immutability of the products it will be offering including event worn clothing under the taglines of “Made from The Original” and “Event Worn ReBorn”. It will also be the Smart Contract for the Company’s future offering of Non-Fungible Tokens (“NFTS”)
Results of Operations
The following table provides selected financial data about our company for the nine months period ended September 30, 2021 and the year ended December 31, 2020.
|
|
| September 30, |
|
| December 31, |
|
|
|
|
|
|
| ||||
|
|
|
| 2021 |
|
|
| 2020 |
|
| Change |
|
| % |
| ||
| Cash and cash equivalents |
| $ | - |
|
| $ | 8,548 |
|
| $ | (8,548 | ) |
|
| (100 | )% |
| Inventories |
| $ | 60,815 |
|
| $ | 60,815 |
|
| $ | - |
|
|
| - |
|
| Property and equipment |
| $ | 124,902 |
|
| $ | 163,093 |
|
| $ | (38,191 | ) |
|
| (23.42 | )% |
| Intangible assets |
| $ | 78,465 |
|
| $ | 129,462 |
|
| $ | (50,997 | ) |
|
| (39.39 | )% |
| Total Assets |
| $ | 264,182 |
|
| $ | 361,918 |
|
| $ | (97,736 | ) |
|
| (27.01 | )% |
| Total Liabilities |
| $ | 4,475,287 |
|
| $ | 3,139,998 |
|
| $ | 1,335,289 |
|
|
| 42.53 | % |
| Stockholders’ Deficit |
| $ | (4,211,105 | ) |
| $ | (2,678,080 | ) |
| $ | (1,433,025 | ) |
|
| 51.58 | % |
The following summary of our results of operations, for the three and nine months ended September 30, 2020, should be read in conjunction with our financial statements, as included in this Form 10-Q.
| 17 |
| Table of Contents |
Nine months ending September 30, 2021, compared to nine months ending September 30, 2020
|
|
| Nine Months Ended |
|
|
|
|
| |||||||||
|
|
| September 30, |
|
|
|
|
| |||||||||
|
|
| 2021 |
|
| 2020 |
|
| Change |
|
| % |
| ||||
| Revenue |
| $ | 193 |
|
| $ | 6,407 |
|
| $ | (6,214 | ) |
|
| (96.99 | )% |
| Cost of Revenues |
|
| (2,999 | ) |
|
| (6,734 | ) |
|
| 1,611 |
|
|
| (44.54 | )% |
| Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and Amortization |
|
| (89,187 | ) |
|
| (85,425 | ) |
|
| (2,156 | ) |
|
| 4.40 | % |
| General and administrative expenses |
|
| (126,622 | ) |
|
| (207,288 | ) |
|
| (75,242 | ) |
|
| (38.91 | )% |
| Stock based compensation |
|
| (10,000 | ) |
|
| (700 | ) |
|
| (9,300 | ) |
|
| (1,329 | )% |
| Gain from extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other expense |
|
| (1,214,407 | ) |
|
| (35,806 | ) |
|
| (1,178,601 | ) |
|
| 3,292 | % |
| Net loss |
| $ | (1,443,022 | ) |
|
| (329,546 | ) |
| $ | (1,113,476 | ) |
|
| (337.88 | )% |
For the nine months ended September 30, 2021, we have revenues of $193 with a cost of $2,999, sales generated from the Company acquired AH Originals, Inc. We incurred $126,622 in general and administrative expenses, depreciation and amortization of $89,187, stock-based compensation of $10,000, and net other expenses of $402,661, resulting in a net loss of $631,276.
For the nine months ended September 30, 2020, we have revenues of $6,047 with a cost of $6,734, sales generated from the Company acquired AH Originals, Inc. We incurred $207,288 in general and administrative expenses, depreciation and amortization of $85,425, stock-based compensation of $700, and other expense of $1,214,407, resulting in a net loss of $1,433,022.
The increase in net loss during nine months ended September 30, 2021, compared to nine months ended September 30, 2020 was mainly attributed to the change in value of the derivative liability offset by decrease in general and administrative and interest expenses financing cost and offset
Liquidity and Capital Resources
The following table provides selected financial data about our company as of September 30,2021 and December 31, 2020, respectively.
