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ty........i have roughly 37 million @ .0009:
got the pm ty Mr K :) sounds like October will be full of fun and beer aka "Octoberfest."
Impatient 14% with tax liabilities versus 100 plus % tax free (Patient) thanks WB :)
Ihttps://authenticholdingsinc.com/company-updates/
nvestor Relations
Authentic Holdings, Inc. (OTC PINK: AHRO) is a multi-faceted media and merchandising company with four operating subsidiaries.
I would rather buy and hold AHRO with in my IRA and reap the future tax free dividends as they each blossom into their own.
Here is some exciting news imho
"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."
I agree :)
My risk is less thanks to my fellow day traders:)
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"On April 26, 2023, the Company, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Maybacks Global Entertainment LLC, an Arizona limited liability company (“Maybacks”), and the members of Maybacks. As a result of the transaction, Maybacks became a wholly-owned subsidiary of the Company.
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 looking to carry Maybacks programing.
Maybacks is looking to capitalize on the “cutting the cord” phenomenon and take advantage of its low operating costs and ability to offer free TV and channel access for established organizations at a fraction of what cable and satellite dish companies charge.
There are many Over the Air and platform driven television networks with greater financial resources and experience in running such as Sling TV which is owned by DISH Network as well as many other independent networks. We will compete with many firms, including corporations with large divisions, many of these companies have great financial, technical or marketing resources, longer operating histories, greater brand recognition or larger customer bases than we do and may be able to respond more effectively to changing business and economic conditions than we can.
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”).
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.
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 $37.7 million as of June 30, 2023, with a net working capital deficit of $5.6 million 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.
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"
Common Stock
"As of June 30, 2023, and December 31, 2022, the Company had 1,875,685,127 and 1,557,397,662 shares of its $0.001 par value common stock issued and outstanding, respectively."
NOTE 10 – SUBSEQUENT EVENTS
Subsequent to the reporting period, the Company issued 102,402,799 shares for conversion of notes valued at $61,441.
The Company had evaluated subsequent events for recognition and disclosure as of August 21, 2023, when the financial statements were available to be issued. No other matters were identified affecting the accompanying financial statements and related disclosure
"The outstanding shares of Series C Preferred Stock shall automatically convert into shares of our common stock upon the following to occur:
•
Upon the two-year anniversary of the filing of the Certificate of Designation with the State of Nevada, 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.
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.
Authentic Holdings, Inc. (AHRO) - FORM 10-Q | Quarterly Report
Aug. 21, 2023 5:28 PM ETAuthentic Holdings, Inc. (AHRO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
or
? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 000-52047
AUTHENTIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada
11-3746201
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)
50 Division Street Somerset NJ 08873
(Address of principal executive offices)
(732) 695-4389
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. 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). 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:
Large accelerated filer
?
Accelerated filer
?
Non-accelerated filer
?
Smaller Reporting Company
?
Emerging growth company
?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ? No ?
Securities registered pursuant to Section 12(b) of the Act: None
As of August 14, 2023, there were 1,978,087,926 shares outstanding of the registrant’s common stock.
AUTHENTIC HOLDINGS, INC.
TABLE OF CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
Item 1.
Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022
3
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)
4
Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)
5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 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
2
Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
AUTHENTIC HOLDINGS INC.
Condensed Consolidated Balance Sheets
As of June 30, 2023 and December 31, 2022
June 30,
2023
December 31,
2022
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents
$ 9,825
$ -
Prepaid interest and deposits
-
-
Advances
450,000
$ 625,000
Total Current Assets
459,825
625,000
Property and equipment, net of depreciation
45,968
68,206
Intangible assets
17,756
18,473
TOTAL ASSETS
$ 523,549
$ 711,679
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Bank overdraft
-
306
Accounts payable and accrued liabilities
226,895
234,641
Accrued compensation
501,250
501,250
Unsecured notes and accrued interest payable
306,303
250,464
Convertible notes and accrued interest - net of debt discount of $92,000 and $155,641 respectively.
1,037,218
1,243,243
Convertible notes and accrued interest - related party
84,568
82,568
Promissory Notes and Accrued Interest
40,000
Promissory note and accrued interest - related party
502,093
495,308
Derivative liabilities
1,310,008
1,608,485
Advances from related parties
417,054
383,686
Related party loans and accrued interest
264,050
263,529
Self Liquidating Promissory Notes
168,750
165,000
Total Current Liabilities
4,858,189
5,228,480
Stockholders’ Deficit
Preferred stock, Series B, $0.001 par value, 400,000 shares authorized, 200,000 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively.
200
200
Preferred stock, Series D, $0.001 par value, 100,000 shares authorized and 0 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively.
Common stock $0.001 par value, 2,500,000,000 shares authorized, 1,875,685,127 and 1,557,397,662 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively.
1,875,684
1,557,397
Additional paid-in capital
30,397,322
30,305,914
Accumulated deficit
(36,607,845 )
(36,380,313 )
Stockholders' deficit
(4,334,640 )
(4,516,802 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
$ 523,549
$ 711,679
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Table of Contents
AUTHENTIC HOLDINGS INC.
Condensed Consolidated Statement of Operations
For the Three and Six Months Ended June 30, 2023 and 2022
Three months ended June 30,
Six months ended June 30,
(Unaudited)
(Unaudited)
2023
2022
2023
2022
REVENUE
$ -
$ -
$ -
$ -
COST OF REVENUES
-
-
-
-
GROSS PROFIT (LOSS)
-
-
-
-
OPERATING EXPENSES
General and administrative
16,342
30,081
71,643
52,281
Depreciation and Amortization
11,450
29,485
22,953
58,970
Professional and Legal Fees
69,039
19,099
90,698
51,349
Officer salaries and compensation
-
-
-
-
Stock based compensation
-
-
-
-
Research and Development
15,545
-
41,850
-
Total Operating Expenses
$ 112,376
$ 78,665
227,144
162,600
LOSS FROM OPERATIONS
(112,376 )
(78,665 )
(227,144 )
(162,600 )
OTHER INCOME (EXPENSE)
(Income) Loss on change in fair value of derivative liabilities
(1,261,330
)
(91,254 )
(214,483 )
478,754
Gain from extinguishment of debt
-
-
-
15,856
Interest expense and financing costs
38,173
(19,601 )
75,763
(35,102 )
(Income) Loss on Joint Venture
50,000
50,000
Interest expense - related parties
(4,184 )
(7,433 )
5,874
(102,834 )
Other expense
19,800
(3,750 )
83,235
(3,750 )
Total other expense
(1,157,541 )
(122,038 )
389
352,924
NET Income (Loss)
(1,045,165 )
(200,703 )
(227,532 )
190,324
Net loss per share
$ (0.0005 )
$ (0.0001 )
$ (0.00001 )
$ 0.0002
Weighted average common shares outstanding
1,792,805,853
1,452,110,332
1,741,057,770
1,253,569,254
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Table of Contents
AUTHENTIC HOLDINGS INC.
