UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the fiscal year ended
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the transition period from ___ to ___ | |
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Commission file number | |
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Name of Each Exchange On Which Registered |
N/A |
| N/A |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value |
(Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐
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 last 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | ||
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| 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter of 2022 was $
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
TABLE OF CONTENTS
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| Table of Contents |
Forward Looking Statements
This annual report on Form 10-K and the documents incorporated by reference herein contain forward-looking statements that are not statements of historical fact and may involve a number of risks and uncertainties. These statements related to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our future prospects, developments and business strategies.
We have used the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “predict,” “project” and similar terms and phrases, including references to assumptions, in this annual report on Form 10-K and our incorporated documents to identify forward-looking statements. These forward-looking statement are made based on expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
| · | General economic and industry conditions; |
| · | Out history of losses, deficits and negative operating cash flows; |
| · | Our limited operating history; |
| · | Industry competition; |
| · | Environmental and governmental regulation; |
| · | Protection and defense of our intellectual property rights; |
| · | Reliance on, and the ability to attract, key personnel; |
| · | Other factors including those discussed in “Risk Factors” in this annual report on Form 10-K and our incorporated documents. |
You should keep in mind that any forward-looking statement made by us in this annual report or elsewhere speaks only as of the date on which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this annual report after the date of filing, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that any forward-looking statement made in this annual report or elsewhere might not occur.
In this annual report on Form 10-K, the terms “Authentic Holdings.” “Company,” “we,” “us” and “our” refer to Authentic Holdings, Inc. and its subsidiaries.
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PART I
Item 1. Business
General 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 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 December 31, 2022 and 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 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.
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.
Our Current Business
Authentic Holdings, Inc. comprises two 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.
Competition
Authentic Heroes competes in the fan wear and memorabilia markets. 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. The nature and degree of competition varies with the customer and the market. Industry statistics are not available.
ECOTEK 360 is in the uniform and related products segment, 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. The nature and degree of competition varies with the customer and the market. Industry statistics are not available.
Competitive pricing may require us to reduce our future prices, which would impact future profitability or result in lost sales. Our competitors, many of whom have greater resources than we do, may be better able to withstand these price reductions and lost sales.
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Seasonality
We do not have a seasonal business cycle.
Employees
We have no employees. Our officers and directors furnish their time to the development of the Company at no cost and intend to do whatever work is necessary in order to generate revenues. We do not foresee hiring any employees in the near future.
Research and Development
We have not incurred any research and development expenditures over the last two fiscal years.
Intellectual Property
On May 2, 2022, Authentic Heroes, Inc. (“Authentic Heroes”), a wholly owned subsidiary of Authentic Holdings, 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.
The patent is at the core our manufacturing process. In addition, we utilize trade secrets in combination with our patented manufacturing process that allows what we believe are market advantages.
WHERE YOU CAN FIND MORE INFORMATION
You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available from the SEC website at www.sec.gov.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Properties
Our principal business and corporate address is 50 Division Street Suite 501Somerset NJ 08876; our telephone number is (973) 390-0072. Our facilities are leased on a month-to-month basis at a price of $5,280 per month.
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Item 3. Legal Proceedings
From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of the filing of this Annual Report, our company is party to three pending litigation matters.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common shares are listed for quotation on the OTC Markets under the symbol “AHRO”.
Our shares are issued in registered form. Signature Stock Transfer, Inc., 114673 Midway Road, Suite 220, Addison TX 75001 (Telephone: (972) 612-4120) is the registrar and transfer agent for our common shares.
On , the shareholders’ list showed registered shareholders with common stock outstanding.
Dividend Policy
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Equity Compensation Plan Information
We do not have any equity compensation plans.
Recent Sales of Unregistered Securities
During the year ended December 31, 2022, the Company issued 2,222,222 shares of common shares for cash payment of $65,000 and 104,965,118 shares to convert the principal amount of $255,370 of convertible notes principal and interest. These issuances were exempt under Section 4(a)(2) of the Securities Act.
During the year ended December 31, 2021, the Company issued 1,000,000 shares of common shares for payment of services for $10,000 and 195,970,738 shares to convert the principal amount of $ 205,777 of convertible notes principal and interest. These issuances were exempt under Section 4(a)(2) of the Securities Act.
Stock Options
There were no stock options issuance during the years ended December 31, 2022 and 2021. All stock options issuance previous to 2020 were either exercise or expired.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended December 31, 2022 and 2021
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Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this annual 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 4include but are not limited to those discussed below and elsewhere in this annual report.
Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Our Current Business
The Company’s business plan is to operate two separate subsidiaries.
| 1. | Authentic Heroes is a company with proprietary know-how and patented technology that is currently operating in the memorabilia industry. 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 their 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. We plan on selling our inventory in the coming month of June for the “Christmas in July” them celebrated in retail stores. |
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.
| 1. | Ecotek360 is a fiber rejuvenation technology company. It plans on offering branded fabrics, apparel and uniforms to the corporate, hotel, hospital and military markets and is still in the development stage but running testing in the joint venture with Fiber Conversion Inc a joint development partner in Broadalbin NY. Ecotek360 is still in development stage |
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| 2. | Eco Chain, Inc is also in the development stage and its business plan is to operate as an intermediary providing an expedited trading platform for buyers and sellers to efficiently consummate fiber transactions. |
Plan of Operations and Cash Requirements
Our financial statements have been prepared to assume that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect to require additional capital to meet our long-term operating requirements. We want to raise additional capital through, among other things, the sale of equity or debt securities.
