AHRO 10-Q
Authentic Holdings, Inc. (AHRO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended:
or
For the transition period from __________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) |
| (IRS Employer Identification No.) |
(Address of principal executive offices)
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(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller Reporting Company | ||
Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Securities registered pursuant to Section 12(b) of the Act: None
As of May __, 2023, there were
AUTHENTIC HOLDINGS, INC.
TABLE OF CONTENTS
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Condensed Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
AUTHENTIC HOLDINGS INC.
Condensed Consolidated Balance Sheets
As of March 31, 2023 and December 31, 2022
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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Prepaid interest and deposits |
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Advances |
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Total Current Assets |
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Property and equipment, net of depreciation |
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Intangible assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Bank overdraft |
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Accounts payable and accrued liabilities |
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Accrued compensation |
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Unsecured notes and accrued interest payable |
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Convertible notes and accrued interest - net of debt discount of $ |
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Convertible notes and accrued interest - related party |
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Promissory note and accrued interest - related party |
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Derivative liabilities |
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Advances from related parties |
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Related party loans and accrued interest |
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Self Liquidating Promissory Notes |
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Total Current Liabilities |
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Stockholders’ Deficit |
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Preferred stock, Class B, $ |
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Common stock $ |
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Additional paid-in capital |
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Accumulated deficit |
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Stockholders' deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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The accompanying notes are an integral part of these consolidated financial statements.
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AUTHENTIC HOLDINGS INC.
Condensed Consolidated Statement of Operations
For the three months ended March 31, 2023 and 2022
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REVENUE |
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COST OF REVENUES |
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GROSS PROFIT (LOSS) |
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OPERATING EXPENSES |
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General and administrative |
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Depreciation and Amortization |
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Professional and Legal Fees |
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Officer salaries and compensation |
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Stock based compensation |
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Research and Development |
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Total Operating Expenses |
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LOSS FROM OPERATIONS |
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OTHER INCOME (EXPENSE) |
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Income (Loss) on change in fair value of derivative liabilities |
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Gain from extinguishment of debt |
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Interest expense and financing costs |
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Interest expense - related parties |
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Other expense-Funding Fees |
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Total other income (expense) |
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NET LOSS |
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Net income per share |
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Weighted average common shares outstanding |
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The accompanying notes are an integral part of these consolidated financial statements.
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AUTHENTIC HOLDINGS INC.
Condensed Statement of Stockholders' Deficit
March 31, 2023 and 2022
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Balance December 31, 2021 |
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Issuance of shares for conversion of notes |
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Stock issued for cash |
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Stock warrants issued for cash |
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Net income (loss) |
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Balance March 31, 2022 |
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Balance December 31, 2022 |
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Issuance of shares for conversion of notes |
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Stock issued for cash |
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Adjustment shares issued |
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Net income (loss) |
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Balance March 31, 2023 |
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The accompanying notes are an integral part of these consolidated financial statements.
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AUTHENTIC HOLDINGS INC.
Condensed Consolidated Statement of Cash Flows
For the three months ended March 31, 2023 and 2022
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net (loss) income |
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Adjustments to reconcile net income (loss) to net cash from operating activities: |
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Change in fair value of derivative liabilities |
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Extinguishment of derivative liabilities due to conversion |
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Gain on settlement of Notes Payable |
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Depreciation - Property and equipment |
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Amortization - Intangible assets |
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Stocks Issued for Services |
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Stocks Issued for Services |
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Changes in operating assets and liabilities: |
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Bank Indebtedness |
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Expense paid for subsidiary |
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Inventory |
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Advances to joint venture |
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Prepaid interest and deposits |
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Accounts payable and accrued expenses |
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Accrued interest |
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Net cash used in operating activities |
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Acquisition of equipment |
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Net cash used in investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Advances from related parties |
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Proceeds from unsecured loans |
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Proceeds from issuance of common stock and warrants |
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Net proceeds from convertible notes |
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Net cash provided by financing activities |
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Net change in cash and cash equivalents |
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Cash and cash equivalents - beginning of period |
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Cash and cash equivalents - end of period |
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Supplemental Cash Flow Disclosures |
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Cash paid for interest |
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Cash paid for income taxes |
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Non-Cash Investing and Financing Activity: |
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Shares issued for convertible notes settlement |
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The accompanying notes are an integral part of these consolidated financial statements.