Condensed Consolidated Statement of Stockholders' Deficit
For the Three and Six Months Ended June 30 , 2023 and 2022
Additional
Total
Series B Preferred Stock
Common Stock
Paid-in
Accumulated
Stockholders'
Shares
Amount
Shares
Amount
Capital
Deficit
Deficiency
Balance December 31, 2021
200,000
$ 200
1,450,210,322
$ 1,450,210
$ 30,092,729
(35,222,530 )
$ (3,679,391 )
Issuance of shares for conversion of notes
15,638,695
15,638
46,769
62,407
Stock issued for cash
-
Stock warrants issued for cash
60,000
60,000
Net income (loss)
391,027
391,027
Balance March 31, 2022
200,000
$ 200
1,465,849,017
$ 1,465,848
$ 30,199,498
$ (34,831,503 )
$ (3,165,957 )
Issuance of shares for conversion shares
39,582,832
39,583
60,417
100,000
Net Income (Loss)
(200,703 )
(200,703 )
Balance June 30, 2022
200,000
$ 200
1,505,431,849
1,505,431
$ 30,259,915
$ (35,032,206 )
$ (3,266,660 )
Balance December 31, 2022
200,000
$ 200
1,557,397,662
$ 1,557,397
30,305,914
(36,380,313 )
(4,516,802 )
Isusance of shares for conversion of notes
-
Stock issued for cash
15,555,556
15,556
19,445
35,001
Adjustment shares issued
139,630,947
-
-
-
-
Net income (loss)
(1,209,261 )
(1,209,261 )
Balance March 31, 2023
200,000
$ 200
1,712,584,165
$ 1,572,953
$ 30,325,359
$ (37,589,574 )
$ (5,691,062 )
Adjustment shares issued
(139,630,947
)
Issuance of shares for conversion of notes
302,731,907
302,731
71,695
374,697
Net Income (Loss)
(227,532 )
(227,532 )
Balance June 30, 2023
200,000
$ 200
1,875,685,125
$ 1,875,684
$ 30,397,322
$ (36,607,845 )
$ (4,334,640 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Contents
AUTHENTIC HOLDINGS INC.
Condensed Consolidated Statement of Cash Flows
For the Six Months Ended June 30, 2023 and 2022
2023
2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (income)
$ (227,532 )
$ 190,324
Adjustments to reconcile net income (loss) to net cash from operating activities:
Change in fair value of derivative liabilities
(298,477
)
(478,754 )
Extinguishment of derivative liabilities
Conversion of notes payable to equity
7,186
Depreciation – Property and equipment
22,954
24,972
Amortization – Intangible assets
33,998
Changes in operating assets and liabilities:
Bank Indebtedness
(2,455 )
Expense paid for subsidiary
Inventory
Advances to joint venture
175,000
Prepaid interest and deposits
Expenses paid for subsidiary
(325,000 )
Accounts payable and accrued expenses
(8,052 )
(37,711 )
Accrued interest
113,647
Net cash used in operating activities
$ (336,107 )
$ (473,793 )
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from related party
-
Acquisition of equipment
(4,022 )
Net cash used in investing activities
-
(4,022 )
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties
$ 33,888
$ 33,439
Proceeds from stock warrants
60,000
Proceeds form promissory notes
46,785
Proceeds from issuance of common stock
409,696
Proceeds from unsecured loans
55,839
-
Proceeds from Self Liquidating notes
3,750
55,221
Net proceeds from convertible notes
(204,025)
354,777
Net cash provided by financing activities
$ 345,933
$ 503,437
Net change in cash and cash equivalents
9,825
25,622
Cash and cash equivalents – beginning of period
-
Cash and cash equivalents – end of period
$ 9,825
$ 25,622
Supplemental Cash Flow Disclosures
Cash paid for interest
$ -
$ -
Cash paid for income taxes
$ -
$ -
Non-Cash Investing and Financing Activity:
Shares issued for convertible notes settlement
$ 374,696.95
$ 78,263
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Table of Contents
AUTHENTIC HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
NOTE 1 – DESCRIPTION OF BUSINESS AND GOING CONCERN
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.
After ceasing the publishing operations, the Company's operations consisted solely of utilizing the expertise of its board Members and outside agents to further the efforts of its advisory services business plan through a wholly owned subsidiary known as Trident Merchant Group, Inc. On April 20, 2011 the Company filed an amendment with the Nevada Secretary of State for a name change to Premiere Opportunities Group, Inc. which became official on June 29, 2011.
During the fourth quarter of 2013, the Company became involved in the manufacturing and global distribution of ladies’ apparel. However, in 2014 the Company stopped developing a footprint in the apparel business due to cash restraints and logistics and ceased agreements with all third parties. On August 4, 2014, the Company filed an amendment to the articles of incorporation to change the name of the Company to Global Fashion Technologies, Inc.
On January 11, 2017 the Company filed an amendment to change the name of the Company to Eco Tek 360, Inc. In November 2018, the Company created a new subsidiary, Fiber Chain, Inc., for the purpose of operating as an intermediary providing an expedited trading platform for buyers and sellers to efficiently consummate fiber transactions. The Company owns 51% of ECO CHAIN 360, Inc. ECO CHAIN 360, Inc. has had no operations to date nor did it have assets or liabilities as of March 31, 2023 or 2022.
On April 18, 2019, the Company filed an amendment to change the name of the Company to Global Fiber Technologies, Inc.
On June 18, 2019, the Company completed its acquisition of assets from AH Originals, Inc. (“AHO”), a corporation controlled by the same owner group of Global Fiber Technologies, Inc., for the consideration of 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. AHI has commenced minimal operations.
The Company’s business plan is to operate three separate subsidiaries. Authentic Heroes is a company with proprietary know how and patented technology that is currently operating in the memorabilia industry. It has licenses with Universal Music Group artists RUN DMC, YUNGBLUD and is in discussions with several other music artists. 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. Fiber Chain, Inc. is still 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.
On April 26, 2023, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Maybacks Global Entertainment LLC, an Arizona limited liability company (“Maybacks”), and the members of Maybacks. As a result of the transaction, Maybacks became a wholly-owned subsidiary of the Company. In accordance with the terms of the Purchase Agreement, at the closing an aggregate of 100,000 shares of the Company’s newly created Series C Preferred Stock were issued to the holders of Maybacks in exchange for their membership interests of Maybacks.
