AHRO 10-Q
Authentic Holdings, Inc. (AHRO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
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(Address of principal executive offices) |
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(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. ☒
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 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 | ☐ |
☐ | 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)
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.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
GLOBAL FIBER TECHNOLOGIES, INC.
(formerly ECO TEK 360, INC. and subsidiaries)
Condensed Consolidated Balance Sheets
As of June 30, 2022 and December 31, 2021
(Unaudited)
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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 |
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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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Subscription payable |
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Current liabilities from discontinued operations |
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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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| Table of Contents |
GLOBAL FIBER TECHNOLOGIES INC.
(formerly ECO TEK 360, INC. and subsidiaries)
Condensed Consolidated Statement of Operations
For the six and three moths ended June 30, 2022 and 2021
(Unaudited)
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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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Gain on extinguishment of debt - related party |
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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 expense |
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NET INCOME (LOSS) |
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Net loss 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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| Table of Contents |
GLOBAL FIBER TECHNOLOGIES, INC.
(formerly ECO TEK 360, INC. and subsidiaries)
Condensed Consolidated Statement of Stockholders' Deficit
June 30, 2022 and 2021
(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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| Accumulated |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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Balance December 31, 2020 |
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| 200,000 |
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Cancellation of Shares |
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Balance March 31, 2021 |
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Issuance of shares for services |
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Net loss during the quarter |
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Balance June 30, 2021 |
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Balance December 31, 2021 |
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Conversion of notes payable |
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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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Issuance of shares for conversion of notes |
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Stock warrants issued for cash |
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Net income (loss) |
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Balance June 30, 2022 |
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The accompanying notes are an integral part of these consolidated financial statements.
| 5 |
| Table of Contents |
GLOBAL FIBER TECHNOLOGIES, INC.
(formerly ECO TEK 360, INC. and subsidiaries)
Condensed Consolidated Statements of Cash flows
For the three months ended June 30, 2022 and 2021
(Unaudited)
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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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Conversion of notes payable to equity |
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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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Changes in operating assets and liabilities: |
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Bank Indebtedness |
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Expense paid for subsidiary |
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Advances |
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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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CASH FLOWS FROM INVESTING ACTIVITIES |
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Advances from related party |
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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 stock warrants |
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Proceeds from issuance of common stock |
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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 convetible notes settlement |
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The accompanying notes are an integral part of these consolidated financial statements.
| 6 |
| Table of Contents |
GLOBAL FIBER TECHNOLOGIES, INC.
(FORMERLY ECO TEK 360, INC.)
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2022
(Unaudited)
NOTE 1 - DESCRIPTION OF BUSINESS AND GOING CONCERN
Global Fiber Technologies, Inc. (“the Company”) was incorporated in Nevada on March 25, 2005. As of June 30, 2022 and December 31, 2021, the Company had
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 March 31, 2022 and December 31, 2021, 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
On January 27, 2022, Authentic Heroes, Inc. entered a joint venture with Maestro entertainment Corp. (“Maestro) and form a joint venture enterprise with a business name “Apogee Music and Entertainment”. The venture business purpose will be to manufacture, distribute, market and sell sound recordings solely in the form of long-playing vinyl music records through traditional brick and mortar retail locations in and throughout the United States of America, by means of direct-to-consumer retail sales initiated through a range of media platforms broadcasting in and directed to consumers. Both authentic Heroes and Maestro are to contribute $
On March 29, 2022 Authentic Heroes, Inc entered into joint venture agreement with InvenTel.tv LLC to enter into association of mutual benefit and agree to jointly invest and set up a joint venture enterprise for the purpose of music creation and distribution of genre based music and music by individual artists utilizing the Maestro entertainment catalogue.