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AUTHENTIC HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2023
NOTE 1 – DESCRIPTION OF BUSINESS AND GOING CONCERN
Authentic Holdings Inc. was incorporated in Nevada in 2005 and had
Management plans to raise additional debt or equity and continue to settle obligations by issuing stock, as well as grow other debt and equity until the Company generates positive cash flow from an operating company. However, the Company's financial statements show an accumulated deficit of $
The Company's ability to continue as a going concern depends on its ability to repay or settle its current indebtedness, generate positive cash flow, and raise capital through equity and debt financing or other means on favorable terms. If the Company cannot obtain additional funds when required or on favorable terms, management may be necessary to restructure the Company or cease operations.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company's consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in U.S. dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year-end.
Principles of Consolidation
The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries, Trident Merchant Group, Inc. and Progressive Fashions Inc., and its majority-owned subsidiaries, Leading Edge Fashion, LLC, Pure361, LLC and ECO CHAIN 360, Inc., which are
The Company filed Articles of Merger with the Secretary of State of Nevada to effectuate a merger with its wholly-owned subsidiary, Authentic Holdings, Inc. Shareholder approval was optional under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company's board of directors authorized a change in our name to "Authentic Holdings, Inc." The Company's Articles of Incorporation have been amended to reflect this name change.
Reclassifications
Specific amounts in the prior period's financial statements have been reclassified to conform to the current presentation. These reclassifications did not affect the reported consolidated net loss.
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.
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Inventories
Inventories are stated at the lower cost (first-in, first-out method) or net realizable value.
On March 31, 2023, and December 31, 2022, the Company had no acquired inventories.
Equipment
Property and equipment are stated at cost. Costs of replacements and significant improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets as follows:
Equipment |
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Forklift |
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Furniture and Equipment |
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Forklift |
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Camera |
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Trident |
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TOTAL Equipment |
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Less accumulated depreciation |
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Depreciation expenses amounted to $
The long-lived assets of the Company are reviewed for impairment under ASC 360, "Property, Plant and Equipment" ("ASC 360"), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the three months ended March 31, 2023, and 2022, no impairment losses have been identified.
Intangible Assets
The Company accounts for intangible assets (including trademarks and website) under ASC 350 "Intangibles-Goodwill and Other" ("ASC 350"). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including identifying reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include assessing future cash flows and determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to differ from such estimates materially and affect the determination of fair value and goodwill impairment at future reporting dates.
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The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed, and lives of intangible assets with determinable lives may be adjusted.
We amortize the cost of our intangible assets over the
The following table sets forth the amortization for the intangible assets on March 31, 2023 and December 31, 2022:
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Patent |
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Websites |
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Royalties |
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Less accumulated amortization |
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Amortization expenses amounted to $
Prepaid interest and deposits
Interest and deposits include prepaid consulting fees, OTC market annual fees, and license agreements. Prepaid interest is amortized over the life of the related liability.
Revenue Recognition
The Company recognizes revenue from its customer contracts following ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps:
| 1. | Identify the contract, or contracts, with a customer. |
| 2. | Identify the performance obligations in the contract. |
| 3. | Determine the transaction price. |
| 4. | Allocate the transaction price to the performance obligations in the contract. |
| 5. | Recognize revenue when the Company satisfies a performance obligation. |
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Accounts Receivable
Accounts receivables are recorded following ASC 310," Receivables." Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company has no amount recorded as an allowance for doubtful accounts. The allowance for doubtful accounts is the Company's best estimate of probable credit losses in its existing accounts receivable. Based on management's estimate and all charges being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
Leases
Effective October 1, 2019, the Company adopted the Financial Accounting Standards Board's (the "FASB") Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the "new leases standard"), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing essential information about leasing arrangements. The Company adopted the new lease standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated for contracts existing at the time of adoption. The Company currently does not have any operating lease over one year term to require accessing (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs.
