SEC Info - Authentic Holdings, Inc. - ‘10-Q’ for 9/30/23

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		Alternative Formats (Word, et al.) Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited) Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited) Condensed Consolidated Statements of Stockholders' Deficit for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited) Controls and Procedures Defaults Upon Senior Securities Exhibits Item 1 Item 1A Item 2 Item 3 Item 4 Item 5 Item 6 Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Notes to Condensed Consolidated Financial Statements Other Information Part I. Financial Information Part Ii. Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Signatures Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I. Financial Information
"	Item 1
"	Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022
"	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)
"	Condensed Consolidated Statements of Stockholders' Deficit for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)
"	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited)
"	Notes to Condensed Consolidated Financial Statements
"	Item 2
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3
"	Quantitative and Qualitative Disclosures About Market Risk
"	Item 4
"	Controls and Procedures
"	Part Ii. Other Information
"	Legal Proceedings
"	Item 1A
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Item 5
"	Other Information
"	Item 6
"	Exhibits
"	Signatures

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i ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

i ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. i Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i Yes ☒ No ☐

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i ☐ No ☒

The accompanying notes are an integral part of these consolidated financial statements.

The Purchase Agreement includes a funding obligation, which requires the Company to provide capital to fund the monthly expenses of Maybacks.

On June 20, 2023, the Company closed an Asset Purchase Agreement (the “Asset Agreement”) with Goliath Motion Picture Promotions owned by Priscella Cooper (the “Seller”). On the Closing Date, pursuant to the Asset Agreement, the Company acquired various full-length motion pictures and serial television shows (the “Assets”). In exchange for the Assets, the Company issued to the Seller i 100,000 shares of the Company’s Series D Preferred Stock, par value $ i 0.001 with state value of $ i 50 per share.

Management plans to raise additional debt or equity and continue to settle obligations by issuing stock, as well as grow other debt and equity until the Company generates positive cash flow from an operating company. However, the Company’s financial statements show an accumulated deficit of $ i 37,327,746 as of September 30, 2023, with a net working capital deficit of $ i 5,140,024 and limited cash resources. These factors raise doubts about the Company’s ability to continue as a going concern within the next year.

The Company's ability to continue as a going concern depends on its ability to repay or settle its current indebtedness, generate positive cash flow, and raise capital through equity and debt financing or other means on favorable terms. If the Company cannot obtain additional funds when required or on favorable terms, management may be necessary to restructure the Company or cease operations.

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 i 15-year estimated useful life on a straight-line basis.

Amortization expenses amounted to $ i 919 and $ i 664 for the nine months ended September 30, 2023 and 2022, respectively.

The following table summarizes fair value measurements by level on September 30, 2023 and December 31, 2022, measured at fair value on a recurring basis:

On April 26, 2023, the Board of Directors created, out of the available shares of preferred stock, par value $ i 0.001 per share, a series of preferred stock known as “Series C Preferred Stock” consisting of i 100,000 shares.

Under the terms of the Certificate of Designation for the Series C Preferred Stock, the shares shall not accrue nor pay dividends except as declared by the board of directors in its sole discretion. The Series C Preferred Stock shall rank pari passu with the Series B Preferred Stock and common stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.

The outstanding shares of Series C Preferred Stock shall automatically convert into shares of our common stock upon the following to occur:

In the event that the Company goes through a “Change of Control” event, the foregoing milestone achievements above shall be deemed accomplished and all rights to the shares of Common Stock shall immediately vest prior to the close of such Change of Control event.

On June 20, 2023, the Board of Directors created, out of the available shares of preferred stock, par value $ i 0.001 per share, a series of preferred stock known as “Series D Preferred Stock” consisting of i 100,000 shares.

