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 September 30, 2024

 

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)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 ☒

 

As of November 19, 2024, there were 2,252,573,721 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 September 30, 2024 (unaudited) and December 31, 2023

 

 

 

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)

 

 

 

Condensed Consolidated Statements of Stockholders’ Deficit for the Nine Months Ended September 30, 2024 and 2023 (unaudited)

 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)

 

 

 

Notes to Condensed Consolidated Financial Statements

 

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

21

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

28

 

Item 4.

Controls and Procedures

 

28

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

30

 

Item 1A.

Risk Factors

 

30

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

30

 

Item 3.

Defaults Upon Senior Securities

 

30

 

Item 4.

Mine Safety Disclosures

 

30

 

Item 5.

Other Information

 

30

 

Item 6.

Exhibits

 

31

 

 

 

 

 

 

Signatures

 

32

 

 

 
2

Table of Contents

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

AUTHENTIC HOLDINGS INC.

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$125

 

 

$-

 

Accounts receivable

 

 

33,527

 

 

 

-

 

Advances

 

 

625,000

 

 

 

625,000

 

TOTAL CURRENT ASSETS

 

 

658,652

 

 

 

625,000

 

 

 

 

 

 

 

 

 

 

Property and equipment, net of depreciation

 

 

-

 

 

 

21,721

 

Intangible assets

 

 

4,394,233

 

 

 

4,771,322

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$5,052,885

 

 

$5,418,043

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Bank overdraft

 

$313

 

 

$1,814

 

Accounts payable and accrued liabilities

 

 

416,466

 

 

 

316,873

 

Accrued compensation

 

 

501,250

 

 

 

501,250

 

Unsecured notes and accrued interest payable

 

 

163,689

 

 

 

159,950

 

Convertible notes and accrued interest - net of debt discount

 

 

1,450,522

 

 

 

1,320,858

 

Convertible notes and accrued interest - related party

 

 

88,943

 

 

 

87,068

 

Secured Promisory Notes and Accrued Interest

 

 

101,550

 

 

 

41,022

 

Promisory Notes and Accrued Interest

 

 

-

 

 

 

25,000

 

Promissory note and accrued interest - related party

 

 

519,020

 

 

 

508,959

 

Derivative liabilities

 

 

1,248,041

 

 

 

1,633,052

 

Advances from related parties

 

 

484,974

 

 

 

560,779

 

Related party loans and accrued interest

 

 

279,983

 

 

 

274,456

 

Self Liquidating Promissory Notes

 

 

132,083

 

 

 

192,500

 

TOTAL CURRENT LIABILITIES

 

$5,386,834

 

 

$5,623,581

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDER'S EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

 

Preferred stock, Class B, $0.001 par value, 400,000 shares authorized, 200,000 shares issued and outstanding at September 30, 2024 and December 31, 2023

 

 

400

 

 

 

200

 

Preferred stock, Class C, $0.001 par value, 100,000 shares authorized, 100,000 shares issued and outstanding at September 30, 2024 and December 31, 2023

 

 

100

 

 

 

100

 

Preferred stock, Class D, $0.001 par value, 100,000 shares authorized, 100,000 shares issued and outstanding at September 30, 2024 and December 31, 2023

 

 

100

 

 

 

100

 

Preferred stock, Class Z, 4,762 and 0 shares issued and outstanding at September 30, 2024 and December 31, 2023

 

 

5

 

 

 

-

 

Common stock $0.001 par value, 3,500,000,000 shares authorized, 2,252,573,721 and 2,024,420,237 shares issued and outstanding at September 30, 2024 and December 31, 2023

 

 

2,252,573

 

 

 

2,024,420

 

Common stock issuable

 

 

52,200

 

 

 

16,500

 

Additional paid-in capital

 

 

35,912,295

 

 

 

35,791,910

 

Accumulated deficit

 

 

(38,551,622)

 

 

(38,038,768)

TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)

 

 

(333,949)

 

 

(205,538)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY (DEFICIENCY)

 

$5,052,885

 

 

$5,418,043

 

 

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

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$97,096

 

 

$-

 

 

$164,668

 

 

$-

 

Cost of revenues

 

 

(42,675)

 

 

-

 

 

 

(85,094)

 

 

-

 

Gross Profit

 

 

54,421

 

 

 

-

 

 

 

79,574

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

70,136

 

 

 

51,708

 

 

 

194,260

 

 

 

160,423

 

Depreciation and Amortization

 

 

126,019

 

 

 

13,283

 

 

 

398,810

 

 

 

36,237

 

Professional and Legal Fees

 

 

26,211

 

 

 

14,200

 

 

 

80,005

 

 

 

97,298

 

Research and Development

 

 

-

 

 

 

5,463

 

 

 

1,017

 

 

 

54,858

 

Total Operating Expenses

 

 

222,366

 

 

 

84,654

 

 

 

674,092

 

 

 

348,816

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(Loss) from Operations

 

 

(167,945)

 

 

(84,654)

 

 

(594,518)

 

 

(348,816)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income/(Expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) on change in fair value of derivative liabilities

 

 

(54,504)

 

 

(563,106)

 

 

385,011

 

 

 

(348,623)

Gain/(Loss) on settlement of notes

 

 

(84,938)

 

 

-

 

 

 

(97,125)

 

 

(46,153)

Interest expense and financing costs

 

 

(47,786)

 

 

(65,324)

 

 

(189,385)

 

 

(141,087)

Interest expense - related parties

 

 

(5,820)

 

 

(6,817)

 

 

(16,837)

 

 

(12,690)

(Income) Loss on Joint Venture

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(50,000)

Other Expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total Other Income/(Expense)

 

 

(193,048)

 

 

(635,247)

 

 

81,664

 

 

 

(598,553)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$(360,993)

 

$(719,901)

 

$(512,854)

 

$(947,369)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average common stock outstanding

 

 

2,247,546,547

 

 

 

1,970,198,093

 

 

 

2,172,891,210

 

 

 

1,978,087,926

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

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

 

 
4

Table of Contents

 

AUTHENTIC HOLDINGS INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficiency)

For the Nine Months Ended September 30, 2024 and 2023

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series B

Preferred Stock

 

 

Series C

Preferred Stock

 

 

Series D

Preferred Stock

 

 

Series Z

Preferred Stock

 

 

Common Stock

 

 

Common 

Stock

 

 

Additional

Paid in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

 Shares

 

 

 Amount

 

 

 Issuable

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance December 31, 2023

 

 

200,000

 

 

$200

 

 

 

100,000

 

 

$100

 

 

 

100,000

 

 

$100.00

 

 

 

-

 

 

$-

 

 

 

2,024,420,237

 

 

$2,024,420

 

 

$16,500

 

 

 

35,791,910

 

 

$(38,038,768)

 

$(205,538)

Reclassification

 

 

200,000

 

 

 

200

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(200)

 

 

-

 

 

 

-

 

Isusance of shares for conversion of notes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

129,516,484

 

 

 

129,516

 

 

 

-

 

 

 

(69,764)

 

 

-

 

 

 

59,752

 

Stocks issued for cash

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,200

 

 

 

3

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

79,977

 

 

 

-

 

 

 

79,980

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

(1,071,951)

 

 

(1,071,951)

Balance March 31, 2024

 

 

400,000

 

 

 

400

 

 

 

100,000

 

 

 

100

 

 

 

100,000

 

 

 

100

 

 

 

3,200

 

 

 

3

 

 

 

2,153,936,721

 

 

 

2,153,936

 

 

 

16,500

 

 

 

35,801,923

 

 

 

(39,110,719)

 

 

(1,137,757)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Isusance of shares for conversion of notes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

86,137,000

 

 

 

86,137

 

 

 

-

 

 

 

65,074

 

 

 

-

 

 

 

151,211

 

Stocks issued for cash

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

420

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,499

 

 

 

-

 

 

 

10,500

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

920,090

 

 

 

920,090

 

Balance June 30, 2024

 

 

400,000

 

 

$400

 

 

 

100,000

 

 

$100

 

 

 

100,000

 

 

$100

 

 

 

3,620

 

 

$4

 

 

 

2,240,073,721

 

 

$2,240,073

 

 

$16,500

 

 

$35,877,496

 

 

$(38,190,629)

 

$(55,956)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Isusance of shares for conversion of debt

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

20,000

 

 

 

-

 

 

 

-

 

 

 

20,000

 

Isusance of shares for conversion of notes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

12,500,000

 

 

 

12,500

 

 

 

-

 

 

 

6,250

 

 

 

-

 

 

 

18,750

 

Stocks issued for cash

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,142

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

15,700

 

 

 

28,549

 

 

 

-

 

 

 

44,250

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(360,993)

 

 

(360,993)

Balance September 30, 2024

 

 

400,000

 

 

$400

 

 

 

100,000

 

 

$100

 

 

 

100,000

 

 

$100

 

 

 

4,762

 

 

$5

 

 

 

2,252,573,721

 

 

$2,252,573

 

 

$52,200

 

 

