Authentic Holdings, Inc 10-Q for FY2020 Q2

Authentic Holdings, Inc. (AHRO)

10-Q 2021-09-24 For: 2020-06-30

Added on April 06, 2026

About this 10-Q

Authentic Holdings, Inc filed this 10-Q on September 24, 2021, covering the quarter ended June 30, 2020 (FY2020 Q2).

Headline figures

Quarter ended June 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $4111; compared with $0 a year earlier
Net loss: $75.49K; compared with a net loss of $280.95K a year earlier

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Nevada		11-3746201
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

50 Division Street Suite 501 Somerville, New Jersey		08873
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24

SIGNATURE		25

	June 30, 2020			December 31, 2019
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	4,736		$	4,794
Prepaid interest and deposits		42,542			96,214
Inventories		60,815			60,815
Total Current Assets		108,093			161,824
Operating lease right-of-use assets		15,793			46,971
Property and equipment, net		188,065			213,037
Intangible assets		68,620			69,284
TOTAL ASSETS	$	380,571		$	491,116
LIABILITIES AND STOCKHOLDERS DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		247,063			211,245
Accrued compensation		501,250			501,250
Unsecured notes and accrued interest payable		223,091			223,091
Convertible notes and accrued interest - net of debt discount of $0 and $52,720, respectively		-			488,865
Convertible notes and accrued interest - related party		68,500			67,500
Promissory note and accrued interest - related party		281,835			278,168
Derivative liabilities		340,070			989,813
Advances from related parties		123,076			124,558
Related party loans and accrued interest		247,283			244,681
Subscription payable		100,000			100,000
Operating lease liabilities		46,971			46,971
Current liabilities from discontinued operations		84,281			84,281
Total Current Liabilities		2,263,420			3,360,423
Stockholders Deficit
Preferred stock, Class B, $0.001 par value, 1,000,000 shares authorized, 200,000 shares issued and outstanding		200			200
Common stock $0.001 par value, 1,000,000,000 shares authorized, 1,253,239,584 and 26,446,236 shares issued and outstanding, 147,619,000 and 6,688,666 issuable as of June 30, 2020 and December 31, 2019, respectively		1,253,239			26,446
Additional paid-in capital		29,789,771			29,789,471
Accumulated deficit		(32,926,059	)		(32,685,425	)
Stockholders' deficit		(1,882,849	)		(2,869,306	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	380,571		$	491,116

	Three Months ended						Six Months ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019

REVENUE	$	4,111		$	-		$	6,027		$	-
COST OF REVENUES		855						3,860
GROSS PROFIT (LOSS)		3,256						2,167
OPERATING EXPENSES
General and administrative		49,637			68,655			149,483			227,129
Depreciation and Amortization		28,407						56,814
Consulting fees share expense		-						-
Officer salaries and compensation		-						-
Stock based compensation		700						700			83,574
Gain from extinguishment of debt		-						-			(12,041	)
Gain on extinguishment of debt - related party		-			-			-			-
Total Operating Expenses		78,744			68,655			206,997			298,662

LOSS FROM OPERATIONS		(75,488	)		(68,655	)		(204,830	)		(298,662	)

OTHER EXPENSE
Loss on change in fair value of derivative liabilities		-			-			-			-
Interest expense and financing costs		-			208,254			35,806			380,664
Interest expense - related parties		-			4,043			-			7,645
Total other expense		-			208,254			35,806			388,309

NET LOSS		(75,488	)		(280,952	)		(240,636	)		(686,971	)

Net loss per share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.03	)

Weighted average common shares outstanding		996,739,513			22,262,214			561,901,598			21,741,590

											Additional					Total
	Class B Preferred Stock				Common Stock						Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficiency
Balance December 31, 2019		200,000	$	200		26,446,236		$	26,446		$	29,789,473	$	(32,685,425	)	$	(2,869,306	)
Conversion of notes payable						432,129,278			431,729								431,729
Isssuance of common for services						700,000			700								700
Cancellation of shares						(300,000	)		(300	)		300					-
Net loss for the quarter														(165,148	)		(165,148	)
Balance March 31,2020		200,000	$	200		458,975,514		$	458,575		$	29,789,773	$	(32,850,573	)	$	(2,602,025	)
Conversion of notes payable						794,664,070			794,664								794,664
Net loss during the quarter														(75,488	)		(75,488	)
Balance June 30, 2020		200,000	$	200		1,253,639,584		$	1,253,239		$	29,789,773	$	(32,926,061	)	$	(1,882,849	)