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 100,000 shares of the Company’s Series D Preferred Stock, par value $0.001 with state value of $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 $37.7 million as of June 30, 2023, with a net working capital deficit of $5.6 million 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.
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 51% owned subsidiaries, Pure361, Leading Edge Fashions, LLC, and ECO CHAIN 360, Inc., had no operations, assets, or liabilities as of December 31, 2022, and 2021. Because of this, a non-controlling interest is not reflected in these financial statements. In addition, the Company has consolidated Authentic Heroes, Inc., of which the Company owns 80%.
The Company filed articles of Merger with the Secretary of State of Nevada to effectuate a merger with its wholly-owned subsidiary, Authentic Holdings, Inc. Shareholder approval was optional under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company’s board of directors authorized a change in our name to “Authentic Holdings, Inc.” The Company’s Articles of Incorporation have been amended to reflect this name change.
Reclassifications
Specific amounts in the prior period’s financial statements have been reclassified to conform to the current presentation. These reclassifications did not affect the reported consolidated net loss.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.
7
Table of Contents
Inventories
Inventories are stated at the lower cost (first-in, first-out method) or net realizable value.
On June 30, 2023, and December 31, 2022, the Company had no acquired inventories.
Equipment
Property and equipment are stated at cost. Costs of replacements and significant improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets as follows:
Equipment
5 Years
Furniture and Fixtures
7 Years
Forklift
3 Years
June 30,
December 31,
2023
2022
Furniture and Equipment
$ 215,665
$ 215,665
Forklift
20,433
20,433
Camera
4,022
4,022
Trident
733
733
TOTAL Equipment
240,853
240,853
Less accumulated depreciation
(194,885 )
(172,648 )
$ 45,968
$ 68,206
Depreciation expenses amounted to $22,236 and $25,636 for the six months ended June 30, 2023 and 2022, respectively.
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 six months ended June 30, 2023, and 2022, no impairment losses have been identified.
Intangible Assets
The Company accounts for intangible assets (including trademarks and website) under ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including identifying reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include assessing future cash flows and determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to differ from such estimates materially and affect the determination of fair value and goodwill impairment at future reporting dates.
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The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed, and lives of intangible assets with determinable lives may be adjusted.
We amortize the cost of our intangible assets over the 15-year estimated useful life on a straight-line basis.
The following table sets forth the amortization for the intangible assets on June 30, 2023 and December 31, 2022:
June 30,
2023
December 31,
2022
Patent
$ 12,406
$ 12,406
Websites
10,690
10,690
Royalties
125,000
125,000
148,096
148,096
Less accumulated amortization
(189,848 )
(129,623 )
$ 17,756
$ 18,473
Amortization expenses amounted to $717 and $664 for the six months ended June 30, 2023 and 2022, respectively.
Prepaid interest and deposits
Interest and deposits include prepaid consulting fees, OTC market annual fees, and license agreements. Prepaid interest is amortized over the life of the related liability.
Revenue Recognition
The Company recognizes revenue from its customer contracts following ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps:
1.
Identify the contract, or contracts, with a customer.
2.
Identify the performance obligations in the contract.
3.
Determine the transaction price.
4.
Allocate the transaction price to the performance obligations in the contract.
5.
Recognize revenue when the Company satisfies a performance obligation.
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Accounts Receivable
Accounts receivables are recorded following ASC 310,” Receivables.” Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company has no amount recorded as an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of probable credit losses in its existing accounts receivable. Based on management’s estimate and all charges being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
Leases
Effective October 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing essential information about leasing arrangements. The Company adopted the new lease standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated for contracts existing at the time of adoption. The Company currently does not have any operating lease over one year term to require accessing (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs.
Income Taxes
Income taxes are accounted for under the asset and liability method stipulated by ASC 740 “Income Taxes.” Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax bases and operating loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized using a valuation allowance. A valuation allowance is applied when in management's view, it is more likely than not that such deferred tax asset will be unable to be utilized.
The Company adopted specific provisions under ASC Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company’s adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes.
The Company’s tax returns are subject to examination by the federal and state tax authorities for the years ended 2017 through 2021. In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of June 30, 2023, and December 31, 2022, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities.
Stock-based Compensation
We account for stock-based awards at fair value on the grant date and recognize compensation over the service period they are expected to vest. Using the Black-Scholes option pricing model, we estimate the fair value of stock options and stock purchase warrants. The estimated value of the portion of a stock-based award that is ultimately expected to vest, considering estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment. To the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised.
For the six months ended June 30, 2023, and 2022, the Company incurred no stock-based compensation.
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Beneficial Conversion Feature
For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid-in capital and related debt discount.
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If the underlying debt is converted, a proportionate share of the unamortized amounts is immediately expensed.
Debt Issue Costs
The Company may pay debt issue costs in connection with raising funds through the issuance of debt, whether convertible or not, or with other considerations. These costs are recorded as debt discounts and are amortized over the life of the obligation to the statement of operations as amortization of debt discount.
Original Issue Discount
Suppose a debt is issued with an original issue discount. In that case, the original issue discount is recorded as a debt discount, reducing the face amount of the note. It is amortized over the life of the debt to the statement of operations as amortization of debt discount. If the underlying debt is converted, a proportionate share of the unamortized amounts is immediately expensed.
Use of Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock-based awards issued and derivatives embedded in financial instruments. Assessments are used to determine depreciation, the valuation of non-cash issuances of common stock, stock options, and warrants, and valuing convertible notes for beneficial conversion features, among others.
Fair Value
FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following Six 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.
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The following table summarizes fair value measurements by level on June 30, 2023 and December 31, 2022, measured at fair value on a recurring basis:
December 31, 2022
Level 1
Level 2
Level 3
Total
Liabilities
Derivative Liabilities
$ -
$ -
$ 1,608,485.24
$ 1,608,485.24
June 30, 2023
Level 1
Level 2
Level 3
Total
Liabilities
Derivative Liabilities
$ -
$ -
$ 1,310,008
$ 1,310,008
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 June 30, 2023 and December 31, 2022, the Company had no amounts above the FDIC limit.
New Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 "Debt—Debt with Conversion and Other Options." The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has adopted this standard and determined no material impact on its financial statements.
NOTE 3 – CAPITAL STOCK
Preferred Stock
Series B Preferred Stock
In September 2014, the Company designated a "Series B Convertible Preferred Stock" (the "Series B Preferred"). The Company had originally allocated 1,000,000 shares to the series, par value $0.001 per share, and features included super voting rights of 10,000 votes per share, non-cumulative dividends at 8% per annum, accrued daily, and a liquidation preference over the common stock, along with other features contained in the Certificate of Designation for the Series B Preferred Stock filed with the State of Nevada.