$35,912,295

 

 

$(38,551,622)

 

$(333,949)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2022

 

 

200,000

 

 

$200

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,557,397,662

 

 

$1,557,397

 

 

$-

 

 

$30,305,914

 

 

$(36,380,313)

 

$(4,516,802)

Stock issued for cash

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

15,555,556

 

 

 

15,556

 

 

 

-

 

 

 

19,444

 

 

 

 

 

 

 

35,000

 

Adjustment shares issued

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

139,630,947

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

-

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

(1,209,261)

 

 

(1,209,261)

Balance March 31, 2023

 

 

200,000

 

 

$200

 

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

 

 

1,712,584,165

 

 

$1,572,953

 

 

$-

 

 

$30,325,358

 

 

$(37,589,574)

 

$(5,691,063)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment shares issued

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(139,630,947)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Issuance of shares for conversion of notes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

302,731,907

 

 

 

302,731

 

 

 

-

 

 

 

71,964

 

 

 

-

 

 

 

374,695

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

981,792

 

 

 

981,792

 

Balance June 30, 2023

 

 

200,000

 

 

$200

 

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

 

 

1,875,685,125

 

 

$1,875,684

 

 

$-

 

 

$30,397,322

 

 

$(36,607,782)

 

$(4,334,576)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment shares issued

 

 

-

 

 

 

-

 

 

 

100,000

 

 

 

100

 

 

 

100,000

 

 

 

100

 

 

 

-

 

 

 

-

 

 

 

102,402,801

 

 

 

-

 

 

 

-

 

 

 

(35,307)

 

 

-

 

 

 

(35,107)

Issuance of shares for conversion of notes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

(719,901)

 

 

(719,901)

Balance September 30, 2023

 

 

200,000

 

 

$200

 

 

 

100,000

 

 

$100

 

 

 

100,000

 

 

$100

 

 

 

-

 

 

$-

 

 

 

1,978,087,926

 

 

$1,875,684

 

 

$-

 

 

$30,362,015

 

 

$(37,327,683)

 

$(5,089,584)

 

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

 

 
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AUTHENTIC HOLDINGS INC.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30,

(Unaudited)

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net Income (loss)

 

$(512,854)

 

$(947,369)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Change in fair value of derivative liabilities

 

 

(385,011)

 

 

348,623

 

Loss on conversion of convertible debt

 

 

97,125

 

 

 

-

 

Conversion of convertible notes to equity

 

 

 

 

 

 

46,153

 

Amortization of debt discount

 

 

39,435

 

 

 

-

 

Depreciation - Property and equipment

 

 

21,721

 

 

 

33,355

 

Amortization - Intangible assets

 

 

377,089

 

 

 

2,882

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(33,527)

 

 

 

 

Advances

 

 

-

 

 

 

175,000

 

Accounts payable and accrued expenses

 

 

99,593

 

 

 

(10,447)

Accrued interest

 

 

157,380

 

 

 

80,317

 

Net cash used in operating activities

 

$(139,049)

 

$(271,486)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Acquisition of equipment

 

 

-

 

 

 

-

 

Net cash provided by investing activities

 

$-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Bank overdraft

 

 

(1,501)

 

 

(306)

Advances from related parties

 

 

14,831

 

 

 

27,913

 

Proceeds from common stock and warrants

 

 

119,030

 

 

 

-

 

Proceeds from common stock issuable

 

 

15,700

 

 

 

 

 

Proceeds from promisory notes

 

 

-

 

 

 

116,785

 

Proceeds from secured promisory notes

 

 

72,500

 

 

 

-

 

Proceeds from convertible notes

 

 

105,000

 

 

 

-

 

Proceeds from unsecured loans

 

 

-

 

 

 

127,657

 

Proceeds from self liquidating notes

 

 

-

 

 

 

-

 

Repayments of advances from related parties

 

 

(90,636)

 

 

-

 

Repayment of promissory Notes

 

 

(42,500)

 

 

-

 

Repayment of convertible notes

 

 

(53,250)

 

 

-

 

Net cash provided by financing activities

 

$139,174

 

 

$272,049

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash

 

$125

 

 

 

563

 

Cash and cash equivalents, beginning of period

 

 

-

 

 

 

-

 

Cash and cash equivalents , end of period

 

$125

 

 

$563

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for taxes

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash financing activities

 

 

 

 

 

 

 

 

Conversion of convertible debt into common stock

 

$230,963

 

 

$-

 

 

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

 

 
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AUTHENTIC HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

 

NOTE 1 – DESCRIPTION OF BUSINESS AND GOING CONCERN

 

Authentic Holdings Inc., formerly Global Fiber Technologies, Inc. ("the Company"), was incorporated in Nevada on September 29, 2003.

 

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.  In 2011, the Company changed its’ name to Premiere Opportunities Group, Inc.

 

In 2013, the Company became involved in the manufacturing and global distribution of ladies’ apparel, which was discontinued in 2014.  In 2014, the Company changed its’ name to Global Fashion Technologies, Inc. 

 

In 2017, the Company changed its’ name to Eco Tek 360, Inc.  In 2018, the Company began a venture for the purpose of operating as an intermediary providing an expedited trading platform for buyers and sellers to efficiently consummate fiber transactions.  This venture has had no operations to date nor did it have assets or liabilities.

 

In 2019, the Company changed its’ name of to Global Fiber Technologies, Inc.

 

On June 18, 2019, the Company completed its acquisition of assets from A.H. Originals, Inc. ("AHO"), a corporation controlled by the same owner group of Global Fiber Technologies, Inc.  The Company created a new subsidiary, Authentic Heroes, Inc. ("AHI"), to hold the purchased assets. AHI has commenced minimal operations to date.

 

On March 30, 2022, the Company formed a joint venture with Inventel Products LLC and Maestro Entertainment Corp. in order to produce and sell limited addition vinyl records.  The joint venture has no operations to date.

 

On July 26, 2022, 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 was amended to reflect this name change.

 

On April 26, 2023, the Company entered into a Membership Interest 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.

 

On June 20, 2023, the Company, closed License Agreement with Goliath Motion Picture Promotions, where the Company acquired the licensing rights various full-length motion pictures and serial television shows for a period of 10 years. 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 Global Entertainment.

 

The Company has developed a non-fungible token (“NFT”) platform to hold 80 million music NFTs. The Company plans on utilizing this platform across its’ business lines. The Company is also in the process of re-building a more fortified, secure, and user-friendly platform for storing and claiming future NFTs, as well as building a landing platform on top of our current NFT platform which will be an industry first. This platform's purpose is to help NFT investors recapture the losses incurred on certain types of projects. The Company will also start work 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, back-stage passes, airfare to and from the concert.

 

 
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Going Concern

 

The accompanying financial statements have been prepared following U.S. generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company has an accumulated deficit of $38,551,622 and $38,038,768 as of September 30, 2024 and December 31, 2023, respectively, incurred net losses of $512,854 and $947,369 for the nine months ended September 30, 2024 and 2023, respectively, and had net working capital deficits of $4,728,182 and $4,998,581 at September 30, 2024 and December 31, 2023, respectively, and has minimal cash resources. At September 30, 2024, the Company had a number of promissory notes in default, including convertible notes with face values of $ 1,051,664, secured promissory notes with face values of $101,550, related party promissory notes with face values of $447,150 and self-liquidating promissory notes of $132,083. Consequently, the items mentioned above raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to raise additional debt or equity and continue to settle obligations by issuing stock. Management intends to continue to grow other debt and equity until the Company has positive cash flows from an operating company.

 

The Company's ability to continue as a going concern depends on its ability to repay or settle its current indebtedness, generate positive cash flow from an operating company, and raise capital through equity and debt financing or other means on desirable terms. If the Company cannot obtain additional funds when required or if the funds cannot be received on favorable terms, management may be necessary to restructure the Company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

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 subsidiary, Maybacks Global Entertainment. All significant intercompany accounts and transactions have been eliminated.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.

 

Advances

 

Advances are amounts provided to Inventel Products LLC for the production of vinyl records, to be sold through the Company’s joint venture.

 

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:

 

 
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Table of Contents

 

Equipment

5 Years

Furniture and Fixtures

7 Years

Forklift

3 Years

 

At September 30, 2024 and December 31, 2023, property and equipment consisted of the following, respectively:

 

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

 

 

(240,853 )

 

 

(219,132 )

 

 

$-

 

 

$21,721

 

 

Depreciation expense amounted to $21,721 and $33,355 for the nine months ended September 30, 2024 and 2023, 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 nine months ended September 30, 2024, and 2023, no impairment losses have been identified.

 

Intangible Assets

 

The Company accounts for intangible assets (including trademarks, website and license agreements) under ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including identifying reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include assessing future cash flows and determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to differ from such estimates materially and affect the determination of fair value and goodwill impairment at future reporting dates.

 

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed, and lives of intangible assets with determinable lives may be adjusted.

 

We amortize the cost of our intangible assets over the 5 to 15-year estimated useful life on a straight-line basis.