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The following summary of our results of operations, for the year ended December 31, 2022, should be read in conjunction with our financial statements, as included in this Form 10-K.
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| For the year Ended December 31, |
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| 2022 |
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| 2021 |
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| Change |
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Revenue |
| $ | - |
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| $ | 5,854 |
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| $ | (5,854 | ) |
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| -100.00 | % |
Cost of Revenue |
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| - |
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| 63,814 |
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| (63,814 | ) |
|
| -100.00 | % |
Operating Expenses |
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| - |
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| (57,960 | ) |
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| 57,960 |
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General and administrative expenses |
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| 164,252 |
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| 88,759.00 |
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| 75,493 |
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| 85.05 | % |
Depreciation and amortization |
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| 91,226 |
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| 118,673 |
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| (27,447 | ) |
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| -23.13 | % |
Professional Fees and Consulting |
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| 94,255 |
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| 65,978.00 |
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| 28,777 |
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| 42.86 | % |
Research and Development |
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| 65,315 |
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| - |
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| 65,315 |
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|
| 100 | % |
Stock based compensation |
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|
| 10,000 |
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| (10,000 | ) |
|
| 100.00 | % |
Total Operating expenses |
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| 415,048 |
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| 283,410 |
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| 131,638 |
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| 46.45 | % |
Loss from Operations |
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| (415,048 | ) |
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| (341,370 | ) |
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| (73,678 | ) |
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| 21.58 | % |
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Other expense (Income) |
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Gain from extinguishment of debt |
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| (15,856 | ) |
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| - |
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| (15,856 | ) |
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| -100.00 | % |
Loss (gain) on derivative valuation |
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| 549,957 |
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| 841,322 |
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| (291,364.76 | ) |
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| -34.63 | % |
Interest and Financing cost |
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| 116,727 |
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| 195,687.00 |
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| (78,959.82 | ) |
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| 40.35 | % |
Interest expense related parties |
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| 82,156 |
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| 22,858.00 |
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| 59,298.24 |
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| 259.42 | % |
Other expense |
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| 9,750 |
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| 0 |
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| 9,750 |
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| -100 | % |
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Net Loss |
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| (1,157,783 | ) |
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| (1,401,237.00 | ) |
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| 243,454.34 |
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| -17.37 | % |
For the year ended December 31, 2022, and December 31, 2021, we recognized revenue of $0 and $5,854 respectively.
We have no cost of revenue for the year ending December 31, 2022. In the year ended December 31, 2021, our cost of revenue consisted of the entire inventory, which was sold on a fire sale during the year.
For the year ended December 31, 2022, we incurred $164,252 in general and administrative expenses, $91,226 Depreciation and Amortization, and $94,255 in consulting fees, 65,315 in Research and Development resulted in in a net operating loss of $ 415,048 from operations. Other expenses include (15,856) for Gain from extinguishment of debt, $549,957.24 derivative valuation loss, $ 116,727.18 financing cost, and $82,156.24 of interest expense on related parties' notes payable.
For the year ended December 31, 2021, we incurred $ 88,759.00 in general and administrative expenses, $118,673 in Depreciation and Amortization, $65,978.00 in Professional fee & Consulting and $10,000 in Stock based compensation, resulted in in a net operating loss of $341,370 from operations. Other expenses include $841,322 derivative valuation loss, $195,687 financing cost, and $22,858 interest expense on related parties' notes payable.
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The increase in net loss of $ 243,454 during the year ended December 31, 2022, compared to the year ended December 31, 2021, was mainly attributed to the increase in operating cost by $ 73,678, the decrease of loss on change in fair value of derivative liabilities by $ 291,365, decrease in financing cost $78,960 and the increase in interest expenses to related party notes $ 59,298.
Liquidity and Capital Resources
The following table provides selected financial data about our company as of December 31, 2022 and December 31, 2021, respectively.
Working Capital
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| December 31 |
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| 2022 |
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| 2021 |
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| Change |
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| % |
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Current Assets |
| $ | 625,000 |
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| $ | - |
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| $ | 625,000 |
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| 100.00 | % |
Current Liabilities |
| $ | 5,228,481 |
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| $ | 3,853,272 |
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| $ | 1,375,209 |
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| 35.69 | % |
Working Capital (deficit) |
| $ | (4,603,481 | ) |
| $ | (3,853,272 | ) |
| $ | (750,209 | ) |
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| 19.47 | % |
Our working capital deficit increased by $750,209 or 20% as of December 31, 2022, as compared to December 31, 2021, due to the increase in our total liabilities.