Working Capital
|
|
| September 30, 2021 |
|
| December 31, 2020 |
|
| Change |
|
| % |
| ||||
| Current Assets |
| $ | 60,815 |
|
| $ | 69,363 |
|
| $ | (8,548 | ) |
|
| (12.32 | )% |
| Current Liabilities |
| $ | (4,475,284 | ) |
| $ | (3,139,998 | ) |
|
| (1,335,286 | ) |
|
| (42.53 | )% |
| Net working capital deficit |
| $ | (4,414,469 | ) |
|
| (3,070,635 | ) |
| $ | (1,343,834 | ) |
|
| (43.76 | )% |
Our working capital deficit increased as of September 30,2021, as compared to December 31, 2020, due mainly to the decrease increase in derivative liabilities related to convertible notes.
Cash Flows
|
|
| Nine Months Ended |
|
|
|
|
| |||||||||
|
|
| September 30, |
|
|
|
|
| |||||||||
|
|
| 2021 |
|
| 2020 |
|
| Change |
|
| % |
| ||||
| Cash Flows used in Operating Activities |
| $ | (156,666 | ) |
| $ | (93,599 | ) |
| $ | (63,067 | ) |
|
| 67.38 | % |
| Cash Flows used in Investing Activities |
| $ | - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| Cash Flows provided by Financing Activities |
| $ | 148,118 |
|
|
| 211,000 |
|
|
| (62,882 | ) |
|
| (29.80 | )% |
| Net Change in Cash During Period |
| $ | (8,548 | ) |
|
| 117,401 |
|
|
| (125,949 | ) |
|
| (107.28 | )% |
| 18 |
| Table of Contents |
Cash Flow from Operating Activities
During the nine months ended September 30, 2021, net cash used in operating activities was $156,666 compared to $93,599 during the six months ended September 30, 2020.
The net cash used in operating activities for the nine months ended September 30, 2021 was attributed by the total net loss of $631,276, decreased by depreciation and amortization $89,187, loss in change in derivative liability of $235,804, stock issued for services $10,000 and accrued interest $166,858 offset by increase of accounts payable and accrued expenses $27,237.
During the nine months ended September 30, 2020, net cash used in operating activities was $93,598 compared to $514,417 during the nine months ended September 30, 2019.
The net cash used in operating activities for the nine months ended September 30, 2020, was attributed to a net loss of $329,546, offset by Depreciation and amortization $84,430, increase in prepaid interest and deposits and increase in accounts payable and accrued expenses $45,388.
Cash Flow from Investing Activities
The Company did not use any funds for investing activities during the nine months ended September 30, 2021 and 2020
Cash Flow from Financing Activities
Net cash from financing activities was $148,118 for the nine months ended September 30, 2021 attributable to proceeds from related party.
Net cash from financing activities was $211,000 for the nine months ended September 30, 2020, include proceeds from issuance of convertible promissory note of $61,000, and proceeds from self-liquidating escrow notes of $150,000.
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 is material to stockholders.
The report of our auditors on our audited financial statements for the fiscal year ended December 31, 2020, contains a going concern qualification as we have suffered losses since our inception. We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
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 not generated any revenues from operations to fully implement our business plan. 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.
| 19 |
| Table of Contents |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:
The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements would not be prevented or detected on a timely basis.
We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 20 |
| Table of Contents |
As of the date of this filing, the Company is a 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. ECTX 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 ECTX 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.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not Applicable.
None.