Income Taxes
Income taxes are accounted for under the asset and liability method stipulated by ASC 740 "Income Taxes." Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax bases and operating loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized using a valuation allowance. A valuation allowance is applied when in management's view, it is more likely than not that such deferred tax asset will be unable to be utilized.
The Company adopted specific provisions under ASC Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company's adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes.
The Company's tax returns are subject to examination by the federal and state tax authorities for the years ended 2017 through 2021. In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of March 31, 2023, and December 31, 2022, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities.
Stock-based Compensation
We account for stock-based awards at fair value on the grant date and recognize compensation over the service period they are expected to vest. Using the Black-Scholes option pricing model, we estimate the fair value of stock options and stock purchase warrants. The estimated value of the portion of a stock-based award that is ultimately expected to vest, considering estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment. To the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised.
For the three months ended March 31, 2023, and 2022, the Company incurred no stock-based compensation.
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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 the underlying debt is converted, 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 considerations. These costs are recorded as debt discounts and are amortized over the life of the obligation to the statement of operations as amortization of debt discount.
Original Issue Discount
Suppose a debt is issued with an original issue discount. In that case, the original issue discount is recorded as a debt discount, reducing the face amount of the note. It is amortized over the life of the debt to the statement of operations as amortization of debt discount. If the underlying debt is converted, a proportionate share of the unamortized amounts is immediately expensed.
Use of Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock-based awards issued and derivatives embedded in financial instruments. Assessments are used to determine depreciation, the valuation of non-cash issuances of common stock, stock options, and warrants, and valuing convertible notes for beneficial conversion features, among others.
Fair Value
FASB ASC 820, Fair Value Measurements and Disclosures ("ASC 820") establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
Level 1—Quoted market prices for identical assets or liabilities in active markets or observable inputs.
Level 2—Significant other observable inputs that observable market data can corroborate; and
Level 3—Significant unobservable inputs that observable market data cannot corroborate.
| 11 |
| Table of Contents |
The following table summarizes fair value measurements by level on March 3, 2023 and December 31, 2022, measured at fair value on a recurring basis:
December 31, 2022 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative Liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The concentration of Credit Risk
The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses, and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate the market. The Company maintains cash balances at financial institutions insured by the FDIC. On March 31, 2023 and December 31, 2022, the Company had no amounts above the FDIC limit.
New Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 "Debt—Debt with Conversion and Other Options." The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has adopted this standard and determined no material impact on its financial statements.
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
The Class B Preferred Stock will have the rights to liquidation as all classes of the Company's Common Stock. The Class B Preferred stockholders are entitled to receive non-cumulative dividends at
Common Stock
As of March 31, 2023, and December 31, 2022, the Company had
| 12 |
| Table of Contents |
During the three months ended March 31, 2023, the Company issued common shares as follows:
| · | Issued |
During the three months ended March 31, 2022, the Company had no issuance of shares.
Stock Options
There was no stock options issuance during the three months ended March 31, 2023, and 2022. All stock options issuance previous to 2021 were either exercised or expired.
NOTE 4 – NOTES PAYABLE
Unsecured Notes Payable
On November 25, 2014, the Company issued an unsecured promissory note to an individual in the amount of $
The note and accrued interest were $
Convertible Notes Payable
As of March 31, 2023, and December 31, 2022 convertible notes outstanding are
NOTE 5 – DERIVATIVE LIABILITIES
The Company analyzed the conversion option for derivative accounting consideration under ASC 815, "Derivatives and Hedging," and determined that the convertible notes should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for convertible notes and warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.