 

 
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Table of Contents

 

The following table sets forth the amortization for the intangible assets on September 30, 2024 and December 31, 2023:

 

 

 

September 30,

2024

 

 

December 31,

2023

 

 

 

 

 

 

 

 

License agreement

 

$5,000,000

 

 

$5,000,000

 

Customer list

 

 

7,000

 

 

 

7,000

 

Patent

 

 

12,406

 

 

 

12,406

 

Websites

 

 

10,690

 

 

 

10,690

 

 

 

 

5,030,096

 

 

 

5,030,096

 

Less accumulated amortization

 

 

(635,863 )

 

 

(258,774 )

 

 

$4,394,233

 

 

$4,771,322

 

 

Amortization expenses amounted to $377,089 and $919 for the nine months ended September 30, 2024 and 2023, 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.

 

The Company earns revenue from the sale of advertising on our owned Maybacks network.  The Company recognizes revenue through two channels:

 

 

·

The Company has contracted with an agent, who manages the contracting, billing and placement of ads. We have determined that a contract exists for our advertising sales arrangements once all terms and conditions are agreed upon, typically when the number of advertising units is specifically identified and scheduled by our agent. As the placement of ads in managed by an independent agent, revenue from these arrangements is recognized upon collection and remittance by our agent.

 

 

 

 

·

The Company has contracted with various advertising agencies, whom the Company directly bills for ads placed. The Company tracks the ad placement and bills the advertising agencies at least monthly. Revenues are recognized for these ads upon completion of the ad on the Company’s network.

 

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.

 

 
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Table of Contents

 

Concentration of Credit Risk

 

At September 30, 2024, receivables from 3 customers represented 78% of the accounts receivable balance.             

 

During the nine months ended September 30, 2024, 80% of sales were through the Company’s agent channel.

 

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 September 30, 2024, and December 31, 2023, 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 nine months ended September 30, 2024, and 2023, the Company incurred no stock-based compensation.

 

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.

 

 
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Table of Contents

 

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 1Quoted market prices for identical assets or liabilities in active markets or observable inputs.

Level 2Significant other observable inputs that observable market data can corroborate; and

Level 3Significant unobservable inputs that observable market data cannot corroborate.

 

The following table summarizes fair value measurements by level on September 30, 2024 and December 31, 2023, measured at fair value on a recurring basis:

 

September 30, 2024

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$-

 

 

$-

 

 

$1,248,041

 

 

$1,248,041

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$-

 

 

$-

 

 

$1,633,052

 

 

$1,633,052

 

 

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. At September 30, 2024 and December 31, 2023, the Company had no amounts above the FDIC limit. 

 

 
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Table of Contents

 

New Accounting Pronouncements

 

The Company assesses new accounting standards on an ongoing basis.  The Company does not believe any future standards will have a material impact on the Company’s present or future consolidated financial statements.

 

NOTE 3 – CAPITAL STOCK

 

Preferred Stock

 

As of September 30, 2024, and December 31, 2023, the Company had 604,762 and 600,000 shares of its $0.001 par value preferred stock issued and outstanding, respectively. The following summarizes the preferred stock classes:

 

·

The Company has designated a "Class B Convertible Preferred Stock" (the "Class B Preferred"). The number of authorized shares totals 1,000,000, and the par value is $0.001 per share. The Class B Preferred shareholders vote together with the common stock as a single class. The holders of Class B Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock. The holders of Class B Preferred shares shall be entitled to 10,000 votes per share. The Class B Preferred Stock will have the rights to liquidation as all classes of the Company's Common Stock. The Class B Preferred stockholders are entitled to receive non-cumulative dividends at 8% per annum, accrued daily. The Corporation shall redeem the Class B Preferred Stock for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control. In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, the holders of the Class B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock, the amount of $0.035 per share plus any accrued but unpaid dividends. At September 30, 2024 and December 31, 2023, there were 400,000 and 200,000 shares of Series B Preferred Stock issued and outstanding, respectively.

 

 

·

Series C Preferred Stock”. 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:

 

 

o

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.

 

 

 

 

o

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.

 

 

 

 

o

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.

 

 

 

 

o

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.

 

At September 30, 2024 and December 31, 2023, there were 100,000 and 100,000 shares of Series C Preferred Stock issued and outstanding, respectively.

 

 
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·

 “Series D Preferred Stock”. 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.

 

 

 

 

 

At September 30, 2024 and 2023, there were 100,000 and 100,000 shares of Series D Preferred Stock issued and outstanding, respectively.

 

 

·

 “Series Z Preferred Stock”. Under the terms of the Certificate of Designation for the Series Z Preferred Stock, the shares shall not accrue nor pay dividends except as declared by the board of directors in its sole discretion. The Series Z Preferred Stock shall have the same voting rights as the Common Stock, but on a one hundred-to-one basis (100:1). In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of the Series Z Preferred then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its shareholders, before any payment or declaration and setting apart for payment of any amount shall be made in respect of any outstanding capital stock of the Company, an amount equal to $25.00 per share, plus the Redemption provision then all the assets of the Company available to be distributed shall be distributed ratably to the holders of the Series Z Preferred and then to the holders of other outstanding shares of capital stock of the Company. If upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the assets to be distributed to the holders of the Series Z Preferred shall be insufficient to permit the payment to the holders thereof the full preferential amount as provided herein, then such available assets shall be distributed ratably to the holders of the Series Z Preferred. Each share of Series Z Preferred shall be convertible at a fifty (50%) discount to the closing stock price of Authentic Holdings Inc., on the day the Holder gives notice to the Company at the option of the holder(s), on the Conversion Basis in effect at the time of conversion. Such right to convert shall commence as of the Issue Date and shall continue thereafter for a period of one (1) year, such period ending on the tenth anniversary of the Issue Date

 

 

 

 

 

At September 30, 2024 and 2023, there were 4,762 and 0 shares of Series Z Preferred Stock issued and outstanding, respectively.

 

 

 

 

 

During nine months ended September 30, 2024, the Company issued 4,542 shares of Series Z preferred shares for net proceeds of $113,530.

 

 

 

 

 

During nine months ended September, 2023, the Company had no issuance of preferred shares.

 

 
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Common Stock

 

As of September 30, 2024, and December 31, 2023, the Company had 2,252,573,721 and 2,024,420,237 shares of its $0.001 par value common stock issued and outstanding, respectively. 

 

During the nine months ended September 30, 2024, the Company issued common shares as follows:

 

·

Issued 228,153,484 shares for conversion of notes valued at $156,025.

 

Common Stock Issuable

 

As of September 30, 2024, and December 31, 2023, the Company had 42,640,000 and 15,000,000 shares of its $0.001 par value common stock to be issued, respectively.

 

Stock Options

 

No stock options were issued during the nine months ended September 30, 2024, and 2023.

 

NOTE 4 – NOTES PAYABLE

 

Unsecured Notes Payable

 

Unsecured notes consist of various notes accruing interest ranging from 5% to 17%. The following summarizes these notes:

 

 

 

September 30,

2024

 

 

December 31,

2023

 

Unsecured notes payable

 

$99,700

 

 

$99,700

 

Accrued interest

 

 

63,989

 

 

 

60,250

 

 

 

$163,689

 

 

$159,950

 

 

Convertible Notes Payable

 

Convertible notes consist of the following: 

 

 

 

September 30,

2024

 

 

December 31,

2023

 

Principal balances

 

$1,051,664

 

 

$1,061,793

 

Discount

 

 

(2,486 )

 

 

(36,921 )

Accrued Interest

 

 

408,843

 

 

 

295,986

 

 

 

$1,458,021

 

 

$1,320,858

 

 

During the nine months ended September 30, 2024, the Company received proceeds of $50,000 from two convertible promissory notes, maturing in 2026. The notes bear interest 18%, with a penalty rate of 25%. These notes are convertible at a fixed conversion price of $0.0005. Thes agreements include royalty agreements for Maybacks, wherein the Company agrees to pay 2.50% of gross sales. During the nine months ended September 30, 2024, the Company recognized $32,731 in accrued royalties.

 

 
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During the nine months ended September 30, 2024, the Company received proceeds of $55,000 from a convertible note, maturing in 2025. The note bears interest 10%, with a penalty rate of 24%. This note is convertible at a fixed conversion price of $0.0005, unless in default. Provided that an Event of Default is continuing for not less than 21 days, the Holder may elect to use the lower of (i) the Fixed Price of $0.0005 or (ii) the lowest traded price of the Company Common Stock during the prior 21-day trading period.

 

At September 30, 2024, convertible notes with face values of $1,463,564 were in default.