On June 20, 2023, the Board of Director and the outstanding shareholders of the Series B Preferred Stock consented to amend and restate the Certificate of Designation for the Series B Preferred Stock, to (i) reduce the number of authorized preferred stock designated to the Series B Preferred Stock to 400,000 shares, (ii) revise the liquidation preference of the Series B Preferred Stock from a preferred payout to a parity payout in any liquidation with the common stock and Series C Preferred Stock of the Company, and (iii) to change the language with respect to dividends, such that the Series B Preferred Stock shall have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.
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Series C Preferred Stock
On April 26, 2023, the Board of Directors created, out of the available shares of preferred stock, par value $0.001 per share, a series of preferred stock known as “Series C Preferred Stock” consisting of 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:
•
Upon the two-year anniversary of the filing of the Certificate of Designation with the State of Nevada, 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.
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.
Series D Preferred Stock
On June 20, 2023, the Board of Directors created, out of the available shares of preferred stock, par value $0.001 per share, a series of preferred stock known as “Series D Preferred Stock” consisting of 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 $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. 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.
Common Stock
As of June 30, 2023, and December 31, 2022, the Company had 1,875,685,127 and 1,557,397,662 shares of its $0.001 par value common stock issued and outstanding, respectively.
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During the six months ended June 30, 2023, the Company issued common shares as follows:
·
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.
During the six months ended June 30, 2022, the Company had no issuance of shares.
Stock Options
No stock options were issued during the six months ended June 30, 2023, and 2022. All stock options issued previous to 2021 were either exercised or expired.
NOTE 4 – NOTES PAYABLE
Unsecured Notes Payable
On November 25, 2014, the Company issued an unsecured promissory note to an individual in the amount of $100,000 at 10% interest and due on April 1, 2015. On April 1, 2016, the Company entered into a forbearance agreement. The Company was granted an extension of the note through September 30, 2016, in consideration of 150,000 shares of common stock valued at $150,000 with interest accruing after March 29, 2016, at 12%. The lender was issued an additional 50,000 shares valued at $50,000 to extend the note to August 31, 2017. During the year ended December 31, 2019, the Company made a $15,000 repayment. The initial extension fee was amortized ratably over the extension period of 180 days.
The unsecured note and accrued interest were $306,303 as of June 30, 2023 and $250,464 as of December 31, 2022. The note is currently in default.
Convertible Notes Payable
As of June 30, 2023, and December 31, 2022, convertible notes outstanding are $1,022,359 and $1,243,243 respectively.
The following table summarizes the convertible notes included in the balance sheet on June 30, 2023 and December 31, 2022:
June 30,
2023
December 31,
2022
Principal balances
$ 938,330
$ 1,180,001
Discount
(87,000 )
(92,000 )
Accrued Interest
(185,888 )
(155,243 )
$ 1,037,218
$ 1,243,243
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 June 30, 2023:
Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2022
$ 1,608,485
Net Loss (gain) on change in fair value of the derivative
(214,483
)
Adjustment due to conversion of notes
(83,994 )
Balance – June 30, 2023
$ 1,310,008
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NOTE 6 – RELATED PARTY TRANSACTIONS
During the six months that ended June 30, 2023, and 2022, net cash proceeds of $33,388 and $33,439, respectively, were received from related parties for operating expenses. Advances from related parties accumulated balances as of June 30, 2023, and December 31, 2022, were $417,054 and $383,686, respectively.
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 has a one-year term with eight options to extend the maturity date for six-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 June 30, 2023 the note have an accumulated interest of $32,568.
Related Party Loans
During 2016, the Company received loans from the CEO and board of directors totaling $284,900. In the year ended December 31, 2017, the Company received additional loans from these individuals 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.
Balances of all loans due to related parties as of June 30, 2023:
Principal
Accrued
Interest
Total
Promissory note – related party (net of $17,594 discount)
$ 429,556
$ 72,537
$ 502,093
Convertible notes – Related party
50,000
34,568
84,568
Related Party Loans
208,150
55,900
264,050
Total Related Parties Loans
687,706
167,005
$ 854,711
NOTE 7 – LEASES
The Company’s right-of-use assets under the operating lease for an office premise had expired on October 1 and the lease was not renewed. There are no lease liabilities balances as of June 30, 2023.
The company currently does not have any long-term operating lease. Our operating lease expenses of $0 for the six months ended June 30, 2023 and $1,601 for the year ended December 31, 2022.
NOTE 8 – COMMITMENTS AND CONTINGENCIES
The Company is a party to six pending litigation matters. The Company does not believe it has any liability, nor has it accrued any liability as of June 30, 2023 and December 31, 2022, for the following:
One matter is entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc. The plaintiff initiated this litigation to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent. The Company does not operate outside the premises and has never signed any leases or other documents with the plaintiff. A judgment of eviction was entered, but the Company does not operate out of the premises in question and therefore did not appear in the matter to oppose the judgment of eviction. The plaintiff is also seeking unpaid rent in the amount of $26,595
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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 $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 $40,000.
NOTE 9 – NET LOSS PER SHARE
Potentially dilutive securities are excluded from the calculation of net loss per share when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented.
Potentially dilutive securities were comprised of the following:
June 30,
2023
December 31,
2022
Warrants
11,000,000
11,000,000
Options
2,700,000
2,700,000
Convertible notes payable, including accrued interest
936,887,548
936,887,548
950,587,548
950,587,548
NOTE 10 – SUBSEQUENT EVENTS
Subsequent to the reporting period, the Company issued 102,402,799 shares for conversion of notes valued at $61,441.
The Company had evaluated subsequent events for recognition and disclosure as of August 21, 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 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, market acceptance of our products and services, successful training and educational seminars, availability of capital, interest rates, competition, cybersecurity, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further, information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Overview
Authentic Holdings Inc. formerly Global Fiber Technologies, Inc. was incorporated in Nevada on March 25, 2005 as “Premier Publishing Group, Inc.”. Originally formed as a publishing company, the Company ceased its publishing operations in or around 2007.
The Company created subsidiary, ECO CHAIN 360, Inc. in November 2018 for the purpose of operating as an intermediary providing an expedited trading platform for buyers and sellers to efficiently consummate fiber transactions. The Company owns 51% of ECO CHAIN 360, Inc. ECO CHAIN 360, Inc. has had no operations to date nor did it have assets or liabilities as of June 30, 2023 or 2022.
On June 18, 2019, the Company completed its acquisition of assets from AH Originals, Inc. (“AHO”), a corporation controlled by the same owner group of Authentic Holdings Inc. formerly Global Fiber Technologies, Inc. for the consideration of 6,400,000 shares of common stock of the Company to be issued and the issuance of a promissory note of $447,150 that bears 3% interest per annum and has a one-year term with eight options to extend the maturity date for Six-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.