The following table summarizes the derivative liabilities included in the balance sheet on March 31, 2023 and December 31, 2022:
|
| March 31, 2023 |
|
| December 31, 2022 |
| ||
Principal balances |
| $ |
|
| $ |
| ||
Discount |
|
| ( | ) |
|
| ( | ) |
Accrued Interest |
|
| ( | ) |
|
| ( | ) |
|
| $ |
|
| $ |
| ||
| 13 |
| Table of Contents |
NOTE 6 – RELATED PARTY TRANSACTIONS
During the three months’ period ended March 31, 2023 and 2022, net cash proceeds of $
Promissory Notes Payable – related party
On June 18, 2019, the Company issued a promissory note at a principal amount of $
Convertible Notes Payable – related party
In August 2015, the Company issued an unsecured promissory note to an investor in the amount of $
Related Party Loans
During 2016, the Company received loans from the CEO and a member of the board of directors totaling $
Balances of all loans due to related parties as of March 31, 2023:
|
| Principal |
|
| Accrued Interest |
|
| Total |
| |||
Promissory note - related party (net of $17,594 discount) |
| $ |
|
| $ |
|
| $ |
| |||
Convertible notes – Related party |
|
|
|
|
|
|
|
|
| |||
Related Party Loans |
|
|
|
|
|
|
|
|
| |||
Total Related Parties Loans |
|
|
|
|
|
|
| $ |
| |||
NOTE 7 – LEASES
The Company’s right-of-use assets under
The company currently do not have any long-term operating lease. Our operating lease expenses of 0 and $
NOTE 8 – COMMITMENTS AND CONTINGENCIES
The Company is a party to three pending litigation matters. The Company does not believe it has any liability, nor has it accrued any liability as of March 31, 2023 and December 31, 2022 for the following:
One matter is entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc. The plaintiff initiated this litigation to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent. The Company does not operate outside the premises and has never signed any leases or other documents with the plaintiff. A judgment of eviction was entered, but the Company does not operate out of the premises in question and therefore did not appear in the matter to oppose the judgment of eviction. The plaintiff is also seeking unpaid rent in the amount of $
| 14 |
| Table of Contents |
The second matter is entitled Patricia Witthuhn v. Global Fashion Technologies, Inc. The plaintiff initiated this litigation to collect wages allegedly due pursuant to her employment with Avani Holdings LLC. The Company never hired Ms. Witthuhn and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, the Company cannot hire outside counsel for this litigation due to cash flow constraints. The amount being sought by the plaintiff is approximately $
The third matter is entitled William Corso v. Global Fashion Technologies, Inc. The plaintiff initiated this litigation to collect wages allegedly due pursuant to his employment with Avani Holdings LLC. The Company never hired Mr. Corso and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, the Company cannot hire outside counsel for this litigation due to cash flow constraints. The amount being sought by the plaintiff is approximately $
NOTE 9 – NET LOSS PER SHARE
Potentially dilutive securities are excluded from the calculation of net loss per share when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented.
Potentially dilutive securities were comprised of the following:
|
| March 31, 2023 |
|
| December 31, 2022 |
| ||
Warrants |
|
|
|
|
|
| ||
Options |
|
|
|
|
|
| ||
Convertible notes payable, including accrued interest |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
On April 26, 2023, Authentic Holdings, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Maybacks Global Entertainment LLC, an Arizona limited liability company (“Maybacks”), and the members of Maybacks. As a result of the transaction, Maybacks became a wholly-owned subsidiary of the Company.
The Company had evaluated subsequent events for recognition and disclosure as of May 15, 2023, when the financial statements were available to be issued. No other matters were identified affecting the accompanying financial statements and related disclosures.
| 15 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, market acceptance of our products and services, successful training and educational seminars, availability of capital, interest rates, competition, cybersecurity, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further, information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Overview
Authentic Holdings Inc. formerly Global Fiber Technologies, Inc. was incorporated in Nevada on March 25, 2005 as “Premier Publishing Group, Inc.”. Originally formed as a publishing company, the Company ceased its publishing operations in or around 2007.