 

Secured Promissory Note

 

The following notes are secured by the assets of the Company:

 

 

 

September 30,

2024

 

 

December  31,

2023

 

Secured notes payable

 

$95,000

 

 

$40,000

 

Accrued interest

 

 

6,550

 

 

 

1,022

 

 

 

$117,250

 

 

$41,022

 

 

Self-Liquidating Promissory Notes

 

Self-liquidating promissory notes consist of various notes accruing interest at 5%.  The following summarizes these notes:

 

 

 

September 30,

2024

 

 

December 31,

2023

 

Self-liquidating promissory notes

 

$100,000

 

 

$150,000

 

Accrued interest

 

 

32,083

 

 

 

42,500

 

 

 

$132,083

 

 

$192,500

 

 

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 September 30, 2024:

 

Fair Value Measurements Using Significant Observable Inputs (Level 3)

 

Balance - December 31, 2023

 

$1,633,052

 

Net Loss (gain) on change in fair value of the derivative

 

 

(385,011 )

Balance – September 30, 2024

 

$1,248,041

 

 

 
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NOTE 6 – ACQUISITIONS

 

Maybacks Global Entertainment LLC

 

On April 26, 2023, the Company entered into a Membership Interest 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. 

 

Maybacks is a 27 station network whose programming is carried by Roku, Direct TV, Local Now and many other platforms giving it an FCC reach of over 450,000,000 worldwide.  At acquisition date, Maybacks did not have any tangible assets or liabilities.

 

Goliath Motion Picture Promotions

 

On June 20, 2023, the Company, closed a License Agreement with Goliath Motion Picture Promotions (“Goliath”).

 

On the Closing Date, the Company licensed various full-length motion pictures and serial television shows for a period of 10 years. In exchange for the license, the Company issued to the Seller 100,000 shares of the Company’s Series D Preferred Stock, par value $0.001 with stated value of $50 per share.

 

As a result of the Purchase 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 Maybacks TV Network.

 

Estimated future amortization for the above acquisitions are as follows:

 

 

 

Maybacks

 

 

Goliath

 

 

 

 

 

Customers

 

 

License

 

 

Total

 

2024

 

$175

 

 

$125,000

 

 

$125,175

 

2025

 

 

700

 

 

 

500,000

 

 

 

500,700

 

2026

 

 

700

 

 

 

500,000

 

 

 

500,700

 

2027

 

 

700

 

 

 

500,000

 

 

 

500,700

 

2028

 

 

700

 

 

 

500,000

 

 

 

500,700

 

2029

 

 

700

 

 

 

500,000

 

 

 

500,700

 

 

 

 

3,675

 

 

 

2,625,000

 

 

 

2,628,675

 

Thereafter

 

 

2,450

 

 

 

1,750,000

 

 

 

1,752,450

 

 

 

$6,125

 

 

$4,375,000

 

 

$4,381,125

 

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

During the nine months ended September 30, 2024, and 2023 net cash repayments of $75,805 and proceeds of $27,913 respectively were received from related parties for operating expenses. Advances from related parties accumulated balances as of September 30, 2024 and December 31, 2023 were $484,974 and $560,779, respectively.

 

 
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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 Global Fiber Technologies, Inc. The promissory note bears 3% interest per annum and have a one-year term with eight options to extend the maturity date for three-month periods.

 

Convertible Notes Payable – related party

 

In August 2015, the Company issued an unsecured promissory note to an investor in the amount of $50,000, convertible to common stock at $1.00 per share. The note bears an interest rate of 8% per annum and matured on August 8, 2016. The note is currently unpaid and in default. At September 30, 2024 and December 31, 2023 the note had accrued interest of $38,943 and $37,068, respectively.

 

Related Party Loans

 

From 2016 to current, the Company has received loans from the CEO and a member of the board of directors to support operations.  The loans bear interest at 5% per annum and are payable upon demand.

 

Balances of all loans due to related parties as of September 30, 2024:

 

 

 

Principal

 

 

Accrued Interest

 

 

Total

 

Promissory note - related party

 

$447,150

 

 

$71,870

 

 

$519,020

 

Convertible notes – Related party

 

 

50,000

 

 

 

38,943

 

 

 

88,943

 

Related Party Loans

 

 

213,671

 

 

 

69,449

 

 

 

283,120

 

Total Related Parties Loans

 

 

710,821

 

 

 

180,262

 

 

$891,083

 

 

At September 30, 2024, related party loans with a face value of $447,150 were in default.

 

Accrued Compensation

 

The Company had $501,250 in accrued compensation due to current and former management at September 30, 2024 and December 31, 2023, respectively.  Management has waived compensation for the nine months ended September 30, 2024 and year ended December 31, 2023.

 

NOTE 8 – INCOME TAXES

 

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

 
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The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of September 30, 2024 and December 31, 2023, are as follows:

 

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Net operating loss carryforward

 

$38,406,181

 

 

$38,038,768

 

Effective tax rate

 

 

21%

 

 

21%

Deferred tax asset

 

 

8,065,298

 

 

 

7,988,141

 

Less: Valuation allowance

 

$(8,065,298)

 

$(7,988,141)

Net deferred asset

 

$-

 

 

$-

 

 

As of September 30, 2024, the Company had approximately $38 million in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2029 and 2039. NOLs generated in tax years prior to December 31, 2017, can be carryforward for twenty years, whereas NOLs generated after December 31, 2017, can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2019 through 2023 are subject to review by the tax authorities.

 

NOTE 9– COMMITMENTS AND CONTINGENCIES

 

Litigation

 

The Company is a party to three pending litigation matters. The Company does not believe it has any liability, nor has it accrued any liability as of September 30, 2024 and December 31, 2023 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.

 

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.

 

Employment Agreements

 

Other than as set forth below, we have no formal employment agreements with any of our directors or officers.

 

At the present time we are not compensating our officers and directors. We have the following employments agreements with our executive officers. At the end of 2020 these executive officers agreed to waive compensation for 2020 and for the foreseeable future.

 

 
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On December 30, 2016 we entered into an employment agreement with Paul Serbiak, our CEO and Treasurer, wherein Mr. Serbiak will begin to earn a salary upon our company receiving funding from a potential private placement, while also being granted both vested and incentive-based stock options. Specifically, the base salary for Mr. Serbiak shall initially be set at $90,000 per year but has the potential to incrementally increase up to $200,000 per year based on the Company achieving certain revenue goals. Moreover, Mr. Serbiak’s contract provides for a minimum annual bonus of thirty-percent (30%) of his base salary, but gives the Company the discretion to award an annual bonus of up to three-hundred-percent (300%) of his base salary. As a signing bonus, Mr. Serbiak received 1,500,000 options to purchase shares of the Company’s common stock that are exercisable for a period of ten years at the market close price on December 31, 2016. In addition, Mr. Serbiak’s contract provides for up to ten incentive stock option awards of 1% of the shares of common stock outstanding $1,000,000 in net income received by the Company over the next ten years. Such options would be exercisable at the closing bid price for the ten days preceding the Company’s achievement of each award milestone.

 

On February 14, 2017, we entered into an employment agreement with Christopher Giordano, our President, wherein Mr. Giordano will begin to earn a salary upon our company receiving funding from a potential private placement, while also being granted both vested and incentive-based stock options. Specifically, his salary shall not be earned or payable until such time that the Company raises at least $2,000,000 in a private placement. The base salary for Mr. Giordano shall initially be set at $90,000 per year but has the potential to incrementally increase up to $200,000 per year based on the Company achieving certain revenue goals. Moreover, Mr. Giordano’s contract provides for a minimum annual bonus of thirty-percent (30%) of his base salary, but gives the Company the discretion to award an annual bonus of up to two-hundred-percent (200%) of his base salary. As a signing bonus, Mr. Giordano received 250,000 options to purchase shares of the Company’s common stock that are exercisable for a period of five years at a strike price of $0.50 per share. In addition, Mr. Giordano’s contract provides for up to ten incentive stock option awards of 0.75% of the shares of common stock outstanding per $1,000,000 in net income received by the Company over the next ten years. Such options would be exercisable at the closing bid price for the ten days preceding the Company’s achievement of each award milestone.

 

NOTE 10 – 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:

 

 

 

September 30

 

 

December 31,

 

 

 

2024

 

 

2023

 

Warrants

 

 

11,000,000

 

 

 

11,000,000

 

Options

 

 

2,700,000

 

 

 

2,700,000

 

Convertible notes payable, including accrued interest

 

 

1,036,701,554

 

 

 

2,419,329,215

 

 

 

 

1,050,401,554

 

 

 

2,433,029,215

 

 

NOTE 11 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to September 30, 2024 through the date these financial statements were issued and have determined that we do not have any other material subsequent events to disclose or recognize in these financial statements.

 

 
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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.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

 

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

 

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, we ceased our publishing operations in or around 2007.

 

On June 18, 2019, we completed the acquisition of assets from AH Originals, Inc. (“AHO”), a corporation controlled by the same owner group of our company for the consideration of 6,400,000 shares of our common stock and the issuance of a promissory note of $447,150 that bears 3% interest per annum and has a one-year term with eight options to extend the maturity date for six-month periods. In addition, we issued to AHO 200,000 common shares of Authentic Heroes, Inc. (“AHI”), a subsidiary created by us to hold the purchased assets.