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.
On April 26, 2023, the Company, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Maybacks Global Entertainment LLC, an Arizona limited liability company (“Maybacks”), and the members of Maybacks. As a result of the transaction, Maybacks became a wholly-owned subsidiary of the Company.
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 looking to carry Maybacks programing.
Maybacks is looking to capitalize on the “cutting the cord” phenomenon and take advantage of its low operating costs and ability to offer free TV and channel access for established organizations at a fraction of what cable and satellite dish companies charge.
There are many Over the Air and platform driven television networks with greater financial resources and experience in running such as Sling TV which is owned by DISH Network as well as many other independent networks. We will compete with many firms, including corporations with large divisions, many of these companies have great financial, technical or marketing resources, longer operating histories, greater brand recognition or larger customer bases than we do and may be able to respond more effectively to changing business and economic conditions than we can.
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”).
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.
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 $37.7 million as of June 30, 2023, with a net working capital deficit of $5.6 million 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.
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.
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Results of Operations for the Six Months Ended June 30, 2023 and 2022.
Below is a summary of the results of operations for the six months ended June 30, 2023 and 2022.
For the Six months ended June 30,
2023
2022
Change
%
REVENUE
$ -
$ -
-
-
COST OF REVENUES
-
-
GROSS PROFIT (LOSS)
-
-
-
-
OPERATING EXPENSES
-
-
-
General and administrative
71,643
52,281
19,362
37 %
Depreciation and Amortization
22,953
58,970
(36,017 )
-61 %
Professional and Legal Fees
90,697
51,349
39,348
77 %
Research and Development
41,850
-
41,850
100 %
Total Operating Expenses
$ 227,143
$ 162,600
64,544
40 %
LOSS FROM OPERATIONS
(227,143 )
(162,600 )
(64,544 )
40 %
OTHER INCOME (EXPENSE)
-
-
-
Income (Loss) on change in fair value of derivative liabilities
(214,483 )
478,754
(693,327 )
145 %
Gain from extinguishment of debt
-
-
(15,856 )
-100 %
(Income) Loss on Joint Venture
50,000
50,000
100 %
Interest expense and financing costs
75,763
(35,102 )
110,865
-316 %
Interest expense - related parties
5,874
(102,834 )
108,708
-105 %
Other Expoenses
83,235
(3,750 )
86,985
-2320 %
Total other income (expense)
389
352,924
(352,535 )
-100 %
NET INCOME (LOSS)
$ (227,532 )
$ 190,324
$ (417,857 )
-220 %
Revenue
We had no revenue for the six months ended June 30, 2023, and 2022. We 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 will 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 August.
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.
18
Table of Contents
Operating expenses
Operating expenses increased by 39% in the amount of $64,544 for the six months ended June 30, 2023, compared to the same period in 2022. Listed below are the major changes to operating expenses:
General and administrative expenses increased by$19,362 or 37% for the six months ended June 30, 2023, compared to the same period in 2022, primarily due to an increase in advertising and promotion expenses by $23,041 or 250% compared to the previous year advertising and promotional expenses.
Depreciation and amortization decreased by $36,017 for the six months ended June 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 $39,348 for the six months ended June 30, 2023, compared to the same period in 2022, primarily due to $19,700 in other consulting fees.
Research and development increased by $41,850, for the six months that ended June 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 Income (Expenses)
Other expenses was $389,323 for the six months ended June 30, 2023, compared to other income of $352,924 for the same period in 2022, primarily as a result of the loss in the valuation of derivative liabilities $214,483, and loss in a joint venture of $50,000
Net Loss
We recorded a net loss of $227,532 for the six months ending June 30, 2023, compared with net income of $190,324 for the same period in 2022.
Liquidity and Capital Resources
Since its inception, the Company has financed its operations through private placements and convertible notes. The following is a summary of the cash and cash equivalents as of June 30, 2023 and December 31, 2022.
June 30,
2023
December 31,
2022
$ Change
% Change
Cash and cash equivalents
$ 9,824
$ 0
$ 9,824
100 %
19
Table of Contents
Summary of Cash Flows
Below is a summary of the Company’s cash flows for the six months ended June 30, 2023, and 2022.
For the Six Months
Ended June 30,
2023
2022
Net cash provided (used) in operating activities
$ (336,107 )
$ (473,793 )
Net cash provided by (used in) investing activities
-
4,022
Net cash provided by (used in) financing activities
345,932
503,437
Net increase (decrease) in cash and cash equivalents
$ 9,825
$ 25,622
Operating activities
Net cash used in operating activities was $336,107 during the six months ended June 30, 2023 and consisted of the net loss of $227,532 offset by the non-cash items for the six months ended June 30, 2023, of $298,477 change in change in fair value of derivative liabilities offset by the gain on derivative liabilities due to conversion of note payable, and a $22,954 decrease in depreciation and amortization expenses. The significant change in operating assets and liabilities was $175,000 in advances to Joint Venture.
Net cash used in operating activities was $473,793 for the six months ended June 30, 2022, and consisted of net income of $190,324, offset by a gain in change in derivative liability of $478,754 and an increase in Advances $325,000.
Investing Activities
The Company did not use any funds for investing activities during the six months ended June 30, 2023. The Company used $4,022 to purchase office equipment during the six months ended June 30, 2022.
Financing activities
Net cash provided in financing activities for the six months ended June 30, 2023, and 2022 was $145,868 and $503,437, respectively, consisting of the following:
Six Months ended June 30,
2023
2022
Advances from related parties
$ 33,388
$ 33,439
Proceeds from promissory notes
46,785
-
Proceeds from issuance of common stock and warrants
406,696
115,221
Proceeds from Self Liquidating notes
3,750.00
Proceeds from Unsecured loans
55,839
Net proceeds from convertible notes
-204,025
354,777
Net cash provided by financing activities
$ 345,933
$ 503,437
Going Concern
The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $36,607,845 and a working capital deficit of $4,398,364 as of June 30, 2023, and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.
20
Table of Contents
We currently do not see any need to raise additional capital at this time. Our current capital investors are on favorable terms, and we expect that we will be able to execute our business plan, grow the business and start generating greater revenue. We have no current plans to restrict our operations at this time. The Company may require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Off-Balance Sheet Arrangements
As of June 30, 2023, the Company had no off-balance sheet arrangements.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage company and have yet to generate any revenues from operations to implement our business plan fully. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and competition from larger organizations. We will require equity and/or debt financing to provide for the capital required to implement our plans. We will require additional funds to operate for the next year.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are not required to provide the information required by this Item because we are a smaller reporting company.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
21
Table of Contents
As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.