Under the terms of the Certificate of Designation for the Series D Preferred Stock, the shares shall not accrue nor pay dividends except as declared by the board of directors in its sole discretion. The Series D Preferred Stock shall not have voting rights except as it pertains to altering the rights associated with the Series D Preferred Stock. The Series D Preferred Stock shall have a stated value of $ i 50 per share (the “Stated Value”) and each share shall be entitled to a preference over the common stock, the Series B Preferred Stock, and the Series C Preferred Stock of the Stated Value upon the liquidation, dissolution and winding up of the Company. Each share of Series D Preferred Stock shall be convertible, at any time after three years of issuance or immediately in the event of a change in control at the option of the Holder thereof, into that number of shares of common stock (subject to a beneficial ownership limitation of up to 9.99%) determined by dividing the Stated Value by the Conversion Price, which is closing price of the common stock of the Company on the OTC, on the day immediately prior to the conversion. i The Company has the right to redeem the Series D Preferred Stock after five years by making a payment of cash equal to 106% of the sum of an amount equal to the total number of Series D Preferred Stock held by the Holder multiplied by the Stated Value. In the event of a change in control, the company shall redeem the outstanding shares of Series D Preferred Stock by making a payment in cash using the same formula.

As of September 30, 2023, and December 31, 2022, the Company had i 1,978,087,926 and i 1,557,397,662 shares of its $ i 0.001 par value common stock issued and outstanding, respectively.

No stock options were issued during the nine months ended September 30, 2023, and 2022. All stock options issued previous to 2021 were either exercised or expired.

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 $ i 15,000.

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 $ i 40,000.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Other factors, which could have a material adverse effect on our operations and future prospects on a consolidated basis, include but are not limited to our ability to implement and achieve success with our business plan, changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC, including the risks and uncertainties identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K.

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, we ceased our publishing operations in or around 2007.

We created a 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. We own 51% of ECO CHAIN 360, Inc. ECO CHAIN 360, Inc. has had no operations to date, nor did it have assets or liabilities as of September 30, 2023 or 2022.

On June 18, 2019, we completed the acquisition of assets from AH Originals, Inc. (“AHO”), a corporation controlled by the same owner group of our company for the consideration of 6,400,000 shares of our common stock 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 six-month periods. In addition, we issued to AHO 200,000 common shares of Authentic Heroes, Inc. (“AHI”), a subsidiary created by us to hold the purchased assets.

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 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.

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.

On April 26, 2023, we entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Maybacks Global Entertainment LLC, an Arizona limited liability company (“Maybacks”), and the members of Maybacks. As a result of the transaction, Maybacks became our wholly-owned subsidiary.

Maybacks is looking to capitalize on the “cutting the cord” phenomenon and take advantage of its low operating costs and ability to offer free TV and channel access for established organizations at a fraction of what cable and satellite dish companies charge.

Maybacks is an Over the Air and platform driven television network with 25 channels of various programs that include movies, sports, talk shows and live events. Many of those programs being proprietary content. Maybacks generates revenue through the placement of insert advertisements, revenue share programs, channel access fees and barter.

Maybacks has agreements with “Local Now” Byron Allen’s National Network and several other networks are looking to carry Maybacks’ programing.

Maybacks has expanded its agreement with Didja Local BTV into all of Local BTV's 65 markets. Under the original agreement, Mayback's programming was limited to a single local platform in just a small number of major cities. The modified agreement has now increased Mayback's programming to over 40 local channels and 25 national channels in cities such as NYC, Los Angeles, San Diego, Miami, and Las Vegas to name a few. Maybacks’ content, which is currently featured on platforms such as Streaming Pulse, Direct TV, ROKU, and Fire TV will now be featured in the most major and local markets on Local BTV.

There are many Over the Air and platform driven television networks with greater financial resources and experience in running, such as Sling TV, which is owned by DISH Network as well as many other independent networks. We plan to compete with many firms, including corporations with large divisions, many of these companies have greater financial, technical or marketing resources, longer operating histories, greater brand recognition or larger customer bases than we do and are able to respond more effectively to changing business and economic conditions than we can.

There are no assurances that we will be able to compete against these larger rivals and gain market share. We have realized revenues during the quarter ended September 30, 2023, and we are hopeful more advertising agreements are signed and more ad pressions sold to generate future revenue for our company. While these are signs that progress in our company has been made, we are not profitable and still face several challenges, including those presented as ‘Risk Factors” in our most recent Annual Report on Form 10-K.

As a result of the Asset Agreement and the acquisition of the Assets, the Company plans to “tokenize” all the titles, namely 14,000 plus full-length motion pictures and serial television shows. The Company is currently using the non-tokenized library for content distribution on its own TV Network known as Maybacks. It is the Company’s intention to start the tokenization process within thirty (30) days of this filing and have the “Alpha” version completed within 90 days from its start date. Once the first 1000 movies are tokenized it is the Company’s intention to market those movies on its own Video on Demand and Linear Television platforms. In addition, the Company plans to aggressively market its tokenized platform to other TV networks as well as major film production and distribution companies.