 

The Authentic Heroes, Inc. subsidiary has patented technology that takes the original event worn apparel from an iconic individual and creates “Fan-wear” collectibles containing fibers from that original. All of the Fan-Wear items have an embedded QR Code that registers the items on our Blockchain for their provenance and immutability.

 

The Authentic Heroes subsidiary is also in the business of creating vinyl records for distribution into retail department stores and online sales and has pressed 150,000 vinyls to date under the heading of “Old is Gold” Christmas.

 

The Authentic Heroes subsidiary also has completed an NFT Platform on the POLYGON Blockchain capable of housing millions of NFTs. The NFT platform has minted 500,000 NFTs as part of free music NFT given away with its “Old is Gold” Christmas album.

 

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

 

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

 

 
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Maybacks is an Over the Air and platform driven television network with channels of various programs that include movies, sports, talk shows and live events, with 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 doubled its channel count in the last 12 months from 14 to over 31 channels under the brand iDreamCTV. Maybacks has increased its footprint from 1.5 million households to over 41 million households since being acquired in April of 2023. Maybacks serves over 40 markets with its own proprietary programming. Within the 43 cities Maybacks serve are major markets such as NYC, Los Angeles, San Diego, Miami, Houston and Phoenix to name a few.

 

Maybacks completed the development of a multi-platform phone application “app” in May of 2024 known as iDreamCTV. The app allows the user access to all 30 Maybacks “streaming channels” as opposed to just the limited channels broadcasted at the local level at scheduled times via OTA or “Over the Air. The app is available on ROKU, iOS and Android platforms and launched in June of 2024 with 25,000 initial downloads. To date the active users of the app are 91,000.

 

In addition, Maybacks has signed a co-marketing agreement with ZEASN Whale TV. Whale TV is an operating system (“OS”) manufacturer with its OS being utilized by over 400 TV manufacturers globally. Whale TV and Maybacks will market the iDreamCTV app and will look to generate ad revenue through digital ads known as Vast Tags. Maybacks and Whale TV will split the revenue on a 70/30 basis to Maybacks favor.

 

The relationship with Whale TV gives Maybacks access to a global market including China, India, SE Asia, Australia, South America and Western Europe, which will all serve as potential opportunities for Maybacks and Whale TV to create Vast Tag revenue.

 

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

 

There are no assurances that we will be able to compete against these larger rivals and gain market share. We have realized revenues for the year ended December 31, 2023 and for the three and nine months ended September 30, 2024, and we hope more advertising agreements are signed and more ad impressions are sold to generate future revenue for our company. While these are signs that progress in our company has been made, we are not profitable and still face several challenges, including those presented as ‘Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

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”).

 

Since execution, however, the fulfillment of the Asset Agreement has not been possible because the Assets could not be entirely conveyed to the Company as intended by the parties. Therefore, on May 10, 2024, the parties entered into an Amended Asset Purchase Agreement, to be effective as of December 31, 2023, to convert the purchase of Assets to a license to use those Assets for a period of 10 years.

 

As a result of the license of the Assets, the Company is in the process of uploading the 35,000 plus full-length motion pictures and serial television shows to create a VOD, “Video on Demand” opportunity to be driven by subscription and/or Vast Tag ad revenue. The Company is currently using the non-tokenized library for content distribution on its own TV Network known as Maybacks.

 

 
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The Company intends to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements, until the Company generates positive cash flow from operations. However, the Company has an accumulated deficit of $38,467,655 and $38,038,768 as of September 30, 2024 and December 31, 2023, respectively, incurred net losses of $428,887 and $719,901 for the nine months ended September 30, 2024 and 2023, respectively, and had net working capital deficits of $4,747,353 and $4,998,581 at September 30, 2024 and December 31, 2023, respectively, and had minimal cash resources. The company has several promissory notes in default, including convertible notes with face values of $1,051,664, secured promissory notes with face values of $117,250, related party promissory notes with face values of $484,974 and self-liquidating promissory notes of $132,083. 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/.

 

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

 

Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023.

 

Revenue

 

We earned revenue of $97,096 for the three months ended September 30, 2024, as compared with no revenue for the three months ended September 30, 2023. We earned revenue of $164,668 for the nine months ended September 30, 2024, as compared with no revenue for the nine months ended September 30, 2023. We expect that revenue will increase in future quarters as Maybacks continues to enter into agreements to expand the markets for its movie and TV programming and agreements for advertising spots.

 

We also expect that revenue will increase in future quarters as we are currently re-building a more fortified, secure, and user-friendly platform for storing and claiming our future NFTs. We have completed the building of a landing platform on top of our current NFT platform. One of the platform’s purposes is to help NFT investors recapture the losses incurred on certain types of projects known as “Rug Pulls”. We expect it should create substantial opportunities for us and give us credibility in the Blockchain and NFT community. We will also look to monetize the exclusive license we have with Maestro Entertainment on 10,000 Master Recordings by creating “Music NFTS” and Vinyl Records.

 

Operating Expenses

 

Operating expenses increased from $84,654 for the three months ended September 30, 2023, to $222,366 for the three months ended September 30, 2024. Operating expenses increased from $348,816 for the nine months ended September 30, 2023, to $674,092 for the nine months ended September 30, 2024.

 

Overall, this increase resulted primarily from the amortization of license agreements we entered with Goliath, and to a lesser extent from our efforts to acquire Maybacks and the assets of Goliath, and to build out our organization to establish a strong base for current and future growth. The detail of expenditures by major category is reflected in the table below.

 

 

 

Nine Months Ended

September 30,

 

 

 

2024

 

 

2023

 

General and Administrative

 

$194,260

 

 

$160,423

 

Depreciation and Amortization

 

 

398,810

 

 

 

36,236

 

Professional and Legal Fees

 

 

80,005

 

 

 

97,298

 

Research and Development

 

 

1,017

 

 

 

54,858

 

Total Operating Expense

 

$674,092

 

 

$348,816

 

 

 
23

Table of Contents

 

Operating expenses increased in the amount of $325,276 for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

 

General and administrative expenses increased by $33,837 for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

 

Depreciation and amortization increased by $362,573 for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the amortization of the license agreements of Maybacks and Goliath, which were acquired in 2023.

 

Professional and legal fees decreased by $17,293 for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the acquisition and license agreement we consummated in 2023.

 

Research and development decreased by $53,841, for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the development of the blockchain and NFT platform service product lines during the first quarter of 2023.

 

Other Income (Expenses)

 

Other expenses were $193,048 for the three months ended September 30, 2024, compared to other expenses of $635,247 for the three months ended September 30, 2023, both primarily as a result from the loss in the valuation of derivative liabilities, loss on the settlement of notes and interest expense.

 

Other income was $81,664 for the nine months ended September 30, 2024, compared to other expenses of $598,553 for the nine months ended September 30, 2023, both primarily as a result of income or expenses from the gain or loss in the valuation of derivative liabilities and interest expense

 

Net Income (Loss)

 

We recorded a net loss of $360,993 for the three months ended September 30, 2024, compared to a net loss of $719,901 for the three months ended September 30, 2023.

 

We recorded a net loss of $512,854 for the nine months ended September 30, 2024, compared to a net loss of $947,369 for the nine months ended September 30, 2023.

 

Liquidity and Capital Resources

 

Since our inception, we have financed our operations through private placements, convertible notes, and unsecured debt, and we have recently issued debt in our company secured by all of our assets. Our current liabilities on our Condensed Consolidated Balance Sheets above contains, at September 30, 2024, certain of this debt that is in default, including, convertible notes with face values of $1,051,664, secured promissory notes with face values of $101,550, related party promissory notes with face values of $484,974 and self-liquidating promissory notes of $132,083. At September 30, 2024, we have no cash, a substantial working capital deficit, our revenues have only commenced in 2024 and future losses are anticipated. Additionally, we expect to experience higher interest payments in the future as a result of our outstanding liabilities. If we are unable to generate sufficient revenues and/or additional financing to service this debt, there is a risk the lenders will call the notes and we will be unable to repay the loans. If this happens, we could go out of business.

 

 
24

Table of Contents

 

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

 

The following is a summary of the cash and cash equivalents as of September 30, 2024 and December 31, 2023.

 

 

 

September 30,

2024

 

 

December 31,

2023

 

 

$ Change

 

 

% Change

 

Cash and cash equivalents

 

$125

 

 

$-

 

 

$125

 

 

 

100%

 

Summary of Cash Flows

 

Below is a summary of the Company’s cash flows for the nine months ended September 30, 2024 and 2023.

 

 

 

For the Nine Months Ended

September 30

 

 

 

2024

 

 

2023

 

Net cash provided by (used in) operating activities

 

$(139,049)

 

$(271,486 )

Net cash provided by (used in) investing activities

 

 

-

 

 

 

-

 

Net cash provided by (used in) financing activities

 

 

139,174

 

 

 

272,049

 

Net increase (decrease) in cash and cash equivalents

 

$125

 

 

$563

 

 

Operating activities

 

Net cash used in operating activities was $139,049 during the nine months ended September 30, 2024 and consisted of the net loss of $512,854 and a $385,011 change in the fair value of derivative liabilities, mainly offset by the amortization of intangible assets of $377,089, accounts payable and accrued expenses of $99,593 and accrued interest of $157,380.