Cash Flows
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| For the Year Ended |
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| December 31 |
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| 2022 |
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| 2021 |
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| Change |
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| % |
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Cash Flows used in Operating Activities |
| $ | (1,000,853 | ) |
| $ | (174,309 | ) |
| $ | (826,544 | ) |
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| 474.18 | % |
Cash Flows used in Investing Activities |
| $ | (4,022 | ) |
| $ | - |
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| $ | (4,022 | ) |
| (100 | %) | |
Cash Flows provided by Financing Activities |
| $ | 1,004,875 |
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| $ | 165,761 |
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| $ | 839,114 |
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| 506.22 | % |
Net Change in Cash During Period |
| $ | - |
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| $ | (8,548 | ) |
| $ | 8,548 |
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| (100 | %) | |
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Cash Flow from Operating Activities
During the year ended December 31, 2022, net cash used in operating activities was $1,000,853 compared to $ 174,309 during the year ended December 31, 2021.
The net cash used in operating activities for the year ended December 31, 2022, was mainly attributed to a net loss of $243,454, advances to the joint venture for purchase of inventories of $625,000, gain on change in valuation of derivative liabilities of $363,449, and offset by the increase in accrued interest $83,426.
The net cash used in operating activities for the year ended December 31, 2021, was mainly attributed to a net loss of $1,401,237, a decrease by the gain in the valuation of derivative liabilities of $186,508, a gain from the extinguishment of convertible notes $251,871 and net changes in operating assets and liabilities of $89,755.
Cash Flow from Investing Activities
During the year ended December 31, 2022, the company used $4,022 in investing activities. No cash was used in investing activities for the year ending December 31, 2021.
Cash Flow from Financing Activities
During the year ended December 31, 2022, net cash provided by financing activities was $1,004,875 compared to $165,761 during the year ended December 31, 2021. Net cash from financing activities attributed to proceeds from the issuance of convertible notes was $887,921 and proceeds from the issuance of common stocks were $97,965. And advances from related party $18,989. For the year ended December 31, 2021, financing activities were from advances from related parties of $165,761.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
Going Concern
The accompanying financial statements have been prepared under U.S. generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company has an accumulated deficit of $36,380,313 and $35,222,530 as of December 31, 2022, and December 31, 2021, respectively, which include net losses of $1,157,782 and $1,401,237 for the years ended December 31, 2022, and 2021, respectively. In addition, as of December 31, 2022, and 2021, the Company had a working capital deficit of $4,603,481 and $3,853,272, respectively, with limited cash resources. Consequently, the items mentioned above raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to raise additional debt or equity and continue to settle obligations by issuing stock. Management intends to continue to grow other debt and equity until the Company has positive cash flows from an operating company.
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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 from an operating company, and raise capital through equity and debt financing or other means on desirable terms. If the Company cannot obtain additional funds when required or if the funds cannot be received on favorable terms, management may be necessary to restructure the Company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
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 are material to stockholders.
Critical Accounting Policies
We prepare our consolidated financial statements in conformity with GAAP, which requires management to make specific estimates and assumptions and apply judgments. We base our estimates and decisions on historical experience, current trends, and other factors that management believes are important when preparing financial statements. The actual results could differ from our estimates, and such differences could be material. Due to the need to estimate the effect of inherently uncertain matters, materially different amounts could be reported under other conditions or using different assumptions. We regularly review our critical accounting policies and how they are applied in preparing our financial statements. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as this Annual Report includes disclosures regarding the Company’s critical accounting policies and estimates.
Use of 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include common stock valuation and options issued as stock-based compensation.
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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. |
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 critical 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.
There were no long-term operating lease contracts for the year ended December 31, 2022, and 2021 that require access to (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs.
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 year ended December 31, 2022, and 2021, the Company incurred $ 00 and $10,000 for stock-based compensation, respectively.
| 12 |
| Table of Contents |
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.
The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging.” It determined that the convertible notes should be classified as a liability since the conversion option becomes effective at issuance, resulting in 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 derivative liabilities due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.
Recent 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 is currently assessing the impact of adopting this standard on its financial statements.
| 13 |
| Table of Contents |
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company,” we are not required to provide the information this Item requires.
Item 8. Financial Statements and Supplementary Data
| 14 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: Shareholders and
Board of Directors
Authentic Holdings, Inc (formerly Global Fiber Technologies, Inc.)
Opinion on the Financial Statements
We have audited the accompany consolidated financial statements of Authentic Holdings, Inc. (formerly Global Fiber Technologies, Inc.) which comprise the balance sheet as of December 31, 2022, and the related statements of income, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes to the financial statements (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Authentic Holdings, Inc. as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s accumulated deficit, net loss and working capital deficiency raise substantial doubt about its ability to continue as a going concern. Management’s plans are also described in Note 1. The financial statements do not include adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
A critical audit matter is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee or the Company’s governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating a critical audit, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We have determined there are critical matters related to the Company’s Embedded Derivative Liabilities related to Convertible Debentures.