Balance December 31, 2018		200,000	$	200		21,144,593		$	21,145		$	29,335,171	$	(31,023,302	)	$	(1,666,786	)
Options issued for consulting services												83,574					83,574
Common stock issuable for settlement of a convertible note		-		-		70,588			71			5,576		-			5,647
Debt discount - Convertible promissory note and warrants		-		-		-			-			217,500					217,500
Net loss for the quarter end March 31, 2019														(406,019	)		(406,019	)
Balance - March 31, 2019		200,000	$	200		21,215,181		$	21,216		$	29,641,821	$	(31,429,321	)	$	(1,766,084	)
Common stock issued for cash						190,000			190			43,310					43,500
Common stock issue for repayment of related party loan						50,000			50			12,450					12,500
Acquisition of assets from related party						6,400,000			6,400								6,400
Debt discount - Convertible promissory note and warrants												102,000					102,000
Net loss for the quarter end June 30, 2019														(280,952	)		(280,952	)
Balance June 30, 2019		200,000	$	200		27,855,181		$	27,856		$	29,799,581	$	(31,710,273	)	$	(1,882,636	)

	2020			2019
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(240,636	)	$	(686,971	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Gain from extinguishment of debt					(12,041	)
Depreciation - Property and equipment		24,972			190
Depreciation - Operating lease right-of-use assets		31,178
Amortization - Intangible assets		664
Expenses paid for directly by related party					25,396
Amortization of debt discount		27,486			358,722
Stock based compensation expense					83,574
Stock issued for services
Changes in operating assets and liabilities:
Bank Indebtedness					6
Expense paid for subsidiary					(16,336	)
Prepaid interest and deposits		53,672			(13,039	)
Accounts payable and accrued expenses		35,818			(43,974	)
Accrued interest		5,787			29,588
Net cash used in operating activities		(61,058	)		(274,885	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible promissory note, net		61,000			319,500
Proceeds from issuance of common stock					43,500
Proceeds from subscriptions payable					80,000
Proceeds from unsecured loans
Repayment of convertible notes					(135,000	)
Repayment of unsecured loans					(62,425	)
Net cash provided by financing activities		61,000			245,575
Net change in cash and cash equivalents		(58	)		(29,310	)
Cash and cash equivalents - beginning of period		4,794			29,310
Cash and cash equivalents - end of period	$	4,736		$	-
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activity:
Related party loans converted to equity	$	-		$	-
Shares issued for related party loan	$	-		$	12,500
Increase in prepaid expense from stock issuance	$	-		$	-
Acquisition of assets from related party through the issuance of common stock and a note	$	-		$	275,277
Common stock issued for conversion of convertible notes	$	1,226,393		$	5,647
Debt discount from derivative liabilities	$	-		$	-
Beneficial conversion feature	$	-		$	181,099
Warrant granted in conjunction with convertible notes recognized as debt discount	$	-		$	138,401

	June 30, 2020		December 31, 2019
Raw Material	$	13,631	$	13,631
Finished Goods		47,184		47,184
	$	60,815	$	60,815

Equipment	5 Years
Furniture and Fixtures	7 Years
Forklift	3 Years

	June 30,			December 31,
	2020			2019
Furniture and Equipment	$	218,315		$	218,315
Forklift		20,433			20,433
		238,748			238,748
Less accumulated depreciation		(50,683	)		(25,711	)
	$	188,065		$	213,037

·	During the first quarter of 2020 the company convertible promissory notes Principal balance $596,863 and accrued interest of $37,336 was converted to equity and issued a total of 431,729,278 shares of common stock.

·	During the 2^nd quarter of 2020 the company’s convertible promissory notes Principal balance $173,500 and accrued interest of $16,142 was converted to equity and issued a total of 794,664,070 shares of common stock. As a result of this conversion a total of $649,742 derivative liabilities was settled.

·	On January 8, 2019, the Company issued 70,588 common shares valued at $0.08 per share for a total of $5,647 to repay the outstanding amount of a convertible note of $17,688, resulting in a gain from debt extinguishment of $12,041.

·	On May 10, 2019, the Company issued 50,000 common shares valued at $0.25 for $12,500 to repay the loan from the President and Director of the Company.

·	In May 2019, the Company issued 190,000 common shares for cash proceeds of $43,500.