The Company intends to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements, until the Company generates positive cash flow from operations. However, the Company’s financial statements show an accumulated deficit of $37,327,746 as of September 30, 2023, with a net working capital deficit of $5,140,088 and limited cash resources. These factors raise doubts about the Company’s ability to continue as a going concern within the next year.

The Company has never declared bankruptcy or been in receivership. The Company has earned minimal revenues and has limited cash on hand. The Company has sustained losses since inception and has primarily relied upon the sale of its securities and loans from related parties and outside parties for funding.

The COVID-19 pandemic did not have a material net impact on our financial statements during the nine months ended September 30, 2023. However, there still remains uncertainty around the COVID-19 pandemic. We cannot reasonably predict the ultimate impact of the COVID-19 pandemic, including the extent of any impact on our business, results of operations and financial condition, which will depend on, among other things, the duration and spread of the pandemic (including the emergence and spread of new COVID-19 variants and resurgences), actions taken by governmental authorities and others in response to the pandemic, the acceptance, safety and efficacy of vaccines, and global economic conditions.

Results of Operations for the Three and Nine Months Ended September 30, 2023 and 2022.

We expect that revenue will increase in future quarters as Maybacks continues to enter into agreements to expand the markets for its movie and TV programming and agreements for advertising spots.

We also expect that revenue will increase in future quarters as we are currently re-building a more fortified, secure, and user-friendly platform for storing and claiming our future NFTs. We are also building a landing platform on top of our current NFT platform, which will be industry-first. This platform’s purpose is to help NFT investors recapture the losses incurred on certain types of projects. In the process, it should create substantial opportunities for us and give us tremendous credibility in the Blockchain and NFT community. We expect to announce the completion of that project in late June and potentially launch it in late Augus.

We will also start work shortly on a project which will have its roots in the music industry that will include many artists and will be a game-driven project with prizes awarded at the end of each contest period, which could include free concert tickets, backstage passes, airfare to and from the concert. The future looks bright for our NFT platform, and we fully expect it to become an integral part of our company.

Operating expenses decreased from $84,654 for the three months ended September 30, 2023, to $174,259 for the same period in 2022. Operating expenses increased from $348,816 for the nine months ended September 30, 2023, to $336,859 for the same period in 2022. Overall, this increase results from our efforts to acquire Maybacks and the assets of Goliath, and to build out our organization to establish a strong base for current and future growth. The detail of expenditures by major category is reflected in the table below.

Operating expenses increased by 4% in the amount of $11,957 for the nine months ended September 30, 2023, compared to the same period in 2022. Listed below are the major changes to operating expenses:

General and administrative expenses decreased by $8,836 for the nine months ended September 30, 2023, compared to the same period in 2022.

Depreciation and amortization decreased by $43,540 for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to $33,334 amortization of right of use asset as a result of the expiration of long-term lease.

Professional and legal fees increased by $9,475 for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to $19,700 in other consulting fees.

Research and development increased by $54,858, for the nine months that ended September 30, 2023, compared to the same period in 2022, primarily due to the development of blockchain built put and NFT platform service product lines during the first quarter of 2023.

Other expenses were $635,247 for the three months ended September 30, 2023, compared to other expense of $74,700 for the same period in 2022, primarily as a result of the loss in the valuation of derivative liabilities amounted to $563,106.

Other expenses were $598,553 for the three months ended September 30, 2023, compared to other income of $278,224 for the same period in 2022, primarily as a result of the loss in the valuation of derivative liabilities amounted to $348,623, interest expense and financing costs of $153,777 and loss in a joint venture of $50,000.

We recorded a net loss of $719,901 for the three months ending September 30, 2023, compared with net loss of $248,959 for the same period in 2022. We recorded a net loss of $947,369 for the nine months ending September 30, 2023, compared with net loss of $58,635 for the same period in 2022.