1.
We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the Six months ended June 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.
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 June 30, 2023. The Company plans to take remedial action to address these weaknesses during the fiscal year ended 2023.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the quarter ended June 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.
22
Table of Contents
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
As of the date of this filing, the Company is a party to Six pending litigation matters.
One matter is entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent. the company does not operate out of the premises in question and has never signed any leases or other documents with the plaintiff. A judgment of eviction was entered, but The company does not operate out of the premises in question and therefore did not appear in the matter to oppose the judgment of eviction. The plaintiff is also seeking unpaid rent in the amount of $26,595.
The second matter is entitled Patricia Witthuhn v. Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to her employment with Avani Holdings LLC. The Company never hired Ms. Witthuhn and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $15,000.
The third matter is entitled William Corso v. Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to his employment with Avani Holdings LLC. The Company never hired Mr. Corso and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $40,000.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the six months ended June 30, 2023, the Company issued common shares as follows:
·
15,555,556 shares for cash amounting to $35,000; and
·
302,731,907 shares for conversion of notes valued at $296,665.
The Company is required to issue a total of 100,000 shares of Series C Preferred Stock in connection with the Purchase Agreement, which shares are expected to be issued soon.
The Company is required to issue a total of 100,000 shares of Series D Preferred Stock in connection with the Asset Agreement, which shares are expected to be issued soon.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
N/A
Item 5. Other Information
None.
23
Table of Contents
Item 6. Exhibits
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 June 30, 2023 formatted in Extensible Business Reporting Language (XBRL).
** Provided herewith
24
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 on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
Authentic Holdings Inc. formerly Global Fiber Technologies, Inc.
(Registrant)
Dated: August 21, 2023
/s/ Christopher Giordano
Christopher Giordano
President, and Director
(Principal Executive Officer)
Dated: August 21, 2023
/s/ Paul Serbiak
Paul Serbiak
CEO, Treasurer, Director and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
25
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher Giordano, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Authentic Holdings Inc. formerly Global Fiber Technologies, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 21, 2023
/s/ Christopher Giordano
Christopher Giordano
President and Director
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul Serbiak, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Authentic Holdings Inc. formerly Global Fiber Technologies, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 21, 2023
/s/ Paul Serbiak
Paul Serbiak
CEO, Treasurer and Director
(Principal Financial Officer and
Principal Accounting Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher Giordano, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
the Quarterly Report on Form 10-Q of Authentic Holdings Inc. formerly Global Fiber Technologies, Inc. for the period ended June 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Authentic Holdings Inc. formerly Global Fiber Technologies, Inc.
Dated: August 21, 2023
/s/ Christopher Giordano
Christopher Giordano
President and Director
(Principal Executive Officer)
Authentic Holdings Inc. formerly
Global Fiber Technologies, Inc.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Authentic Holdings Inc. formerly Global Fiber Technologies, Inc. and will be retained by Authentic Holdings Inc. formerly Global Fiber Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
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CERTIFICATE OF DESIGNATION OF AUTHENTIC HOLDINGS, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes ______________________________________ SERIES D PREFERRED STOCK On behalf of Authentic Holdings, Inc., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”): RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “Articles of Incorporation”), there hereby is created, out of the one million (1,000,000) shares of preferred stock, par value $0.001 per share, of the Corporation authorized by the Articles of Incorporation (“Preferred Stock”), a series of Series D Preferred Stock, consisting of one hundred thousand (100,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions: The specific powers, preferences, rights and limitations of the Series D Preferred Stock are as follows: Remove Advertising 1. Designation; Rank. This series of Preferred Stock shall be designated and known as “Series D Preferred Stock.” The number of shares constituting the Series D Preferred Stock shall be six hundred and one hundred thousand (100,000) shares. The Series D Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Corporation now or hereafter outstanding. 2. Dividends. The holders of shares of Series D Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. 3. Voting Rights. The Holders of Series D Preferred Stock shall not have voting rights with the holders of Common Stock with respect to any corporate matter of the Corporation, including the election of directors, unless required by law or as provided in Section 10. 4. Liquidation Preference. (a) In the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”), whether voluntary or involuntary, the holders of Series D Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation in an amount equal to $50 (the “Stated Value”) for each share of Series D Preferred Stock before any distribution or payment shall be made to the holders of any common stock, Series C Preferred Stock or Series B Preferred Stock, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series D Preferred stock shall be ratably distributed among them in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full (the “Liquidation Preference”). The Liquidation Preference is payable after all indebtedness of the Corporation. 1 (b) A sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (“Change in Control”), shall not be deemed to be a Liquidation for purposes of this Designation. 5. Conversion. Remove Advertising (a) Conversions at Option of Holder. Each share of Series D Preferred Stock shall be convertible, at any time after three years of the Original Issue Date 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 the limitations set forth in Section 5(f)) determined by dividing the Stated Value of such share of Series D Preferred Stock by the Conversion Price (defined below). Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Series D Preferred Stock to be converted, the number of shares of Series D Preferred Stock owned prior to the conversion at issue, the number of shares of Series D Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Series D Preferred Stock to the Corporation unless all of the shares of Series D Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Series D Preferred Stock promptly following the Conversion Date at issue. Shares of Series D Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued. (b) Conversion Price. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments as provided in this Section 5). The “Variable Conversion Price” shall mean 100% multiplied by the Market Price (as defined herein). “Market Price” means the closing price of the Common Stock of the Corporation on the Trading Day (as defined herein) immediately prior to the Conversion Date on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service designated by the Holder (i.e. Bloomberg). “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. 2 (c) Delivery of Shares Upon Conversion. Upon receipt of the Notice of Conversion, the Corporation shall provide notice to the Holders of Series D Preferred Stock, which shall state the number of the shares of Common Stock that will be issued to the Holders of record of the Series D Preferred Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such address as previously submitted by holder, a book entry position or certificate, as determined by the Corporation, for the number of full shares of Common Stock to which such holder is entitled. (d) No Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series D Preferred Stock. In lieu of any fractional share to which the Holder would be entitled, the Corporation shall issue a number of shares to such Holder rounded up to the nearest whole number of shares of Common Stock. No cash shall be paid to any Holder of Series D Preferred Stock by the Corporation upon conversion of the Series D Preferred Stock. (e) Reservation of Stock. The Corporation shall, after three years from the Original issue Date or immediately in the case of a Change in Control, if there are any shares of Series D Preferred Stock outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series D Preferred Stock. If at that time any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of the Series D Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. (f) Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s affiliates, and any persons acting as a group together with such Holder or any of such Holder’s affiliates (such persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series D Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 5(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 5(f) applies, the determination of whether the Series D Preferred Stock is convertible (in relation to other securities owned by such Holder together with any affiliates and Attribution Parties) and of how many shares of series D Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Series D Preferred Stock may be converted (in relation to other securities owned by such Holder together with any affiliates and Attribution Parties) and how many shares of the Series Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 5(f), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Corporation shall within one Trading Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series D Preferred Stock, by such Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Series D Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5(F) applicable to its series D Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Series D Preferred Stock held by the Holder and the provisions of this Section 5(f) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock. 3 (g) Stock Dividends and Stock Splits. If the Corporation, at any time while the Series D Preferred Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of, or payment of a dividend on, this Series D Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(g) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. 