 

Net cash used in operating activities was $271,486 during the nine months ended September 30, 2023 and consisted of the net loss of $947,369 offset by the non-cash items for the nine months ended September 30, 2023, of $348,623 change in change in fair value of derivative liabilities offset by the gain on derivative liabilities due to conversion of note payable, $46,153 in extinguishment of derivative liabilities, and a $36,236 in depreciation and amortization expenses.

 

Investing Activities

 

The Company did not use any funds for investing activities during the nine months ended September 30, 2024 and 2023.

 

 
25

Table of Contents

 

Financing activities

 

Net cash provided in financing activities for the nine months ended September 30, 2024, and 2023 was $149,174 and $272,049, respectively, consisting of the following:

 

Nine months ended September 30,

 

2024

 

 

2023

 

Bank overdraft

 

$(1,501)

 

$(306)

Advances from related parties

 

 

14,831

 

 

 

27,913

 

Proceeds from common stock and warrants

 

 

119,030

 

 

 

-

 

Proceeds from promissory Notes

 

 

-

 

 

 

116,785

 

Proceeds from secured promissory notes

 

 

88,200

 

 

 

-

 

Proceeds from convertible notes

 

 

105,000

 

 

 

-

 

Proceeds from unsecured loans

 

 

-

 

 

 

127,657

 

Proceeds from self liquidating notes

 

 

-

 

 

 

-

 

Repayments of advances from related parties

 

 

(90,336)

 

 

-

 

Repayment of promissory Notes

 

 

(42,500)

 

 

-

 

Repayment of convertible notes

 

 

(53,250)

 

 

-

 

Net cash provided by financing activities

 

$139,174

 

 

$272,049

 

 

Going Concern

 

The financial statements have been prepared assuming we will continue as a going concern. We have incurred losses since inception, resulting in an accumulated deficit of $38,551,622 and a working capital deficit of $4,728,182 as of September 30, 2024, and future losses are anticipated. The company has a number of promissory notes in default, including convertible notes with face values of $1,051,664, secured promissory notes with face values of $101,250, related party promissory notes with face values of $484,974 and self-liquidating promissory notes of $132,083. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

 

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

 

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

 

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 only recently generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including high debt, 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.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to stockholders.

 

 
26

Table of Contents

 

Critical Accounting Policies

 

We prepare our consolidated financial statements in conformity with GAAP, which requires management to make specific estimates and assumptions and apply judgments. We base our estimates and decisions on historical experience, current trends, and other factors that management believes are important when preparing financial statements. The actual results could differ from our estimates, and such differences could be material. Due to the need to estimate the effect of inherently uncertain matters, materially different amounts could be reported under other conditions or using different assumptions. We regularly review our critical accounting policies and how they are applied in preparing our financial statements. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as this Annual Report includes disclosures regarding the Company’s critical accounting policies and estimates.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include common stock valuation and options issued as stock-based compensation.

 

Revenue Recognition

 

The Company recognizes revenue from its customer contracts following ASC 606 – Revenue from Contracts with Customers.The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.

 

Revenue related to contracts with customers is evaluated utilizing the following steps:

 

 

1.

Identify the contract, or contracts, with a customer.

 

2.

Identify the performance obligations in the contract.

 

3.

Determine the transaction price.

 

4.

Allocate the transaction price to the performance obligations in the contract.

 

5.

Recognize revenue when the Company satisfies a performance obligation.

 

Leases

 

Effective October 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing critical information about leasing arrangements. The Company adopted the new lease standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated. 

 

There were no long-term operating lease contracts for the nine months ended September 30, 2024 and 2023 that require access to (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs. 

 

Stock-based Compensation

 

We account for stock-based awards at fair value on the grant date and recognize compensation over the service period they are expected to vest. Using the Black-Scholes option pricing model, we estimate the fair value of stock options and stock purchase warrants. The estimated value of the portion of a stock-based award that is ultimately expected to vest, considering estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment. To the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. For the three months ended September 30, 2024, and 2023, the Company incurred $0 and $0 for stock-based compensation, respectively.

 

 
27

Table of Contents

 

Fair Value

 

FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

 

Level 1Quoted market prices for identical assets or liabilities in active markets or observable inputs;

Level 2Significant other observable inputs that observable market data can corroborate; and

Level 3Significant unobservable inputs that observable market data cannot corroborate.

 

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging.” It determined that the convertible notes should be classified as a liability since the conversion option becomes effective at issuance, resulting in no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for convertible notes and warrants as derivative liabilities due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.

 

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.

 

 
28

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 three months ended September 30, 2024. 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 September 30, 2024. The Company plans to take remedial action to address these weaknesses during the fiscal year ended 2024.

 

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 September 30, 2024, 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. 

 

 
29

Table of Contents

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of the filing of this Annual Report, our company is party to three pending litigation matters.

 

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

 

Our business faces many risks, a number of which are described in the section captioned “Risk Factors” in our Annual Report for the year ended December 31, 2023, filed with the SEC on June 12, 2024 and in our Quarterly Report for the quarter ended March 31, 2024 filed with the SEC on August 1, 2024. The risks described may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our Annual Report or Quarterly Report occur, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our Annual Report and Quarterly Reports, and the information contained in the section captioned “Forward-Looking Statements” and elsewhere in this Quarterly Report before deciding whether to invest in our securities.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

During the nine months ended September 30, 2024, the Company issued common shares as follows:

 

The Company issued 3,620 shares of Series Z preferred shares for net proceeds of $90,480.

 

The Company issued 215,653,484 shares for conversion of notes valued at $161,336.

 

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

 

Item 3. Defaults Upon Senior Securities

 

Our current liabilities on our Condensed Consolidated Balance Sheets above contains, at September 30, 2024, certain debt that is in default, including convertible notes with face values of $1,051,664, secured promissory notes with face values of $117,250, related party promissory notes with face values of $484,974 and self-liquidating promissory notes of $132,083.

 

At September 30, 2024, we had insufficient cash on hand to repay these notes. None of these notes have been paid, and management has indicated that no demand for payment for any of these notes has been received by us as of the date of this report. If we are unable to generate sufficient revenues and/or additional financing to service this debt, there is a risk the lenders will call the notes, secure our assets, as to those applicable secured notes, and demand payment. If this happens, we could go out of business. 

 

Item 4. Mine Safety Disclosures

 

N/A

 

Item 5. Other Information

 

None.

 

 
30

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

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

 

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 formatted in Extensible Business Reporting Language (XBRL).

 

 
31

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: November 19, 2024

 

/s/ Christopher Giordano

 

 

 

Christopher Giordano

 

 

 

President, and Director

 

 

 

(Principal Executive Officer)

 

 

 

 

 

Dated: November 19, 2024

 

/s/ Paul Serbiak

 

 

 

Paul Serbiak

 

 

 

CEO, Treasurer, Director and Secretary

 

 

 

(Principal Financial Officer and

Principal Accounting Officer)

 

 

 
32

 