On April 18, 2022, Authentic Heroes Inc. entered into a joint venture agreement with N.S.UC. Entertainment Group, LLC and created a Limited Liability Corporation Above the Beats Entertainment dba ATB Entertainment, under the operating agreement to engage in various activities in the industry of the music including but not limited to live concerts, podcasts, Non-Fungible Tokens, physical memorabilia utilizing patent protected manufacturing processes, and the licensing of talent within the music industry. Authentic Heroes will hold
On May 2, 2022, Authentic Heroes, Inc. (“Authentic Heroes”), a wholly owned subsidiary of Global Fiber Technologies, Inc., (the “Company”), entered into a License Agreement (the “License Agreement”) with the Company’s Chief Executive Officer and Director, Paul Serbiak (“Serbiak”).
Pursuant to the License Agreement, Serbiak agreed to provide Authentic Heroes with an exclusive license to use certain of Serbiak’s intellectual property rights, including Patent No. US 10,781,539 B2 entitled “AUTHENTICATABLE ARTICLES, FABRIC AND METHOD OF MANUFACTURE” and of the invention therein described, for products in the sports and music memorabilia business.
In exchange for such license,
| 7 |
| Table of Contents |
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 April 15, 2022, for the years ended December 31, 2021, and 2020.
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 $
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
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.
Advances
Advances made to the parties in a Joint Venture as part of company’s initial investment. Advances as of June 30, 2022, and December 31, 2021, $
| 8 |
| Table of Contents |
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 |
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Furniture and Fixtures |
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Forklift |
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| December 31, 2021 |
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Furniture and Equipment |
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Forklift |
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Less accumulated depreciation |
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Depreciation expense amounted to $
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 six months ended June 30, 2022, and 2021, 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
The following table sets forth the amortization for the intangible assets at June 30, 2022 and December 31, 2021.
|
| June 30, 2022 |
|
| December 31, 2021 |
| ||
|
|
|
|
|
|
| ||
Patent |
| $ |
|
| $ |
| ||
Websites |
|
|
|
|
|
| ||
Royalties |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less accumulated amortization |
|
| ( | ) |
|
| ( | ) |
|
| $ |
|
| $ |
| ||
Amortization expense amounted to $
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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| Table of Contents |
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 June 30, 2022, and December 31, 2021, 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 2017 through 2021.
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 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.
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.
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.
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Fair Value
FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price 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 June 30, 2022, and December 31, 2021, 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.
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.
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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.
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
Common Stock
As of June 30, 2022, and December 31, 2021, the Company had
During the six months ended June 30, 2022, the company issued
During the six months ended June 30, 2021, the Company issued
NOTE 4 - NOTES PAYABLE
Unsecured Notes Payable
The balances of unsecured notes as of June 30, 2022 and December 31, 2021, was $
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| Table of Contents |
Convertible Notes Payable - related party
In August 2015, the Company issued an unsecured promissory note to an investor in the amount of $
Promissory Notes Payable - related party
On June 18, 2019, the Company issued a promissory note at a principal amount of $
Convertible Notes Payable
During the six months ended June 30, 2022, the company converted a total $
There was no conversion of notes during the first quarter ending June 30, 2021.
NOTE 5 - RELATED PARTY TRANSACTIONS
During the six months period ending June 30, 2022, and 2021 net cash proceeds $
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.
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Potentially dilutive securities were comprised of the following:
|
| June 30, 2022 |
|
| December 31, 2021 |
| ||
|
|
|
|
|
|
| ||
Warrants |
|
|
|
|
|
| ||
Options |
|
|
|
|
|
| ||
Convertible notes payable, including accrued interest |
|
|
|
|
|
| ||
|
|
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|
|
| ||
NOTE 8 - SUBSEQUENT EVENTS
Subsequent to June 30, 2022, the Company borrowed an additional $
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| Table of Contents |
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.
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| Table of Contents |
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.
On April 18, 2022, Authentic Heroes Inc. entered into a joint venture agreement with N.S.UC. Entertainment Group, LLC and created a Limited Liability Corporation Above the Beats Entertainment dba ATB Entertainment, under the operating agreement to engage in various activities in the industry of the music including but not limited to live concerts, podcasts, Non-Fungible Tokens, physical memorabilia utilizing patent protected manufacturing processes, and the licensing of talent within the music industry. Authentic Heroes will hold 70% interest in the Joint venture. As of June 30, 2022, there are significant activities with the Joint Venture.