Accounting for Embedded Derivative Liabilities related to Convertible Debentures
As described in Notes 4 and 5 to the consolidated financial statements, the Company had convertible debentures that required accounting considerations and significant estimates.
The Company determined that variable conversion features issued in connection with certain convertible debentures required derivative liability classification. These variable conversion features were initially measured at fair value and subsequently have been remeasured to fair value at each reporting period. The Company determined the fair value of the embedded derivatives using the Black-Scholes-Merton option pricing model.
We identified the accounting considerations and related valuations, including the related fair value determinations of the embedded derivative liabilities of such as a critical audit matter. The principal considerations for our determination were: (1) the accounting consideration in determining the nature of the various features (2) the evaluation of the potential derivatives and potential bifurcation in the instruments, and (3) considerations related to the determination of the fair value of the various debt and equity instruments and the conversion features that include valuation models and assumptions utilized by management. An audit of these elements is especially challenging and requires auditor judgement due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.
Our audit procedures related to management’s conclusion on the evaluation and related valuation of embedded derivatives, included the following, among others: (1) evaluating the relevant terms and conditions of the various financings, (2) assessing the appropriateness of conclusions reached by the Company with respect to the accounting for the convertible debt, and the assessment and accounting for potential derivatives and (3) independently recomputing the valuations determined by Management.
Other Matters
The accompanying consolidated balance sheet of Authentic Holdings, Inc. as of December 31, 2021, the related consolidated statements of operations, changes in stockholders’ (deficit), and cash flows for the year ended December 31, 2021, and the related notes were audited by another Independent Registered Public Accounting Firm, Boyle CPA, LLC.
|
|
We have served as Authentic Holdings, Inc’s (formerly Global Fiber Technologies, Inc.) auditor since 2022.
April 20, 2023
PCAOB ID:
| 15 |
| Table of Contents |
AUTHENTIC HOLDINGS INC.
Consolidated Balance Sheets
As of December 31, 2022 and 2021
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| December 31, 2022 |
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| December 31, 2021 |
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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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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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AUTHENTIC HOLDINGS INC.
Consolidated Statements of Operations
For the Year Ended December 31, 2022, and 2021
|
| December 31, 2022 |
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| December 31, 2021 |
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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 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.
| 17 |
| Table of Contents |
AUTHENTIC HOLDINGS INC.
Consolidated Statements of Stockholders’ Deficit
For the Year Ended December 31, 2022, and 2021
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| Additional |
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| Total |
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| Class B Preferred Stock |
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| Common Stock |
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| Paid-in |
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| Accumulated |
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| Stockholders' |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Deficiency |
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Balance December 31, 2020 |
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| $ |
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Conversion of notes payable |
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Issuance of common for services |
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Net loss |
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| ( | ) |
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| ( | ) |
Balance December 31, 2021 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||||
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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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Net income (loss) |
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| ( | ) |
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| ( | ) |
Balance December 31, 2022 |
|
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||||
The accompanying notes are an integral part of these consolidated financial statements.
| 18 |
| Table of Contents |
AUTHENTIC HOLDINGS INC.
Consolidated Statements of Cash Flows
For the Year Ended December 31, 2022 and 2021
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| 2022 |
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| 2021 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss (income) |
| $ | ( | ) |
| $ | ( | ) |
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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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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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 |
| $ | ( | ) |
| $ | ( | ) |
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 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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| $ |
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Supplemental Cash Flow Disclosures |
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Cash paid for interest |
| $ |
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| $ |
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Cash paid for income taxes |
| $ |
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| $ |
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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.
| 19 |
| Table of Contents |
AUTHENTIC HOLDINGS INC.
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022
NOTE 1 – DESCRIPTION OF BUSINESS AND GOING CONCERN
Authentic Holdings Inc., Formerly Global Fiber Technologies, Inc. ("the Company"), was incorporated in Nevada on March 25, 2005. As of December 31, 2022, and December 31, 2021, the Company had
On June 18, 2019, the Company completed its acquisition of assets from A.H. Originals, Inc. ("AHO"), a corporation controlled by the same owner group of Authentic Holdings Inc. formerly Global Fiber Technologies, Inc., for the consideration of
Going Concerned
The accompanying financial statements have been prepared following U.S. generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company has 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 from an operating company, and raise capital through equity and debt financing or other means on desirable terms. If the Company cannot obtain additional funds when required or if the funds cannot be received on favorable terms, management may be necessary to restructure the Company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
| 20 |
| Table of Contents |
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 51% owned. All significant intercompany accounts and transactions have been eliminated. As noted in Note 1, our
The Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly-owned subsidiary, Authentic Holdings, Inc. Shareholder approval was not required 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.” and 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.
| 21 |
| Table of Contents |
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.
Inventories
Inventories are stated at the lower cost (first-in, first-out method) or net realizable value.
On December 31, 2022 and 2021, the Company had no acquired inventories.
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, |
|
| December 31, |
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| 2022 |
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| 2021 |
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Furniture and Equipment |
| $ |
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| $ |
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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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| ( | ) |
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| ( | ) |
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| $ |
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| $ |
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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 year ended December 31, 2022, and 2021, no impairment losses have been identified.
| 22 |
| Table of Contents |
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.