The Company created 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 March 31, 2023 or 2022.
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 Authentic Holdings Inc. formerly 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 has 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.
On April 26, 2023, Authentic Holdings, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Maybacks Global Entertainment LLC, an Arizona limited liability company (“Maybacks”), and the members of Maybacks. As a result of the transaction, Maybacks became a wholly-owned subsidiary of the Company.
Our address is 50 Division Street Suite 500, Somerset NJ 08873. Our corporate website is http://globalfibertechnologies.com/.
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.
| 16 |
| Table of Contents |
Our Current Business
Authentic Holdings, Inc. comprises three separate subsidiaries. The Authentic Heroes, Inc. subsidiary has patented technology that takes the original event worn apparel from an iconic individual and creates “Fan-wear” collectibles containing fibers from that original. All of the Fan-Wear items have an embedded QR Code that registers the items on our Blockchain for its provenance and immutability.
The Authentic Heroes subsidiary is also in the business of creating vinyl records for distribution into retail department stores and online sales and has pressed 100,000 vinyls to date under the heading of “Old is Gold” Christmas.
The Authentic Heroes subsidiary also has completed an NFT Platform on the Etherium Blockchain capable of housing millions of NFTs. The NFT platform has minted 500,000 NFTs as part of free music NFT given away with its “Old is Gold” Christmas album.
Maybacks Global Entertainment is an Over the Air and Platform driven television network with 25 channels of various programs that include movies, sports, talk shows and live events. Many of those programs being proprietary content. Maybacks Global Entertainment will generate revenue through the placement of insert advertisements, revenue share programs, channel access fees and barter. Maybacks has agreements with “Local Now” Byron Allen’s National Network and several other networks looking to carry Maybacks programing.
Maybacks is looking to capitalize on the “cutting the cord” phenomenon and take advantage of its low operating costs and ability to offer free TV and channel access for established organizations at a fraction of what cable and satellite dish companies charge.
There are many Over the Air and platform driven television networks with greater financial resources and experience in running such as Sling TV which is owned by DISH Network as well as many other independent networks. We will compete with many firms, including corporations with large divisions, many of these companies have great financial, technical or marketing resources, longer operating histories, greater brand recognition or larger customer bases than we do and may be able to respond more effectively to changing business and economic conditions than we can.
| 17 |
| Table of Contents |
Results of Operations for the Three Months Ended March 31, 2023 and 2022.
Below is a summary of the results of operations for the three months ended March 31, 2023 and 2022.
|
| For the three months ended March 31, |
| |||||||||||||
|
| 2023 |
|
| 2022 |
|
| Change |
|
| % |
| ||||
REVENUE |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
| ||
COST OF REVENUES |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| |
GROSS PROFIT (LOSS) |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
OPERATING EXPENSES |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| |
General and administrative |
|
| 55,300 |
|
|
| 22,200 |
|
|
| 33,100 |
|
|
| 60 | % |
Depreciation and Amortization |
|
| 11,503 |
|
|
| 29,485 |
|
|
| (17,982 | ) |
|
| -156 | % |
Professional and Legal Fees |
|
| 14,113 |
|
|
| 32,250 |
|
|
| (18,137 | ) |
|
| -129 | % |
Research and Development |
|
| 33,865 |
|
|
| - |
|
|
| 33,850 |
|
|
| 100 | % |
Total Operating Expenses |
| $ | 114,766 |
|
| $ | 83,935 |
|
|
| 30,831 |
|
|
| 27 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
| (114,766 | ) |
|
| (83,935 | ) |
|