| 21 |
| Table of Contents |
| Exhibit Number | Description | Incorporated by Reference | ||||||
|
| Form |
| Exhibit |
| Filing Date | |||
| (3) |
| (i) Articles of Incorporation (ii) Bylaws |
| |||||
|
| Articles of Incorporation, as filed with the Nevada Secretary of State |
| SB-2 |
| 3.1 |
| November 29, 2005 | |
|
| Certificate of Designations, Rights and Preferences of the Class C Preferred Stock |
| 8-K |
| 10.5 |
| August 10, 2010 | |
|
|
| 8-K |
| 5.1 |
| August 7, 2014 | ||
|
|
| 8-K |
| 5.2 |
| August 7, 2014 | ||
|
| Certificate of Amendment filed with the Secretary of the State of Nevada on January 10, 2017 |
| 8-K |
| 5.1 |
| January 23, 2017 | |
|
| Certificate of Amendment filed with the Secretary of the State of Nevada on April 18, 2019. |
| 8-K |
| 5.1 |
| May 7, 2019 | |
|
|
| 8-K |
| February 22, 2017 | ||||
| (10) |
| Material Contracts |
| |||||
|
| May 28, 2019 Asset Purchase Agreement between the Company and AH Originals, Inc. |
| 8-K |
| 10.1 |
| May 29, 2019 | |
| (14) |
| Code of Ethics |
| |||||
|
|
| 10-KSB |
| 14.1 |
| April 14, 2008 | ||
| (21) |
| Subsidiaries of Registrant |
| |||||
| 21.1 |
| Trident Merchant Group, Inc., a Nevada corporation (wholly owned) |
| |||||
| 21.2 |
| Progressive Fashions Inc., a Nevada corporation (wholly owned) |
| |||||
| 21.3 |
| Leading Edge Fashion, LLC (majority owned) |
| |||||
| 21.4 |
| Pure361, LLC (majority owned) |
| |||||
| 21.5 |
| Global Fiber Technologies, Inc. (majority owned) |
| |||||
| (31) | Rule 13a-14 (d)/15d-14d) Certifications |
| ||||||
| Section 302 Certification by the Principal Executive Officer |
| |||||||
|
| Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer |
| ||||||
| (32) | Section 1350 Certifications |
| ||||||
| Section 906 Certification by the Principal Executive Officer |
| |||||||
|
| Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer |
| ||||||
| 101*** | Interactive Data File |
| ||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| ||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| ||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| ||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| ||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| ||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
|
|
|
|
|
|
___________
* Filed herewith.
** Furnished herewith
*** To be filed by amendment
| 22 |
| Table of Contents |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
| GLOBAL FIBER TECHNOLOGIES, INC. |
| |
|
| (Registrant) |
| |
|
|
|
|
|
| Dated: November 15, 2021 |
| /s/ Christopher Giordano |
|
|
| Christopher Giordano |
| |
|
| President |
| |
|
| (Principal Executive Officer) |
| |
|
|
| ||
| Dated: November 15, 2021 |
| /s/ Paul Serbiak |
|
|
| Paul Serbiak |
| |
|
| Chief Executive Officer |
| |
|
| (Principal Financial Officer and Principal Accounting Officer) |
|
| 23 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher Giordano, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Global Fiber Technologies, Inc.; | |
|
|
| |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
|
|
| |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
|
|
| |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
|
|
| |
|
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
| |
|
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
| |
|
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
|
|
| |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
|
|
| |
|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
| |
|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: November 15th, 2021 | /s/ Christopher Giordano | ||
|
|
| Christopher Giordano |
|
|
|
| President |
|
|
|
| (Principal Executive Officer) |
|
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul Serbiak, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Global Fiber Technologies, Inc.; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: November 15th, 2021 | /s/ Paul Serbiak | ||
|
|
| Paul Serbiak |
|
|
|
| Chief Executive Officer |
|
|
|
| (Principal Financial Officer and Principal Accounting Officer) |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Christopher Giordano, President, of Global Fiber Technologies, Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
| (1) | the quarterly report on Form 10-Q of Global Fiber Technologies, Inc. for the period ended September 30, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
|
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Global Fiber Technologies, Inc. |
| Dated: November 15th, 2021 | /s/ Christopher Giordano | ||
|
|
| Christopher Giordano |
|
|
|
| President |
|
|
|
| (Principal Executive Officer) |
|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Global Fiber Technologies, Inc. and will be retained by Global Fiber Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Paul Serbiak, Chief Executive Officer, of Global Fiber Technologies, Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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| (1) | the quarterly report on Form 10-Q of Global Fiber Technologies, Inc. for the period ended September 30, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Global Fiber Technologies, Inc. |
| Dated: November 15th, 2021 | /s/ Paul Serbiak | ||
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| Paul Serbiak |
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| Chief Executive Officer |
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| (Principal Financial Officer and Principal Accounting Officer) |
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A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Global Fiber Technologies, Inc. and will be retained by Global Fiber Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.