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 December 31, 2022, and 2021:
|
| December 31, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
Patent |
| $ |
|
| $ |
| ||
Websites |
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Royalties |
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Less accumulated amortization |
|
| ( | ) |
|
| ( | ) |
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| $ |
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| $ |
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| 23 |
| Table of Contents |
Amortization expense 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. |
Accounts Receivable
Accounts receivable 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.
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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 December 31, 2022, and 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.
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 year ended December 31, 2022, and 2021, the Company incurred $
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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.
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Use of Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock-based awards issued and derivatives embedded in financial instruments. 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.
The following table summarizes fair value measurements by level on December 31, 2022, and 2021, measured at fair value on a recurring basis:
December 31, 2022 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative Liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
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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 December 31, 2022, and December 31, 2021, 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
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Common Stock
As of December 31, 2022, and 2021, the Company had
During the year ended December 31, 2022, the Company issued common shares as follows,
| · | Issued |
| · | Issued |
During the year ended December 31, 2021, the Company issued common shares as follows:
| · | Issue a total of |
| · | Issued |
Stock Options
There were no stock options issuance during the years ended December 31, 2022 and 2021. All stock options issuance previous to 20211were either exercise 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 $
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Convertible Notes Payable
As of December 31, 2022 and 2021 convertible notes outstanding $
|
| December 31 |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Principal balances |
| $ |
|
| $ |
| ||
Discount |
|
| ( | ) |
|
|
| |
Accrued Interest |
|
| ( | ) |
|
|
| |
|
| $ |
|
| $ |
| ||
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 at December 31, 2022:
Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2021 |
| $ |
| |
Net Loss (gain) on change in fair value of the derivative |
|
|
| |
Balance - December 31, 2022 |
| $ |
|
NOTE 6 – ACQUISITIONS OF ASSETS
On June 18, 2019, the Company completed its acquisition of assets from AH Originals, Inc., a corporation controlled by the same owner group of Authentic Holdings Inc. formerly Global Fiber Technologies, Inc., for the consideration of
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The acquired assets and assumed liabilities from AH Originals, Inc. summarized as follows:
Assets Acquisition |
|
|
| |
Equipment |
| $ |
| |
Inventory |
|
|
| |
Web Site |
|
|
| |
Patent |
|
|
| |
|
| $ |
| |
Less Assumed Liabilities |
|
|
| |
|
| $ |
| |
NOTE 7 – RELATED PARTY TRANSACTIONS
During the year ended December 31, 2022, and 2021 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 $
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Balances of all loans due to related parties as of December 31, 2022:
|
| Principal |
|
| Accrued Interest |
|
| Total |
| |||
Promissory note - related party (net of $17,594 discount) |
| $ |
|
| $ |
|
| $ |
| |||
Convertible notes – Related party |
|
|
|
|
|
|
|
|
| |||
Related Party Loans |
|
|
|
|
|
|
|
|
| |||
Total Related Parties Loans |
|
|
|
|
|
|
| $ |
| |||
Total increase of $ $
NOTE 8- 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 $
NOTE 9 – INCOME TAXES
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2022, and 2021, are as follows:
|
| December 31, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
Net operating loss carryforward |
| $ |
|
| $ |
| ||
Effective tax rate |
|
| % |
|
| % | ||
Deferred tax asset |
|
|
|
| $ |
| ||
Less: Valuation allowance |
| $ | ( | ) |
| $ | ( | ) |
Net deferred asset |
| $ |
|
| $ |
| ||
As of December 31, 2022, the Company had approximately $
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NOTE 10 – 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 December 31, 2022, and 2021 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 $.
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 11– 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:
|
| December 31 |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
Warrants |
|
|
|
|
|
| ||
Options |
|
|
|
|
|
| ||
Convertible notes payable, including accrued interest |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
NOTE 12 – SUBSEQUENT EVENTS
The Company had evaluated subsequent events for recognition and disclosure as of April 20, 2023 when the financial statements were available to be issued. No other matters were identified affecting the accompanying financial statements and related disclosures.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.
Item 9A. Controls and Procedures
Evaluation Of Disclosure Controls And Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer (our chief executive officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.
Management’s Annual Report On Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for our company.
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
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Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Under the supervision and with the participation of our president and our chief executive officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2022, based on the framework set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:
Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
Inadequate Segregation Of Duties: We have an inadequate number of personnel to properly implement control procedures.
Lack Of Audit Committee: We do not have a functioning audit committee resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing an audit committee member in the future.
Management, including our president and our chief executive officer, have discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.