·	On June 18, 2019, the Company issued 6,400,000 common shares valued at $0.001 par value for total of $6,400 as partial consideration for the acquisition of assets from AH Original, Inc. (“AOH”), a common controlled corporation owned by the same owner group of the Company.

·	On July 1, 2019, the Company issued 400,000 shares of common stock valued at $80,000, based on market price on the issuance dates, as partial consideration to a corporation for investor relations services.

·	On October 16, 2019, the Company issued 700,000 shares of common stock valued at $53,200, based on market price on the issuance dates, as partial consideration to a corporation for consulting services.

·	During the year ended December 31, 2019, the Company issued 6,072,221 shares of common shares to convert the principal amount of $152,887 and accrued interest of $15,895 of convertible notes.

	Three Months Ended June 30, 2020

Fair value of common stock at measurement date	$	0.20-$0.49
Expected term at issuance	2years-5years
Expected average volatility	324%-631		%
Expected dividend yield		-
Risk-free interest rate	2.33%-2.57		%

	Number of		Weighted Average
	Shares		Exercise Price
Balance as of December 31, 2017		-	$	-
Granted		112,238		0.35
Exercised		-		-
Forfeited		-		-
Balance as of December 31, 2018		112,238	$	0.35
Granted		1,038,125		0.28
Exercised		-		-
Forfeited		-		-
Balance as of December 31, 2019		1,150,363	$	0.30
Granted		-		-
Exercised		-		-
Forfeited		-		-
Balance June 30, 2020		1,150,363		0.30

	June 30,			December 31,
	2020			2019
Patent	$	9,223		$	9,233
Websites		10,690			10,690
Royalties		50,000			50,000
Less accumulated amortization		(971	)		(639	)
	$	68,942		$	69,284

Year Ending December 31:
2020	$	11,865
Thereafter		35,595
Total minimum future rentals	$	47,460

	June 30, 2020			December 31, 2019			Change			%
Current Assets	$	108,093		$	161,824		$	(53,731	)		-33	%
Current Liabilities	$	2,263,420		$	3,360,423			(325,944	)		-33	%
	$	(2,155,327	)		(3,198,600	)	$	(1,043,273	)		-33	%

Exhibit Number	Description	Incorporated by Reference
		Form	Exhibit	Filing Date
(3)	(i) Articles of Incorporation (ii) Bylaws
3.1	Articles of Incorporation, as filed with the Nevada Secretary of State	SB-2	3.1	November 29, 2005
3.2	Certificate of Designations, Rights and Preferences of the Class C Preferred Stock	8-K	10.5	August 10, 2010
3.3	Certificate of Amendment filed by Global Fashion Technologies, Inc. with the Secretary of the State of Nevada on August 6, 2014	8-K	5.1	August 7, 2014
3.4	Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, as filed with the Secretary of the State of Nevada on August 6, 2014	8-K	5.2	August 7, 2014
3.5	Certificate of Amendment filed with the Secretary of the State of Nevada on January 10, 2017	8-K	5.1	January 23, 2017
3.6	Certificate of Amendment filed with the Secretary of the State of Nevada on April 18, 2019.	8-K	5.1	May 7, 2019
3.7	By-Laws adopted February 14, 2017	8-K		February 22, 2017
(10)	Material Contracts
10.1	May 28, 2019 Asset Purchase Agreement between the Company and AH Originals, Inc.	8-K	10.1	May 29, 2019
(14)	Code of Ethics
14.1	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
31.1*	Section 302 Certification by the Principal Executive Officer
31.2*	Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1**	Section 906 Certification by the Principal Executive Officer
32.2**	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

		GLOBAL FIBER TECHNOLOGIES, INC.
		(Registrant)

Dated: September 15, 2021		/s/ Christopher Giordano
		Christopher Giordano
		President
		(Principal Executive Officer)

Dated: September 15, 2021		/s/ Paul Serbiak
		Paul Serbiak
		Chief Executive Officer
		(Principal Financial Officer and Principal Accounting Officer)

1.	I have reviewed this quarterly report on Form 10-Q of Global Fiber Technologies, Inc.;

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

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

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

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

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

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

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

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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

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

Dated: November 19, 2019		/s/ Christopher Giordano
		Christopher Giordano
		President
		(Principal Executive Officer)

Dated: November 19, 2019		/s/ Paul Serbiak
		Paul Serbiak
		Chief Executive Officer
		(Principal Financial Officer and Principal Accounting Officer)

	(1)	the quarterly report on Form 10-Q of Global Fiber Technologies, Inc. for the period ended September 30, 2019 (the ”Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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