4 (h) Issue Taxes. The issuance of shares of Common Stock on conversion of this Series D Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such shares, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such shares of Common Stock upon conversion in a name other than that of the Holders of such shares of Series D Preferred Stock and the Corporation shall not be required to issue or deliver such shares unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. The Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the shares of Common Stock. 6. Redemption. (a) Corporation Redemption Option. Notwithstanding anything to the contrary contained herein, at any time after five years from issuance, the Corporation will have the right, at the Corporation’s option, to redeem all or any portion of the shares of Series D Preferred Stock, exercisable on not more than three (3) Trading Days prior written notice to the Holders, in full, in accordance with this Section 6. Any notice of redemption hereunder (an “Optional Redemption Notice”) shall be delivered to the Holder at its registered addresses and shall state: (1) that the Corporation is exercising its right to redeem the Series D Preferred Stock, and (2) the date of redemption which shall be not more than three (3) Trading Days from the date of the Optional Redemption Notice. On the date fixed for redemption (the “Optional Redemption Date”), the Corporation shall make payment of the Optional Redemption Amount (as defined herein) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Corporation (which direction shall to be sent to Corporation by the Holder at least one (1) business day prior to the Optional Redemption Date). If the Corporation exercises its right to redeem the Series D Preferred Stock, the Corporation shall make payment to the Holder of an amount in cash equal to 106% (“Redemption Percentage”) multiplied by the sum of an amount equal to the total number of Series D Preferred Stock held by the Holder multiplied by the Stated Value. If the Corporation delivers an Optional Redemption Notice and fails to pay the Optional Redemption Amount due to the Holder within two (2) business days following the Optional Redemption Date, the Corporation shall forever forfeit its right to redeem the Series D Preferred Stock pursuant to this Section 6. (b) Corporation Mandatory Redemption. In the event of a Change in Control (the “Mandatory Redemption Date”), the Corporation shall redeem all of the shares of Series D Preferred Stock of the Holder (which have not been previously redeemed or converted). With five (5) days of the Mandatory Redemption Date, the Corporation shall make payment to each Holder of an amount in cash equal to the Redemption Percentage multiplied by the sum of an amount equal to the total number of Series D Preferred Stock held by the Holder multiplied by the Stated Value. (the “Mandatory Redemption Amount”). 7. No Preemptive Rights. No holder of the Series D Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable. 5 8. Lost or Stolen Certificates. Upon receipt by the Corporation of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the shares of Series D Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Corporation and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Corporation shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, that the Corporation shall not be obligated to re-issue Preferred Stock Certificates if the holder contemporaneously requests the Corporation to convert such shares of Series D Preferred Stock into common stock. 9. Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Series D Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. 10. Additional Rights of Preferred Xxxxx.Xx long as any Series D Preferred Stock are outstanding, the Corporation shall not, without first obtaining the majority approval of the Holders of the majority of outstanding shares of Series D Preferred Stock: (a) alter or change the rights, preferences or privileges of the Series D Preferred Stock; or (b) alter or change the rights, preferences or privileges of any capital stock of the Corporation so as to affect adversely the Series D Preferred Stock. Remove Advertising IN WITNESS WHEREOF the undersigned has signed this Designation this 27th day of June, 2023. Authentic Holdings, Inc. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: President 6 Copy Save Email Actions Collapse Remove Advertising Related content
Steve Forbes said the market is made by the impatient selling to the patient. See ya in mid March 2024 :)
AMENDED AND RESATATED CERTIFICATE OF DESIGNATION
OF
AUTHENTIC HOLDINGS, INC.
Pursuant to Section 78.1955 of the
Nevada Revised Statutes
______________________________________
SERIES B PREFERRED STOCK
On behalf of Authentic Holdings, Inc., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”) and the Holders of the outstanding shares of Series B Preferred Stock of the Corporation:
RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “Articles of Incorporation”), there hereby is created, out of the one million (1,000,000) shares of preferred stock, par value $0.001 per share, of the Corporation authorized by the Articles of Incorporation (“Preferred Stock”), a series of Series B Preferred Stock, consisting of four hundred thousand (400,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:
The specific powers, preferences, rights and limitations of the Series B Preferred Stock are as follows:
1. Designation; Rank. This series of Preferred Stock shall be designated and known as “Series B Preferred Stock.” The number of shares constituting the Series B Preferred Stock shall be four hundred thousand (400,000) shares. The Series B Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Corporation now or hereafter outstanding.
2. Dividends. The holders of shares of Series B Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.
3. Liquidation Preference.
(a) In the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”), whether voluntary or involuntary, the Holders of Series B Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation on an equal basis per share with the holders of the Common Stock and the holders of Series C Preferred Stock.
(b) A sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a “Change in Control Event”), shall not be deemed to be a Liquidation for purposes of this Designation.
1
4. Voting. The Holders of Series A Preferred Stock shall have the right to cast 10,000 votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s Common Stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. The holders of Series A Preferred Stock shall vote together with all other classes and series of Common Stock of the Corporation as a single class on all actions to be taken by the Common Stock holders of the Corporation except to the extent that voting as a separate class or series is required by law.
5. Conversion of Series B Preferred Stock. The Holders of Series B Preferred Stock shall not have conversion rights.
6. No Preemptive Rights. No holder of the Series B Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.
7. Vote to Change the Terms of or Issue Preferred Stock. The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting, of the majority holders (in addition to any other corporate approvals then required to effect such action), shall be required for any change to this Certificate of Designation or the Company’s Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series B Preferred Stock.
8. Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the shares of Series B Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, that the Company shall not be obligated to re-issue Preferred Stock Certificates if the holder contemporaneously requests the Company to convert such shares of Series B Preferred Stock into Common Stock.
9. Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Series B Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
IN WITNESS WHEREOF the undersigned has signed this Designation this 27th day of June 2023.
Authentic Holdings, Inc.
By:
/s/ Chris Giordano
Name:
Chris Giordano
Title:
President
i will let 7 million go @ .007
can't see any 6's today!!
what is your exit price ?
traveling abroad :)
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the six months ended June 30, 2023, the Company issued common shares as follows:
·
15,555,556 shares for cash amounting to $35,000; and
·
302,731,907 shares for conversion of notes valued at $296,665.