Since our inception, we have financed our operations through private placements and convertible notes. Based upon the current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Net cash used in operating activities was $271,792 during the nine months ended September 30, 2023 and consisted of the net loss of $947,369 offset by the non-cash items for the nine months ended September 30, 2023, of $348,623 change in change in fair value of derivative liabilities offset by the gain on derivative liabilities due to conversion of note payable, $46,153 in extinguishment of derivative liabilities, and a $36,236 in depreciation and amortization expenses. The significant change in operating assets and liabilities was $175,000 in advances to Joint Venture, and accrued interest increased $80,317.

Net cash provided in financing activities for the nine months ended September 30, 2023, and 2022 was $272,355 and $938,805, respectively, consisting of the following:

The financial statements have been prepared assuming we will continue as a going concern. We have incurred losses since inception, resulting in an accumulated deficit of $37,327,682 and a working capital deficit of $5,140,024 as of September 30, 2023, and future losses are anticipated. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

The ability of our company to continue our operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage company and have only recently generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and competition from larger organizations. We will require equity and/or debt financing to provide for the capital required to implement our plans. We will require additional funds to operate for the next year.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.

We are not required to provide the information required by this Item because we are a smaller reporting company.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. We have not remedied the material weaknesses as of September 30, 2023. The Company plans to take remedial action to address these weaknesses during the fiscal year ended 2024.

There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the quarter ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except the implementation of the controls identified above.

As of the date of this filing, the Company is a party to three pending litigation matters.

One matter is entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent. the company does not operate out of the premises in question and has never signed any leases or other documents with the plaintiff. A judgment of eviction was entered, but the company does not operate out of the premises in question and therefore did not appear in the matter to oppose the judgment of eviction. The plaintiff is also seeking unpaid rent in the amount of $26,595.

The second matter is entitled Patricia Witthuhn v. Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to her employment with Avani Holdings LLC. The Company never hired Ms. Witthuhn and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $15,000.

The third matter is entitled William Corso v. Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to his employment with Avani Holdings LLC. The Company never hired Mr. Corso and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $40,000.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

No stock options were issued during the nine months ended September 30, 2023, and 2022. All stock options issued previous to 2021 were either exercised or expired.

The Company issued a total of 100,000 shares of Series C Preferred Stock in connection with the Maybacks acquisition.

The Company issued a total of 100,000 shares of Series D Preferred Stock in connection with the Asset Agreement.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock in instances where a restrictive legend was required.

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

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

	September 30, 2023			December 31, 2022
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	i 563		$	i -
Prepaid interest and deposits		i -			i -
Advances		i 450,000		$	i 625,000
Total Current Assets		i 450,563			i 625,000

Property and equipment, net of depreciation		i 34,850			i 68,206
Intangible assets		i 15,591			i 18,473

TOTAL ASSETS	$	i 501,004		$	i 711,679
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Bank overdraft		i -			i 306
Accounts payable and accrued liabilities		i 224,259			i 234,641
Accrued compensation		i 501,250			i 501,250
Unsecured notes and accrued interest payable		i 309,834			i 250,464
Convertible notes and accrued interest - net of debt discount of $ i 97,000 and $ i 155,641 respectively.		i 1,185,693			i 1,243,243
Convertible notes and accrued interest - related party		i 85,568			i 82,568
Promissory Notes and Accrued Interest		i 40,500
Promissory note and accrued interest - related party		i 505,526			i 495,308
Derivative liabilities		i 1,873,114			i 1,608,485
Advances from related parties		i 411,599			i 383,686
Related party loans and accrued interest		i 266,433			i 263,529
Self Liquidating Promissory Notes		i 186,875			i 165,000
Total Current Liabilities		i 5,590,651			i 5,228,480
Stockholders’ Deficit
Preferred stock, Series B, $ i 0.001 par value, i 400,000 shares authorized, i 400,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively.		i 200			i 200
Preferred stock, Series C, $ i 0.001 par value, i 100,000 shares authorized, and i 100,000 and i 0 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively.		i 100			i -
Preferred stock, Series D, $ i 0.001 par value, i 100,000 shares authorized, and i 100,000 and i 0 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively.		i 100			i -
Common stock $ i 0.001 par value, i 2,500,000,000 shares authorized, i 1,875,685,127 and i 1,557,397,662 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively.		i 1,875,684			i 1,557,397
Additional paid-in capital		i 30,362,015			i 30,305,914
Accumulated deficit		( i 37,327,746	)		( i 36,380,313	)
Stockholders' deficit		( i 5,089,647	)		( i 4,516,802	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	i 501,004		$	i 711,679