Changes In Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
Name |
| Position Held with the Company |
| Age |
|
| Date First Elected or Appointed | ||
Christopher H. Giordano |
| President and Director |
|
| 66 |
|
| August 4, 2010 | |
Paul Serbiak |
| CEO, Treasurer and Director |
|
| 64 |
|
| February 26, 2015 | |
Scott Todd |
| Director |
|
| 64 |
|
| January 23, 2017 | |
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Christopher A. Giordano – President and Director
Mr. Giordano is the owner of Birchwood Capital Advisors, LLC., which provides financial and business consulting services to small and medium size businesses primarily in the bankruptcy and work-out arenas. Birchwood was the manager of the Distressed Opportunities Fund, LP from the period of 1990 through 2001. The fund was a principal investor and or advisor to 37 Bankruptcies and Out of Court Restructurings. From 1980 through 1990, Mr. Giordano served as a Senior VP in the Asset Management division Paine Webber. Mr. Giordano formed and owned Manchester Rhone Securities, an NASD member firm which underwrote several IPO’s, until its sale in 1993.
Our company believes that Mr. Giordano’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.
Paul Serbiak – CEO, Treasurer, Director and Secretary
Mr. Serbiak is currently a Managing Partner of Pure Systems Sustainable Product Technologies as well as CEO and founder of Ideas To Market First, LLC, an innovation practice that specializes in open innovation strategy and developing unused IP for corporate clients. Paul career includes serving as a Global Vice President at Johnson and Johnson as well as senior strategic roles at Procter & Gamble and Kimberly Clark.
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Our company believes that Mr. Serbiak’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.
Scott Todd – Director
Mr. Todd has over 5 years as a senior licensing brand strategist with expertise in licensing, business development, retail development, sales and sales management with a track record of building successful brands and sustainable programs. A visionary with proficiency in creating strategic partnerships in diverse industries and across multiple categories. Able to convey ideas clearly yet forcefully, negotiate win-win business deals and maintain strong long-term relationships. A team builder focused on the bottom line. Can negotiate complex contracts and motivate a team of diverse talents and skill sets. He has 3 children living in New Jersey.
Our company believes that Mr. Todd’s professional background experience gives him the qualifications and skills necessary to serve as a director of our company.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.
Employment Agreements
Other than as set forth below, we have no formal employment agreements with any of our directors or officers.
At the present time we are not compensating our officers and directors. We have the following employments agreements with our executive officers. At the end of 2020 these executive officers agreed to waive compensation for 2020 and for the foreseeable future.
On December 30, 2016 we entered into an employment agreement with Paul Serbiak, our CEO and Treasurer, wherein Mr. Serbiak will begin to earn a salary upon our company receiving funding from a potential private placement, while also being granted both vested and incentive-based stock options. Specifically, the base salary for Mr. Serbiak shall initially be set at $90,000 per year but has the potential to incrementally increase up to $200,000 per year based on the Company achieving certain revenue goals. Moreover, Mr. Serbiak’s contract provides for a minimum annual bonus of thirty-percent (30%) of his base salary, but gives the Company the discretion to award an annual bonus of up to three-hundred-percent (300%) of his base salary. As a signing bonus, Mr. Serbiak received 1,500,000 options to purchase shares of the Company’s common stock that are exercisable for a period of ten years at the market close price on December 31, 2016. In addition, Mr. Serbiak’s contract provides for up to ten incentive stock option awards of 1% of the shares of common stock outstanding $1,000,000 in net income received by the Company over the next ten years. Such options would be exercisable at the closing bid price for the ten days preceding the Company’s achievement of each award milestone.
On February 14, 2017, we entered into an employment agreement with Christopher Giordano, our President, wherein Mr. Giordano will begin to earn a salary upon our company receiving funding from a potential private placement, while also being granted both vested and incentive-based stock options. Specifically, his salary shall not be earned or payable until such time that the Company raises at least $2,000,000 in a private placement. The base salary for Mr. Giordano shall initially be set at $90,000 per year but has the potential to incrementally increase up to $200,000 per year based on the Company achieving certain revenue goals. Moreover, Mr. Giordano’s contract provides for a minimum annual bonus of thirty-percent (30%) of his base salary, but gives the Company the discretion to award an annual bonus of up to two-hundred-percent (200%) of his base salary. As a signing bonus, Mr. Giordano received 250,000 options to purchase shares of the Company’s common stock that are exercisable for a period of five years at a strike price of $0.50 per share. In addition, Mr. Giordano’s contract provides for up to ten incentive stock option awards of 0.75% of the shares of common stock outstanding per $1,000,000 in net income received by the Company over the next ten years. Such options would be exercisable at the closing bid price for the ten days preceding the Company’s achievement of each award milestone.
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Family Relationships
There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
| 1. | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
|
|
|
| 2. | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation, or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
|
|
|
| 3. | been subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
|
|
|
| 4. | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
|
|
|
| 5. | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
|
|
|
| 6. | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Compliance with Section 16(A) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.