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 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.
We are also in the process of printing Vinyl Records from a catalogue of 17,000 Master Recordings in Joint Venture with Maestro Entertainment. We have bought the raw materials necessary to create vinyl records and we are in the process of seeking out purchase orders for a music compilation that has been completed and ready to distribute into both brick-and-mortar retail stores as well as selling directly from our e-commerce site.
In addition, we anticipate in the future when finances allow to operate a fiber rejuvenation facility. the plans are to offer 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.
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.
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| Table of Contents |
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.
The company has also completed the coding of three separate smart contracts based on the Ethereum Blockchain The smart contracts ERC 721, 721a and ERC 1155 are 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”)
On May 2, 2022, Authentic Heroes, Inc. (“Authentic Heroes”), a wholly owned subsidiary of Global Fiber Technologies, Inc., (the “Company”), entered into a License Agreement (the “License Agreement”) with the Company’s Chief Executive Officer and Director, Paul Serbiak (“Serbiak”).
Pursuant to the License Agreement, Serbiak agreed to provide Authentic Heroes with an exclusive license to use certain of Serbiak’s intellectual property rights, including Patent No. US 10,781,539 B2 entitled “AUTHENTICATABLE ARTICLES, FABRIC AND METHOD OF MANUFACTURE” and of the invention therein described, for products in the sports and music memorabilia business.
In exchange for such license, Authentic Heroes agreed to (i) pay Serbiak $100 within ten business days of License Agreement and a fee of $10,000 on or before January 1, 2023, (ii) pay Serbiak royalties of 1% of the revenue generated from the sale of the products amounting to at least $3,000,000 in revenue at year three of the License Agreement and another 1% of the revenue generated from the sale of the products amounting to at least $10,000,000 in revenue at year five (5) of the License Agreement. If Authentic Heroes fails to achieve at least $3,000,000 in revenue at year three or $10,000,000 in revenue at year five from this date of the License Agreement, then the exclusive license shall be a non-exclusive license.
Results of Operations
The following summary of our results of operations, for the six months ended June 30, 2022, should be read in conjunction with our financial statements, as included in this Form 10-Q.
Comparative six months period ending June 30, 2022 and 2021 for revenues and operating expenses.
|
| 2022 |
|
| 2021 |
|
| Change |
|
| % |
| ||||
Revenue |
| $ | - |
|
| $ | 193 |
|
| $ | 193 |
|
|
| -100 | % |
Cost of Revenue |
|
| - |
|
|
| (2,249 | ) |
|
| 2,249 |
|
|
| -100 | % |
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
| (52,281 | ) |
|
| (74,241 | ) |
|
| 21,960 |
|
|
| -29.58 | % |
Depreciation and amortization |
|
| (58,970 | ) |
|
| (58,970 | ) |
|
| - |
|
|
| 0.00 | % |
Professional Fees |
|
| (51,349 | ) |
|
| - |
|
|
| (51,349 | ) |
|
| -100 | % |
Stock based compensation |
|
|
|
|
|
| (10,000 | ) |
|
| 10,000 |
|
|
| 100 | % |
Gain from extinguishment of debt |
|
| 15,856 |
|
|
| - |
|
|
| 15,856 |
|
|
| -100 | % |
Loss (gain) on derivative valuation |
|
| 478,754 |
|
|
| 157,825 |
|
|
| 320,929 |
|
|
| 203.34 | % |
Interest and Financing cost |
|
| (35,102 | ) |
|
| (41,121 | ) |
|
| 6,019 |
|
|
| -14.64 | % |
Interest expense related parties |
|
| (102,834 | ) |
|
| - |
|
|
| (102,834 | ) |
|
| -100 | % |
Other expense |
|
| (3,750 | ) |
|
| - |
|
|
| (3,750 | ) |
|
| -100 | % |
Net Income (Loss) |
|
| 190,324 |
|
|
| (28,563 | ) |
|
|
|
|
|
|
|
|
For the six months ended June 30, 2022, we have no revenues and in 2021 revenue was minimal this is primarily due to company refocusing its operations toward the new business with Authentic Heroes and NFTS. Our operating expense for the six months ended June 30, 2022, compared to 2021, have increase by $19,389 or 14%. This is primarily due to various Professional and consulting fees incurred during the six months period amounting to approximately $51,349. We did not incur such fees in the previous year.