nullnullnullnullv3.24.3
Cover - shares
9 Months Ended
Sep. 30, 2024
Nov. 19, 2024
Cover [Abstract]    
Entity Registrant Name AUTHENTIC HOLDINGS, INC.  
Entity Central Index Key 0001338929  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Document Period End Date Sep. 30, 2024  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Entity Common Stock Shares Outstanding   2,252,573,721
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-52047  
Entity Incorporation State Country Code NV  
Entity Tax Identification Number 11-3746201  
Entity Address Address Line 1 50 Division Street  
Entity Address City Or Town Somerset  
Entity Address State Or Province NJ  
Entity Address Postal Zip Code 08873  
City Area Code 732  
Local Phone Number 695-4389  
Entity Interactive Data Current Yes  
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
Sep. 30, 2024
Dec. 31, 2023
CURRENT ASSETS    
Cash and cash equivalents $ 125 $ 0
Accounts receivable 33,527 0
Advances 625,000 625,000
TOTAL CURRENT ASSETS 658,652 625,000
Property and equipment, net of depreciation 0 21,721
Intangible assets 4,394,233 4,771,322
TOTAL ASSETS 5,052,885 5,418,043
CURRENT LIABILITIES    
Bank overdraft 313 1,814
Accounts payable and accrued liabilities 416,466 316,873
Accrued compensation 501,250 501,250
Unsecured notes and accrued interest payable 163,689 159,950
Convertible notes and accrued interest - net of debt discount 1,450,522 1,320,858
Convertible notes and accrued interest - related party 88,943 87,068
Secured Promissory Notes and Accrued Interest 101,550 41,022
Promissory Notes and Accrued Interest 0 25,000
Promissory note and accrued interest - related party 519,020 508,959
Derivative liabilities 1,248,041 1,633,052
Advances from related parties 484,974 560,779
Related party loans and accrued interest 279,983 274,456
Self Liquidating Promissory Notes 132,083 192,500
TOTAL CURRENT LIABILITIES 5,386,834 5,623,581
STOCKHOLDER'S EQUITY (DEFICIENCY)    
Common stock $0.001 par value, 3,500,000,000 shares authorized, 2,252,573,721 and 2,024,420,237 shares issued and outstanding at September 30, 2024 and December 31, 2023 2,252,573 2,024,420
Common stock issuable 52,200 16,500
Additional paid-in capital 35,912,295 35,791,910
Accumulated deficit (38,551,622) (38,038,768)
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (333,949) (205,538)
TOTAL LIABILITIES AND EQUITY (DEFICIENCY) 5,052,885 5,418,043
Series B Preferred Shares [Member]    
STOCKHOLDER'S EQUITY (DEFICIENCY)    
Preferred stock, value 400 200
Series C Preferred Shares [Member]    
STOCKHOLDER'S EQUITY (DEFICIENCY)    
Preferred stock, value 100 100
Series D Preferred Shares [Member]    
STOCKHOLDER'S EQUITY (DEFICIENCY)    
Preferred stock, value 100 100
Series Z Preferred Shares [Member]    
STOCKHOLDER'S EQUITY (DEFICIENCY)    
Preferred stock, value $ 5 $ 0
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Preferred stock, shares par value $ 0.001 $ 0.001
Preferred stock, shares issued 604,762 600,000
Preferred stock, shares outstanding 604,762 600,000
Common stock, shares par value $ 0.001 $ 0.001
Common stock, shares authorized 3,500,000,000 3,500,000,000
Common stock, shares issued 2,252,573,721 2,024,420,237
Common stock, shares outstanding 2,252,573,721 2,024,420,237
Preferred Stock Series B    
Preferred stock, shares par value $ 0.001 $ 0.001
Preferred stock, shares authorized 400,000 400,000
Preferred stock, shares issued 200,000 200,000
Preferred stock, shares outstanding 200,000 200,000
Preferred Stock Series D    
Preferred stock, shares par value $ 0.001 $ 0.001
Preferred stock, shares authorized 100,000 100,000
Preferred stock, shares issued 100,000 100,000
Preferred stock, shares outstanding 100,000 100,000
Preferred Stock Series C    
Preferred stock, shares par value $ 0.001 $ 0.001
Preferred stock, shares authorized 100,000 100,000
Preferred stock, shares issued 100,000 100,000
Preferred stock, shares outstanding 100,000 100,000
Preferred Stock Series Z    
Preferred stock, shares issued 4,762 0
Preferred stock, shares outstanding 4,762 0
v3.24.3
Condensed Consolidated Statement of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Condensed Consolidated Statement of Operations (Unaudited)        
Revenues $ 97,096 $ 0 $ 164,668 $ 0
Cost of revenues (42,675) 0 (85,094) 0
Gross Profit 54,421 0 79,574 0
Operating Expenses        
General and administrative 70,136 51,708 194,260 160,423
Depreciation and Amortization 126,019 13,283 398,810 36,237
Professional and Legal Fees 26,211 14,200 80,005 97,298
Research and Development 0 5,463 1,017 54,858
Total Operating Expenses 222,366 84,654 674,092 348,816
Income/(Loss) from Operations (167,945) (84,654) (594,518) (348,816)
Other Income/(Expense)        
Income (loss) on change in fair value of derivative liabilities (54,504) (563,106) 385,011 (348,623)
Gain/(Loss) on settlement of notes (84,938) 0 (97,125) (46,153)
Interest expense and financing costs (47,786) (65,324) (189,385) (141,087)
Interest expense - related parties (5,820) (6,817) (16,837) (12,690)
(Income) Loss on Joint Venture 0 0 0 (50,000)
Other Expense 0 0 0 0
Total Other Income/(Expense) (193,048) (635,247) 81,664 (598,553)
Net Income (Loss) $ (360,993) $ (719,901) $ (512,854) $ (947,369)
Weighted Average common stock outstanding 2,247,546,547 1,970,198,093 2,172,891,210 1,978,087,926
Earnings (loss) per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
v3.24.3
Condensed Consolidated Statements of Stockholders Equity (Deficiency) (Unaudited) - USD ($)
Total
Series B Preferred Stock
Series C Preferred Stocks
Series D Preferred Stocks
Series Z Preferred Stocks
Common Stock
Common Stock Issuable
Additional paid in capital
Accumulated Deficit
Balance, shares at Dec. 31, 2022   200,000       1,557,397,662      
Balance, amount at Dec. 31, 2022 $ (4,516,802) $ 200 $ 0 $ 0 $ 0 $ 1,557,397 $ 0 $ 30,305,914 $ (36,380,313)
Stock issued for cash, shares           15,555,556      
Stock issued for cash, amount 35,000 0 0 0 0 $ 15,556 0 19,444  
Adjustment shares issued, shares           139,630,947      
Adjustment shares issued, amount 0 0 0 0 0 $ 0 0 0  
Net loss (1,209,261) $ 0 0 0 0 $ 0 0   (1,209,261)
Balance, shares at Mar. 31, 2023   200,000       1,712,584,165      
Balance, amount at Mar. 31, 2023 (5,691,063) $ 200 0 0 0 $ 1,572,953 0 30,325,358 (37,589,574)
Adjustment shares issued, shares           (139,630,947)      
Adjustment shares issued, amount 0 0 0 0 0 $ 0 0 0 0
Net loss 981,792 0 0 0 0   0   981,792
Issuance of shares for conversion of notes, shares           302,731,907      
Issuance of shares for conversion of notes, amount 374,695 $ 0 0 0 0 $ 302,731 0 71,964 0
Balance, shares at Jun. 30, 2023   200,000       1,875,685,125      
Balance, amount at Jun. 30, 2023 (4,334,576) $ 200 $ 0 $ 0 0 $ 1,875,684 0 30,397,322 (36,607,782)
Adjustment shares issued, shares     100,000 100,000   102,402,801      
Adjustment shares issued, amount (35,107) 0 $ 100 $ 100 0 $ 0 0 (35,307) 0
Net loss (719,901) 0 0 0 0   0   (719,901)
Issuance of shares for conversion of notes 0 $ 0 $ 0 $ 0 0 $ 0 0 0 0
Balance, shares at Sep. 30, 2023   200,000 100,000 100,000   1,978,087,926      
Balance, amount at Sep. 30, 2023 (5,089,584) $ 200 $ 100 $ 100 0 $ 1,875,684 0 30,362,015 (37,327,683)
Balance, shares at Dec. 31, 2023   200,000 100,000 100,000   2,024,420,237      
Balance, amount at Dec. 31, 2023 (205,538) $ 200 $ 100 $ 100 $ 0 $ 2,024,420 16,500 35,791,910 (38,038,768)
Stock issued for cash, shares         3,200        
Stock issued for cash, amount 79,980 0 0 0 $ 3 0 0 79,977 0
Net loss (1,071,951) $ 0 0 0 0 0 0   (1,071,951)
Reclassification, shares   200,000              
Reclassification, amount 0 $ 200 0 0 0 $ 0 0 (200) 0
Isusance of shares for conversion of notes, shares           129,516,484      
Isusance of shares for conversion of notes, amount 59,752 $ 0 $ 0 $ 0 $ 0 $ 129,516 0 (69,764) 0
Balance, shares at Mar. 31, 2024   400,000 100,000 100,000 3,200 2,153,936,721      
Balance, amount at Mar. 31, 2024 (1,137,757) $ 400 $ 100 $ 100 $ 3 $ 2,153,936 16,500 35,801,923 (39,110,719)
Stock issued for cash, shares         420        
Stock issued for cash, amount 10,500 0 0 0 $ 1 0 0 10,499 0
Net loss 920,090 0 0 0 0 $ 0 0 0 920,090
Isusance of shares for conversion of notes, shares           86,137,000      
Isusance of shares for conversion of notes, amount 151,211 $ 0 $ 0 $ 0 $ 0 $ 86,137 0 65,074 0
Balance, shares at Jun. 30, 2024   400,000 100,000 100,000 3,620 2,240,073,721      
Balance, amount at Jun. 30, 2024 (55,956) $ 400 $ 100 $ 100 $ 4 $ 2,240,073 16,500 35,877,496 (38,190,629)
Stock issued for cash, shares         1,142        
Stock issued for cash, amount 44,250 0 0 0 $ 1 0 15,700 28,549 0
Net loss (360,993) 0 0 0 0 $ 0 0 0 (360,993)
Isusance of shares for conversion of notes, shares           12,500,000      
Isusance of shares for conversion of notes, amount 18,750 0 0 0 0 $ 12,500 0 6,250 0
Isusance of shares for conversion of debt 20,000 $ 0 $ 0 $ 0 $ 0 $ 0 20,000 0 0
Balance, shares at Sep. 30, 2024   400,000 100,000 100,000 4,762 2,252,573,721      
Balance, amount at Sep. 30, 2024 $ (333,949) $ 400 $ 100 $ 100 $ 5 $ 2,252,573 $ 52,200 $ 35,912,295 $ (38,551,622)
v3.24.3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net Income (loss) $ (512,854) $ (947,369)
Adjustments to reconcile net loss to net cash used in operating activities:    
Change in fair value of derivative liabilities (385,011) 348,623
Loss on conversion of convertible debt 97,125 0
Conversion of convertible notes to equity   46,153
Amortization of debt discount 39,435 0
Depreciation - Property and equipment 21,721 33,355
Amortization - Intangible assets 377,089 2,882
Changes in operating assets and liabilities:    
Accounts receivable (33,527)  
Advances 0 175,000
Accounts payable and accrued expenses 99,593 (10,447)
Accrued interest 157,380 80,317
Net cash used in operating activities (139,049) (271,486)
CASH FLOWS FROM INVESTING ACTIVITIES    
Acquisition of equipment 0 0
Net cash provided by investing activities 0 0
CASH FLOWS FROM FINANCING ACTIVITIES    
Bank overdraft (1,501) (306)
Advances from related parties 14,831 27,913
Proceeds from common stock and warrants 119,030 0
Proceeds from common stock issuable 15,700  
Proceeds from promisory notes 0 116,785
Proceeds from secured promisory notes 72,500 0
Proceeds from convertible notes 105,000 0
Proceeds from unsecured loans 0 127,657
Proceeds from self liquidating notes 0 0
Repayments of advances from related parties (90,636) 0
Repayment of promissory Notes (42,500) 0
Repayment of convertible notes (53,250) 0
Net cash provided by financing activities 139,174 272,049
Net (decrease) increase in cash 125 563
Cash and cash equivalents, beginning of period 0 0
Cash and cash equivalents , end of period 125 563
Supplemental disclosure of cash flow information    
Cash paid for interest 0 0
Cash paid for taxes 0 0
Supplemental disclosure of non-cash financing activities    
Conversion of convertible debt into common stock $ 230,963 $ 0
v3.24.3
DESCRIPTION OF BUSINESS AND GOING CONCERN
9 Months Ended
Sep. 30, 2024
DESCRIPTION OF BUSINESS AND GOING CONCERN  
DESCRIPTION OF BUSINESS AND GOING CONCERN