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| Table of Contents |
Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended December 31, 2022, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with, with the exception of the following:
Name |
| Number of Late Reports |
|
| Number of Transactions Not Reported on a Timely Basis |
|
| Failure to File Requested Forms |
| |||
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|
|
|
|
|
|
|
|
| |||
Christopher Giordano(2) |
|
| 1 |
|
|
| 1 |
|
|
| 1 |
|
Scott Todd(1) |
|
| 1 |
|
|
| 1 |
|
|
| 1 |
|
_________
(1) | The insider has yet to file a Form 3, Initial Statement of Beneficial Ownership. |
|
|
(2) | The insider has yet to file a Form 4, Statement of Changes in Statement of Beneficial Ownership. |
Code of Ethics
We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our Code of Ethics is designed to deter wrongdoing and promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in our other public communications; (iii) compliance with applicable governmental laws, rules and regulations; (iv) the prompt internal reporting of violations of our Code of Ethics to an appropriate person or persons identified in the code; and (v) accountability for adherence to our Code of Ethics. We will provide any person without charge a copy of our code of ethics upon receiving a written request which may be mailed to our office at 50 Division Street, Suite 501, Somerville, New Jersey 08876.
Board and Committee Meetings
Our board of directors held no formal meetings during the year ended December 31, 2022. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
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| Table of Contents |
Nomination Process
As of December 31, 2022, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.
Audit Committee
Currently our audit committee consists of our entire board of directors. We do not have a standing audit committee as we currently have limited working capital and minimal revenues. Should we be able to raise sufficient funding to execute our business plan, we will form an audit, compensation committee and other applicable committees utilizing our directors’ expertise.
Audit Committee Financial Expert
Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.
Item 11. Executive Compensation
The particulars of the compensation paid to the following persons:
| (a) | our principal executive officer; |
|
|
|
| (b) | each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2022 and 2021; and |
|
|
|
| (c) | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2022 and 2021, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year: |
| 40 |
| Table of Contents |
SUMMARY COMPENSATION TABLE | ||||||||||||||||||||||
Name and Principal Position |
| Year |
| Salary ($) |
| Bonus ($) |
| Stock Awards ($) |
| Option Awards ($) |
| Non-Equity Incentive Plan Compensation ($) |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| All Other Compensation ($) |
|
| Total ($) |
| ||
Christopher Giordano |
| 2022 |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
|
| 3,800 |
|
|
| 3,800 |
|
President, Treasurer and Director |
| 2021 |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
|
| Nil |
| ||
Paul Serbiak |
| 2022 |
| Nil |
| Nil |
|
|
| Nil |
| Nil |
| Nil |
| Nil |
|
| Nil |
| ||
CEO and Secretary |
| 2021 |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
|
| Nil |
| ||
Scott Todd |
| 2022 |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
|
| Nil |
| ||
Director |
| 2021 |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
|
| Nil |
| ||
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
Grants of Plan-Based Awards
The Company has yet to formally adopt an equity compensation plan. However, stock options were granted during the fiscal year ended December 31, 2022.
Option Exercises and Stock Vested
During our fiscal year ended December 31, 2022, there were no options exercised by our named officers.
Compensation of Directors
The Company has not compensated any Board members for their participation on the Board and does not have any standard or other arrangements for compensating them for such services. The Company may issue shares of common stock or options to acquire shares of the Company’s common stock to members of the Board in consideration for their services as members of the Board. The Company does expect to reimburse Directors for expenses incurred in connection with their attendance at meetings of the Board.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
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| Table of Contents |
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of April 13, 2021, certain information with respect to the beneficial ownership of our common and preferred shares by each shareholder known by us to be the beneficial owner of more than 5% of our common and preferred shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common and preferred stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common and preferred stock, except as otherwise indicated.
Name |
| Number of Common Shares Beneficially Owned |
|
| Percentage of Common Class |
| Number of Preferred Shares Beneficially Owned |
|
| Percentage of Preferred Class |
| |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Christopher Giordano |
|
| 5,152,859 | (1) | (2) | * |
|
| 200,000 |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Serbiak |
|
| 550,000 |
|
| * |
|
| 200,000 |
|
| * |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott Todd |
|
| 0 |
|
| * |
|
| 0 |
|
| * |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers & Directors as a group (3 persons) |
|
| 5,702,859 |
|
| * |
|
| 200,000 |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Rosenbaum |
|
| 2,335,990 | (3) |
| * |
|
| 0 |
|
| * |
| |
____________
* Represents less than 1%
(1) Christopher Giordano beneficially owns 200,000 shares of Class B Preferred Stock, which is 100% percent of the outstanding shares in the class. The Class B Preferred shareholders vote together with the common stock as a single class and the holders of Class B Preferred are entitled to 10,000 votes per share.
(2) Includes: (a) 3,005,715 shares of Common Stock held by Birchwood Capital Advisors, LLC, of which Christopher H. Giordano has voting and dispositive control, (b) 13,072 shares of Common Stock held by Bella Capital Holdings, (c) 16,572 shares of Common Stock held by Isabella Giordano, and (d) 67,500 shares on the Company’s books as due and issuable to Christopher H. Giordano as of December 31, 2016.
(3) Includes shares of Common Stock held by Maj-Britt Rosenbaum.
| 42 |
| Table of Contents |
Changes in Control
We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, 2020, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
During the year ended December 31, 2022, and 2021 net cash proceeds of $18,990 and $165,761 respectively were received from our President for operating expenses. Advances from related parties accumulated balances as of December 31, 2022, and 2021 were $383,686 and $280,416.