The Company is required to issue a total of 100,000 shares of Series C Preferred Stock in connection with the Purchase Agreement, which shares are expected to be issued soon.
The Company is required to issue a total of 100,000 shares of Series D Preferred Stock in connection with the Asset Agreement, which shares are expected to be issued soon.
Item 3. Defaults Upon Senior Securities
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.
NOTE 10 – SUBSEQUENT EVENTS
https://ih.advfn.com/stock-market/USOTC/authentic-pk-AHRO/stock-news/91866166/form-10-q-quarterly-report-sections-13-or-15d
Subsequent to the reporting period[/[color=red]b], the Company issued 102,402,799 shares for conversion [/color]of notes valued at $61,441.
The Company had evaluated subsequent events for recognition and disclosure as of August 21, 2023, when the financial statements were available to be issued. No other matters were identified affecting the accompanying financial statements and related disclosures.
Common Stock
"As of June 30, 2023, and December 31, 2022, the Company had 1,875,685,127 and 1,557,397,662 shares of its $0.001 par value common stock issued and outstanding, respectively. "
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."
https://ih.advfn.com/stock-market/USOTC/authentic-pk-AHRO/stock-news/91866166/form-10-q-quarterly-report-sections-13-or-15d
shares added to the AC are collateral for or equity partners imho
It really does not matter what we believe its a simple carrot on a string put out in front of the cart for the next wave of believers imho.
imho we are simply wash trading to acquire BETER AVERAGE PRICE IMHO
" In addition to putting a $5.3 million dollar asset on our balance sheet the potential income to be derived from the catalogue is enormous for Authentic and its shareholders."
"Description of AHRO Archival Collections and Services. For each archival collection and service the AHRO offers, the following information is given: Service name The name of the collection or service Basic description An outline description of the collection or service Eligibility Which categories of user are entitled to the service AHRO responsibility Details of what the AHRO offers as part of this collection or service User responsibility Any users of the collection or service are expected to conform to these criteria Service charges Details of fines or charges where applicable Service hours Availability of the collection or service Service targets Any target response or delivery times Service statistics Statistics and performance measures reported to laboratory management Premium Services Additional services, which cannot be provided as core services from the AHRO’s basic funding allocations, may be provided as charged premium services where this can be achieved without prejudicing core service provision. Examples include: • large document retrieval and/or scanning projects in support of litigation; • staffed service to make photo or electronic copies; • consulting services. Service name Appraise SLAC Archives Basic description AHRO staff are available to consult with SLAC staff regarding records (regardless of format) created as part of the laboratory’s official business Eligibility SLAC staff AHRO responsibility • Review records on site in offices, storage or server locations • Provide appraisal of records according to DOE, NARA, or SLAC records control schedule guidelines (best practice) • Consult with staff on appraisal of and on preparation of inventories for inactive temporary retention records • Provide archival boxes and records boxing service, if needed, for inactive permanent records to be retired to AHRO • Arrange and pay for Labor Pool Services to transport permanent records to AHRO storage User responsibility • Alert Archivist / Records Manager of the existence and location of inactive records needingappraisal • Provide safe and secure storage of inactive records pending their appraisal and disposition Service charges Core Laboratory service: No charges apply Service hours By appointment with AHRO staff Service targets Appraisal consultation conducted within one week of initial request, subject to current workload constraints Service statistics Statistics reported on AHRO Monthly Metrics Report Service name Arrange and Preserve SLAC Archives Basic description Gain basic intellectual control over..."
https://www.lawinsider.com/clause/description-of-ahro-archival-collections-and-services
Authentic Holdings issued 100,000 shares of a SERIES D $50Preferred which is non-convertible [/b]
Authentic Holdings, Inc. (OTC PINK: AHRO) acquired Goliath Motion Pictures Promotions for $10.3 million.
June 19, 2023
Share
Authentic Holdings, Inc. (OTC PINK: AHRO) acquired Goliath Motion Pictures Promotions for $10.3 million on June 20, 2023. Authentic Holdings issued 100,000 shares of a SERIES D $50Preferred which is non-convertible[/i] for a period of three years. In addition to putting a $5.3 million dollar asset on our balance sheet the potential income to be derived from the catalogue is enormous for Authentic and its shareholders.
Authentic Holdings, Inc. (OTC PINK: AHRO) has completed the acquisition of Goliath Motion Pictures Promotions on June 20, 2023
Authentic (AHRO) Institutional ownership
Company Profile
Institutional ownership
Data for period
Mar 2023
(Last complete reporting period)
Institutional shares
118M
Float
Outstanding shares
Total positions
1
Opened positions
0
Closed positions
0
Increased positions
1
Decreased positions
0
Latest institutional filings
Type Filer #Shares Filed For date #Previous %Chg Prev. Date
SC 13G/A
Richard Zygmunt 160.00 mm 7 Jun 23 18 May 23 118.00 mm +36% 15 Feb 23
does anyone monitor this board as a moderator ?
"Here is how you calculate revenue with the Local BTV parntership120,000,000 impressions divided by the CPM or 1000 equals 120,000. That is multiplied by their rate card of $20.00 for a monthly number of $2,400,000 or yearly number of $28,800,000. If the impressions go up from 120 MM so does the revenue. If it goes down a bit in a given month then so does the revenue. Their margins will run 25% pre tax I understand after all expenses."
ty from Mr K.
``````````````````````````````````````````````$AHRO''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''
Should easily make $$800,000 by March 2024
well said.........."never bring a knife to a gunfight."
this company reminds me of Lion gate penny stock LGF a few years ago
FYI I have a few whales that will buy at the right time imho
once again ty for all your dd................adding every day till March 2024.
gl everyone has their own tolerance .......................i only have a few million a risk ( 43 plus........)
About Authentic Holdings, Inc.
Authentic Holdings, Inc. is a multi-faceted media and merchandising company with five subsidiaries. Authentic Heroes, Maybacks Global Entertainment, Old is Gold Vinyl Records, Goliath Motion Pictures Promotions and The NFT Mint Farm.
imho one should read the current sec filings and relevant news inho
"Most importantly, Local BTV has confirmed to Maybacks that they receive an average of 120,000,000 impressions per month. Maybacks generates its revenue under a formula that pays an absolute amount for each impression received by LocalBTV. We are extremely optimistic as to what this can mean financially for the company."
..https://cfnmedianews.com/maybacks-and-local-btv-expand-ad-share-agreement-into-65-markets/
fi sometimes it's hard to remain silent when one knows the true picture...imho