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| Table of Contents |
Other Income consist of derivative valuation gain of $478,754 and $157,825 for the six months period ending June 30, 2022, and 2021 respectively. We also recognized gain from extinguishing of convertible notes because of conversion to common stock.
Liquidity and Capital Resources
The following table provides selected financial data about our company as of June 30, 2022 and December 31, 2021, respectively.
Working Capital
|
| June 30 2022 |
|
| December 31, 2021 |
|
| Change |
|
| % |
| ||||
Current Assets |
| $ | 350,622 |
|
| $ | - |
|
| $ | (6,479 | ) |
|
| 100 | % |
Current Liabilities |
| $ | (3,736,216 | ) |
| $ | (3,853,273 | ) |
|
| (117,057 | ) |
|
| (13.92 | )% |
Net working capital deficit |
| $ | (3,385,594 | ) |
|
| (3,853,273 | ) |
| $ | 467,679 |
|
|
| (12.14 | )% |
Our working capital deficit decreased as of June 30, 2022, as compared to December 31, 2021, due mainly to the decrease in the valuation of derivative liabilities.
Cash Flows
|
| Six Months Ended |
|
|
|
|
| |||||||||
|
| June 30, |
|
|
|
|
| |||||||||
|
| 2022 |
|
| 2021 |
|
| Change |
|
| % |
| ||||
Cash Flows used in Operating Activities |
| $ | (473,793 | ) |
| $ | (156,996 | ) |
| $ | (316,797 | ) |
|
| (201 | )% |
Cash Flows used in Investing Activities |
| $ | - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Cash Flows provided by Financing Activities |
| $ | 503,437 |
|
|
| 150,164 |
|
|
| (353,273 | ) |
|
| (235 | )% |
Net Change in Cash During Period |
| $ | 25,622 |
|
|
| (6,832 | ) |
|
| (6,832 | ) |
|
| (475 | )% |
Cash Flow from Operating Activities
During the six months ended June 30, 2022
The net cash used in operating activities for the six months ended June 30, 2022 of $473,793 was attributed by the total net income of $190,324, offset by gain in change in derivative liability of $478,754 and decrease by increase in Advances $325,000.
Cash Flow from Investing Activities
The Company use $4,022 to purchased office equipment in June 2022 and did not use any funds for investing activities during the six months ended June 30, 2021.
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Cash Flow from Financing Activities
Net cash from financing activities was $503,437 for the six months ended June 30, 2022. Due to proceeds from convertible notes $354,777, Proceeds received from accredited investors for purchase of warrants to purchase common stocks $60,000 and proceeds of $33,439 from related parties. Previous year ending June 30, 2021 period $20,000 proceeds received from related parties.
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, 2021 and 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.
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 June 30, 2022. 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:
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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 June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
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 | XBRL Instance Document |
| ||||||
101.SCH | XBRL Taxonomy Extension Schema Document |
| ||||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| ||||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| ||||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| ||||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
___________
* Filed herewith.
** Furnished herewith
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SIGNATURES
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: August 19, 2022 | /s/ Christopher Giordano |
|
Christopher Giordano |
| |
President |
| |
(Principal Executive Officer) |
| |
|
| |
Dated: August 19, 2022 | /s/ Paul Serbiak |
|
Paul Serbiak |
| |
Chief Executive Officer |
| |
(Principal Financial Officer and Principal Accounting Officer) |
|
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