Promissory Notes Payable – related party
On June 18, 2019, the Company issued a promissory note at a principal amount of $447,150 as part of the consideration for the acquisition of assets from AH Originals, Inc., a corporation controlled by the same owner group of Authentic Holdings Inc. formerly Global Fiber Technologies, Inc. The promissory note bears 3% interest per annum and have a one-year term with eight options to extend the maturity date for three-month periods.
Convertible Notes Payable – related party
In August 2015, the Company issued an unsecured promissory note to an investor in the amount of $50,000, convertible to common stock at $1.00 per share. The note bears an interest rate of 8% per annum and matured on August 8, 2016. The note is currently unpaid and in default. The note does not contain a beneficial conversion feature. As of December 31, 2022 the note have an accumulated interest of $40,568.
Related Party Loans
During 2016, the Company received loans from the CEO and a member of the board of directors totaling $284,900. In the year ended December 31, 2017, the Company received additional loans from these individuals in the amount of $160,650. The loans bear interest at 5% per annum and matured on June 30, 2017, and September 30, 2017. During the year ended December 31, 2017, $241,059 of the notes and interest was converted at approximately $0.19 for 580,000 common shares. The conversion of debt resulted in a gain on extinguishment of debt in the amount of $130,859 in the year ended December 31, 2017.
On May 2, 2022, Authentic Heroes, Inc. (“Authentic Heroes”), a wholly owned subsidiary of Authentic Holdings Inc. formerly 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.
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| Table of Contents |
Director Independence
We currently act with three directors, Christopher H. Giordano, Paul Serbiak and Scott Todd.
Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
Item 14. Principal Accounting Fees and Services
The aggregate fees billed for the most recently completed fiscal year ended December 31, 2022 and for fiscal year ended December 31, 2021 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
|
| Year Ended |
| |||||
|
| December 31, 2022 |
|
| December 31, 2021 |
| ||
Audit Fees |
| $ | 14,000 |
|
| $ | 35,000 |
|
Audit Related Fees |
| Nil |
|
| Nil |
| ||
Tax Fees |
| Nil |
|
| Nil |
| ||
All Other Fees |
| Nil |
|
| Nil |
| ||
Total |
| $ | 14,000 |
|
| $ | 35,000 |
|
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
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| Table of Contents |
PART IV
Item 15. Exhibits, Financial Statement Schedules
| (a) | Financial Statements | ||
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| (1) | Financial statements for our company are listed in the index under Item 8 of this document. |
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| (2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
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| (b) | Exhibits | ||
Exhibit Number |
| Description |
| Incorporated by Reference | ||||||||||||
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| Form |
| Exhibit |
| Filing Date | ||||||||
(3) |
| (i) Articles of Incorporation (ii) Bylaws |
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| ||||||||
| Articles of Incorporation, as filed with the Nevada Secretary of State |
| SB-2 |
| 3.1 |
| November 29, 2005 | |||||||||
|
| 8-K |
| 3.1 |
| December 12, 2022 | ||||||||||
| First Amended and Restated By-Laws of Premiere Publishing Group, Inc. dated December 14, 2007 |
| 8-K |
| 3.1 |
| December 12, 2007 | |||||||||
(10) |
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| 8-K |
| 10.1 |
| May 4, 2022 | ||||||||||
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(14) |
| Code of Ethics |
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| 10-KSB |
| 14.1 |
| April 14, 2008 | ||||||||||
(21) |
| Subsidiaries of Registrant |
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21.1 |
| Trident Merchant Group, Inc., a Nevada corporation (wholly owned) |
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21.2 |
| Progressive Fashions Inc., a Nevada corporation (wholly owned) |
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21.3 |
| Leading Edge Fashion, LLC (majority owned) |
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21.4 |
| Pure361, LLC (majority owned) |
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21.5 |
| Eco Chain 360, Inc. (majority owned) |
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(31) |
| Rule 13a-14 (d)/15d-14d) Certifications |
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| Section 302 Certification by the Principal Executive Officer |
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| Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer |
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(32) |
| Section 1350 Certifications |
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| Section 906 Certification by the Principal Executive Officer |
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| Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer |
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101** |
| Interactive Data File |
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101.INS |
| XBRL Instance Document |
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101.SCH |
| XBRL Taxonomy Extension Schema Document |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
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____
* Filed herewith.
** Furnished herewith
| 45 |
| Table of Contents |
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 to be signed on its behalf by the undersigned, thereto duly authorized.
|
| Authentic Holdings Inc. formerly Global Fiber Technologies, Inc. |
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| (Registrant) |
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Dated: April 20, 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: April 20, 2023 |
| /s/ Paul Serbiak |
|
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| Paul Serbiak |
|
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| CEO, Treasurer, Director and Secretary |
|
|
| (Principal Financial Officer and Principal Accounting Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: April 20, 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: April 20, 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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Dated: April 20, 2023 |
| /s/ Scott Todd |
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| Scott Todd |
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| Director |
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| 46 |