| (30,831 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE) |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
Income (Loss) on change in fair value of derivative liabilities |
|
| 1,046,847 |
|
|
| 570,008 |
|
|
| 476,839 |
|
|
| 46 | % |
Gain from extinguishment of debt |
|
| - |
|
|
| 15,856 |
|
|
| (15,856 | ) |
|
| -100 | % |
Interest expense and financing costs |
|
| (37,589 | ) |
|
| (15,501 | ) |
|
| (22,088 | ) |
|
| 59 | % |
Interest expense - related parties |
|
| (10,059 | ) |
|
| (95,401 | ) |
|
| 85,342 |
|
|
| -848 | % |
Total other income (expense) |
|
| 1,094,495 |
|
|
| 474,962 |
|
|
| 524,237 |
|
|
| 48 | % |
NET LOSS |
| $ | (1,209,261 | ) |
| $ | (391,027 | ) |
| $ | (818,234 | ) |
|
| 68 | % |
Revenue
We had no revenue for the three months ended March 31, 2023, and no revenue for the same period in 2022. We expect that revenue will increase in future quarters as a currently, we are in the process of re-building a more fortified, secure, and user-friendly platform for storing and claiming our future NFTs. We are also building a landing platform on top of our current NFT platform which will be an industry first. This platform’s purpose is to help NFT investors recapture the losses incurred on certain types of projects. In the process it will create substantial opportunities for us and will give us tremendous credibility in the Blockchain and NFT community. We expect to announce the completion of that project in late June and potentially launch it in late the July August timeframe.
We will also start work shortly on a project which will have its roots in the music industry that will include many artists and will be a game driven project with prizes awarded at the end of each contest period which could include free concert tickets, back-stage passes, airfare to and from the concert. The future is looking very bright for our NFT platform, and we fully expect it to become an integral part of our company.
| 18 |
| Table of Contents |
Operating expenses
Operating expenses increased/decreased by 27% in the amount of $ 30,831 for the three months ended March 31, 2023, compared to the same period in 2022. Listed below are the major changes to operating expenses:
General and administrative expense increased by $33,100 or 60% for the three months ended March 31, 2023, compared to the same period in 2022, primarily due to increase in travel expenses by $13,613 or 155% compared to previous year travel expenses, increase in various fillings fees and licenses $10,544 or 90% increase compared to previous year and increase in personnel expenses by $4,455 or 370% compared to previous year’s subcontractor expenses.
Depreciation and amortization decreased by $11,503 for the three months ended March 31, 2023, compared to the same period in 2022, primarily due to $16,667 amortization of right of use asset as a result of expiration of long-term lease.
Professional and legal fees decreased by $18,137 for the three months ended March 31, 2023, compared to the same period in 2022, primarily due to $17,000 decrease in investment consulting fees.
Product development increased by $33 865, for the three months ended March 31, 2023, compared to the same period in 2022, primarily due to development of additional service product lines during the first quarter of 2023..
Other Income
Other income decreased by $818, 234 for the three months ended March 31, 2023, compared to the same period in 2022, primarily as a result of the gain in the valuation of derivative liabilities.
Net Loss
We recorded a net loss of $1,209,261 for the three months ended March 31, 2023, as compared with a net loss of $ 391, 027 for the same in 2022.
Liquidity and Capital Resources
Since inception, the Company has financed its operations through private placements and convertible notes. The following is a summary of the cash and cash equivalents as of March 31, 2023 and December 31, 2022.
|
| March 31, 2023 |
|
| December 31, 2022 |
|
| $ Change |
|
| % Change |
| ||||
Cash and cash equivalents |
| $ | 228 |
|
| $ | 0 |
|
| $ | 228 |
|
|
| 100 | % |
| 19 |
| Table of Contents |
Summary of Cash Flows
Below is a summary of the Company’s cash flows for the three months ended March 31, 2023, and 2022.