	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (income)	$	( i 947,369	)	$	( i 58,635	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Change in fair value of derivative liabilities		i 348,623			( i 478,754	)
Extinguishment of derivative liabilities		i -
Conversion of notes payable to equity		i 46,153			i 60,180
Depreciation – Property and equipment		i 33,355			i 37,115
Amortization – Intangible assets		i 2,882			i 42,661
Changes in operating assets and liabilities:
Bank Indebtedness		( i 306	)		( i 125	)
Expense paid for subsidiary
Inventory
Advances to joint venture		i 175,000			( i 675,000	)
Prepaid interest and deposits
Expenses paid for subsidiary
Accounts payable and accrued expenses		( i 10,447	)		( i 37,711	)
Accrued interest		i 80,317			i 126,486
Net cash used in operating activities	$	( i 271,792	)	$	( i 933,783	)

CASH FLOWS FROM INVESTING ACTIVITIES
Advances to related party		i -			i -
Acquisition of equipment		i -			( i 4,022	)
Net cash used in investing activities		i -			( i 4,022	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties	$	i 27,913		$	i 22,939
Proceeds from stock warrants		i -			i -
Proceeds from promissory notes		i 116,785			i -
Proceeds from unsecured loans		i -			i -
Proceeds from issuance of common stock and warrants		i 127,657			i 55,221
Net proceeds from convertible notes		i -			i 855,866
Net cash provided by financing activities	$	i 272,355		$	i 938,805

Net change in cash and cash equivalents		i 563			i 1,000
Cash and cash equivalents – beginning of period		i -			i -
Cash and cash equivalents – end of period	$	i 563		$	i 1,000

Supplemental Cash Flow Disclosures
Cash paid for interest	$	i -		$	i -
Cash paid for income taxes	$	i -		$	i -

Non-Cash Investing and Financing Activity:
Shares issued for convertible notes settlement	$	i -		$	i -

Equipment		i 5 Years
Furniture and Fixtures		i 7 Years
Forklift		i 3 Years

	September 30,			December 31,
	2023			2022
Furniture and Equipment	$	i 215,665		$	i 215,665
Forklift		i 20,433			i 20,433
Camera		i 4,022			i 4,022
Trident		i 733			i 733
Total Equipment		i 240,853			i 240,853
Less accumulated depreciation		( i 206,003	)		( i 172,648	)
	$	i 34,850		$	i 68,206

Authentic Holdings, Inc. – ‘10-Q’ for 9/30/23

On: Monday, 11/20/23, at 1:34pm ET · For: 9/30/23 · Accession #: 1477932-23-8665 · File #: 0-52047

Previous ‘10-Q’: ‘10-Q’ on 8/21/23 for 6/30/23 · Latest ‘10-Q’: This Filing

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Large accelerated filer	☐	Accelerated filer	☐
i Non-accelerated filer	☒	Smaller Reporting Company	i ☒
Emerging growth company	i ☐

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

PART II. OTHER INFORMATION

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

Signatures		25

	September 30, 2023			December 31, 2022

Patent	$	i 12,406		$	i 12,406
Websites		i 10,690			i 10,690
Right of use assets		i 62,356			i 62,356
Royalties		i 125,000			i 125,000
		i 210,452			i 210,452
Less accumulated amortization		( i 194,861	)		( i 191,980	)
	$	i 15,591		$	i 18,472

	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.

	•	Upon the two-year anniversary of the filing of the Certificate of Designation with the State of Nevada, i 25% of the shares of Series C Preferred Stock held by any Holder of record of Series C Preferred Stock shall be automatically converted into Common Stock at a ratio of one hundred shares of Common Stock for each share of Series C Preferred Stock.

	•	Upon achievement by Maybacks of reaching 40 channels, 50% of the shares of Series C Preferred Stock held by any Holder of record of Series C Preferred Stock shall be automatically converted into Common Stock at a ratio of one hundred shares of Common Stock for each share of Series C Preferred Stock.

	•	Upon the achievement by Maybacks of reaching the first $250,000 in “net ad revenue” (post ad agency payout), 2.5% of the shares of Series C Preferred Stock held by any Holder of record of Series C Preferred Stock shall be automatically converted into Common Stock at a ratio of one hundred shares of Common Stock for each share of Series C Preferred Stock.

	•	After the achievement by Maybacks of reaching the first $250,000 in “net ad revenue” (post ad agency payout), for each successive nine (9) times that Maybacks achieves $250,000 in “net ad revenue” (post ad agency payout), 2.5% of the shares of Series C Preferred Stock held by any Holder of record of Series C Preferred Stock shall be automatically converted into Common Stock at a ratio of one hundred shares of Common Stock for each share of Series C Preferred Stock.

	·	Issued i 15,555,556 shares for cash amounting to $ i 35,000; and

	·	Issued i 302,731,909 shares for conversion of notes valued at $ i 175,187.

	September 30, 2023			December 31, 2022
Principal balances	$	i 1,053,638		$	i 1,180,001
Discount		( i 94,451	)		( i 92,000	)
Accrued Interest		i 226,506			i 155,243
	$	i 1,185,693		$	i 1,243,243

Balance - December 31, 2022	$	i 1,608,485
Net Loss (gain) on change in fair value of the derivative		i 348,623
Adjustment due to conversion of notes		( i 83,994	)
Balance – September 30, 2023	$	i 1,873,114

	September 30, 2023		December 31, 2022
Warrants		i 11,000,000		i 11,000,000
Options		i 2,700,000		i 2,700,000
Convertible notes payable, including accrued interest		i 936,887,548		i 936,887,548
		i 950,587,548		i 950,587,548

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
General and Administrative	$	51,708	$	116,978	$	160,423	$	169,259
Depreciation and Amortization		13,283		20,806		36,236		79,776
Professional and Legal Fees		14,200		36,475		97,298		87,824
Research and Development		5,463				54,858
Total Operating Expense	$	84,654	$	174,259	$	348,816	$	336,859

	For the Nine Months Ended September 30,
	2023			2022
Net cash provided (used) in operating activities	$	(271,792	)	$	(933,783	)
Net cash provided by (used in) investing activities		-			(4,022	)
Net cash provided by (used in) financing activities		272,355			938,805
Net increase (decrease) in cash and cash equivalents	$	563		$	1,000

Nine Months ended September 30,	2023		2022
Advances from related parties	$	27,913	$	22,939
Proceeds from promissory notes		116,785
Proceeds from issuance of common stock and warrants		127,657		60,000
Proceeds from Unsecured loans
Net proceeds from convertible notes				855,866
Net cash provided by financing activities	$	272,355	$	938,805

	1.	We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the Nine months ended September 30, 2023. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

	2.	We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

	·	Issued 15,555,556 shares for cash amounting to $35,000; and

	·	Issued 302,731,909 shares for conversion of notes valued at $175,187.

Exhibit Number		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 formatted in Extensible Business Reporting Language (XBRL).

		Authentic Holdings Inc. formerly Global Fiber Technologies, Inc.
		(Registrant)

Dated: November 20, 2023		/s/ *Christopher Giordano*
		Christopher Giordano
		President, and Director
		(Principal Executive Officer)

Dated: November 20, 2023		/s/ *Paul Serbiak*
		Paul Serbiak
		CEO, Treasurer, Director and Secretary
		(Principal Financial Officer and Principal Accounting Officer)

This ‘10-Q’ Filing	Date	Other Filings

	12/31/23
Filed on:	11/20/23
	11/15/23
For Period end:	9/30/23	NT 10-Q
	6/30/23	10-Q, NT 10-Q
	6/20/23	8-K
	4/26/23	8-K
	3/31/23	10-Q, NT 10-K, NT 10-Q
	12/31/22	10-K, NT 10-K
	9/30/22	10-Q, NT 10-Q
	6/30/22	10-Q, NT 10-Q
	3/31/22	10-Q, NT 10-K, NT 10-Q
	12/31/21	10-K, NT 10-K
	12/15/21
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	12/31/19	10-K
	10/1/19
	6/18/19	8-K
	4/18/19
	12/31/17	10-K
	9/30/17	10-Q
	8/31/17
	6/30/17	10-Q, NT 10-Q
	1/11/17
	9/30/16	10-Q, 10-Q/A, NT 10-Q
	8/8/16
	4/1/16
	3/29/16
	4/1/15
	11/25/14
	8/4/14	8-K
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	4/20/11
	3/25/05
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