|
| For the Three Months Ended March 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Net cash provided (used) in operating activities |
| $ | (125,670 | ) |
| $ | (94,616 | ) |
Net cash provided by (used in) investing activities |
|
| - |
|
|
| - |
|
Net cash provided by (used in) financing activities |
|
| 126,204 |
|
|
| 101,095 |
|
Net increase (decrease) in cash and cash equivalents |
| $ | 534 |
|
| $ | 6,479 |
|
Operating activities
Net cash used in operating activities was $125,670 during the three months ended March 31, 2023 and consisted of the net loss of $1,209,261 offset by the non-cash items for the three months ended March 31, 2023 of $ 1,083,591 consisted of gain in change in fair value of derivative liabilities $1,046,847 offset depreciation and amortization expenses $11,503. The significant change in operating assets and liabilities was $25,241 consisted of accounts payable and accrued expenses.
Net cash used in operating activities was $94,616 during the three months ended March 31, 2022 and consisted of net income of $391,027, offset by the non-cash items $ 573,378 for the three months ended March 31, 2022, consisted of gain in change in derivative liability of $570,008 and depreciation and amortization of $29,485 The significant change in operating assets and liabilities was accounts payable and accrued expenses $37,711and accrued interest expenses $22,294.
Investing Activities
The Company did not use any funds for investing activities during the three months ended March 31, 2023, and 2022
Financing activities
Net cash provided in financing activities for the three months ended March 31, 2023, and 2022 was $126,204 and $101,095 respectively, consisted of the following:
Three Months ended March 31, |
| 2023 |
|
| 2022 |
| ||
Advances from related parties |
| $ | 48,230 |
|
| $ | 41,095 |
|
Proceeds from unsecured loans |
|
| 12,500 |
|
|
| - |
|
Proceeds from issuance of common stock and warrants |
|
| 35,000 |
|
|
| 60,000 |
|
Net proceeds from convertible notes |
|
| 30,474 |
|
|
|
|
|
Net cash provided by financing activities |
| $ | 126,204 |
|
| $ | 101,095 |
|
Going Concern
The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $37,589,574 and a working capital deficit of $5,691,063 as of March 31, 2023 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.
| 20 |
| Table of Contents |
We currently do not see any need to raise additional capital at this time. Our current capital investors are on favorable terms, and we expect that we will be able to execute our business plan, grow the business and start generating greater revenue. We have no current plans to restrict our operations at this time. The Company may require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Off-Balance Sheet Arrangements
As of March 31, 2023, the Company had no off-balance sheet arrangements.
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are not required to provide the information required by this Item because we are a smaller reporting company.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
| 21 |
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As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.
| 1. | We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the three months ended March 31, 2023. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. |
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| 2. | We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness. |
To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. We have not remedied the material weaknesses as of March 31, 2023. The Company plans to take remedial action to address these weaknesses during the fiscal year ended 2023.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except the implementation of the controls identified above.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
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. the company does not operate out of the premises in question and has never signed any leases or other documents with the plaintiff. A judgment of eviction was entered, but The company does not operate out of the premises in question and therefore did not appear in the matter to oppose the judgment of eviction. The plaintiff is also seeking unpaid rent in the amount of $26,595.
The second matter is entitled Patricia Witthuhn v. Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to her employment with Avani Holdings LLC. The Company never hired Ms. Witthuhn and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $15,000.
The third matter is entitled William Corso v. Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to his employment with Avani Holdings LLC. The Company never hired Mr. Corso and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $40,000.
Item 1A. Risk Factors
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
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
N/A
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit Number |
| Description of Exhibit |
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101** |
| The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 formatted in Extensible Business Reporting Language (XBRL). |
** Provided herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
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| Authentic Holdings Inc. formerly Global Fiber Technologies, Inc. |
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| (Registrant) |
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Dated: May 22, 2023 |
| /s/ Christopher Giordano |
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| Christopher Giordano |
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| President, and Director |
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| (Principal Executive Officer) |
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Dated: May 22, 2023 |
| /s/ Paul Serbiak |
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| Paul Serbiak |
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| CEO, Treasurer, Director and Secretary |
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| (Principal Financial Officer and Principal Accounting Officer) |
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