NOTE 1 – DESCRIPTION OF BUSINESS AND GOING CONCERN

 

Authentic Holdings Inc., formerly Global Fiber Technologies, Inc. ("the Company"), was incorporated in Nevada on September 29, 2003.

 

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.  In 2011, the Company changed its’ name to Premiere Opportunities Group, Inc.

 

In 2013, the Company became involved in the manufacturing and global distribution of ladies’ apparel, which was discontinued in 2014.  In 2014, the Company changed its’ name to Global Fashion Technologies, Inc. 

 

In 2017, the Company changed its’ name to Eco Tek 360, Inc.  In 2018, the Company began a venture for the purpose of operating as an intermediary providing an expedited trading platform for buyers and sellers to efficiently consummate fiber transactions.  This venture has had no operations to date nor did it have assets or liabilities.

 

In 2019, the Company changed its’ name of to Global Fiber Technologies, Inc.

 

On June 18, 2019, the Company completed its acquisition of assets from A.H. Originals, Inc. ("AHO"), a corporation controlled by the same owner group of Global Fiber Technologies, Inc.  The Company created a new subsidiary, Authentic Heroes, Inc. ("AHI"), to hold the purchased assets. AHI has commenced minimal operations to date.

 

On March 30, 2022, the Company formed a joint venture with Inventel Products LLC and Maestro Entertainment Corp. in order to produce and sell limited addition vinyl records.  The joint venture has no operations to date.

 

On July 26, 2022, 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 was amended to reflect this name change.

 

On April 26, 2023, the Company entered into a Membership Interest 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.

 

On June 20, 2023, the Company, closed License Agreement with Goliath Motion Picture Promotions, where the Company acquired the licensing rights various full-length motion pictures and serial television shows for a period of 10 years. 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 Global Entertainment.

 

The Company has developed a non-fungible token (“NFT”) platform to hold 80 million music NFTs. The Company plans on utilizing this platform across its’ business lines. The Company is also in the process of re-building a more fortified, secure, and user-friendly platform for storing and claiming future NFTs, as well as building a landing platform on top of our current NFT platform which will be an industry first. This platform's purpose is to help NFT investors recapture the losses incurred on certain types of projects. The Company will also start work 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, back-stage passes, airfare to and from the concert.

Going Concern

 

The accompanying financial statements have been prepared following U.S. generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company has an accumulated deficit of $38,551,622 and $38,038,768 as of September 30, 2024 and December 31, 2023, respectively, incurred net losses of $512,854 and $947,369 for the nine months ended September 30, 2024 and 2023, respectively, and had net working capital deficits of $4,728,182 and $4,998,581 at September 30, 2024 and December 31, 2023, respectively, and has minimal cash resources. At September 30, 2024, the Company had a number of promissory notes in default, including convertible notes with face values of $ 1,051,664, secured promissory notes with face values of $101,550, related party promissory notes with face values of $447,150 and self-liquidating promissory notes of $132,083. Consequently, the items mentioned above raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to raise additional debt or equity and continue to settle obligations by issuing stock. Management intends to continue to grow other debt and equity until the Company has positive cash flows from an operating company.

 

The Company's ability to continue as a going concern depends on its ability to repay or settle its current indebtedness, generate positive cash flow from an operating company, and raise capital through equity and debt financing or other means on desirable terms. If the Company cannot obtain additional funds when required or if the funds cannot be received on favorable terms, management may be necessary to restructure the Company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 subsidiary, Maybacks Global Entertainment. All significant intercompany accounts and transactions have been eliminated.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.

 

Advances

 

Advances are amounts provided to Inventel Products LLC for the production of vinyl records, to be sold through the Company’s joint venture.

 

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

 

At September 30, 2024 and December 31, 2023, property and equipment consisted of the following, respectively:

 

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

 

 

(240,853 )

 

 

(219,132 )

 

 

$-

 

 

$21,721

 

 

Depreciation expense amounted to $21,721 and $33,355 for the nine months ended September 30, 2024 and 2023, 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 nine months ended September 30, 2024, and 2023, no impairment losses have been identified.

 

Intangible Assets

 

The Company accounts for intangible assets (including trademarks, website and license agreements) under ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including identifying reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include assessing future cash flows and determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to differ from such estimates materially and affect the determination of fair value and goodwill impairment at future reporting dates.

 

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed, and lives of intangible assets with determinable lives may be adjusted.

 

We amortize the cost of our intangible assets over the 5 to 15-year estimated useful life on a straight-line basis.

The following table sets forth the amortization for the intangible assets on September 30, 2024 and December 31, 2023:

 

 

 

September 30,

2024

 

 

December 31,

2023

 

 

 

 

 

 

 

 

License agreement

 

$5,000,000

 

 

$5,000,000

 

Customer list

 

 

7,000

 

 

 

7,000

 

Patent

 

 

12,406

 

 

 

12,406

 

Websites

 

 

10,690

 

 

 

10,690

 

 

 

 

5,030,096

 

 

 

5,030,096

 

Less accumulated amortization

 

 

(635,863 )

 

 

(258,774 )

 

 

$4,394,233

 

 

$4,771,322

 

 

Amortization expenses amounted to $377,089 and $919 for the nine months ended September 30, 2024 and 2023, 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.

 

The Company earns revenue from the sale of advertising on our owned Maybacks network.  The Company recognizes revenue through two channels:

 

 

·

The Company has contracted with an agent, who manages the contracting, billing and placement of ads. We have determined that a contract exists for our advertising sales arrangements once all terms and conditions are agreed upon, typically when the number of advertising units is specifically identified and scheduled by our agent. As the placement of ads in managed by an independent agent, revenue from these arrangements is recognized upon collection and remittance by our agent.

 

 

 

 

·

The Company has contracted with various advertising agencies, whom the Company directly bills for ads placed. The Company tracks the ad placement and bills the advertising agencies at least monthly. Revenues are recognized for these ads upon completion of the ad on the Company’s network.

 

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.

Concentration of Credit Risk

 

At September 30, 2024, receivables from 3 customers represented 78% of the accounts receivable balance.             

 

During the nine months ended September 30, 2024, 80% of sales were through the Company’s agent channel.

 

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 September 30, 2024, and December 31, 2023, 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 nine months ended September 30, 2024, and 2023, the Company incurred no stock-based compensation.

 

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 1Quoted market prices for identical assets or liabilities in active markets or observable inputs.

Level 2Significant other observable inputs that observable market data can corroborate; and

Level 3Significant unobservable inputs that observable market data cannot corroborate.

 

The following table summarizes fair value measurements by level on September 30, 2024 and December 31, 2023, measured at fair value on a recurring basis:

 

September 30, 2024

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$-

 

 

$-

 

 

$1,248,041

 

 

$1,248,041

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$-

 

 

$-

 

 

$1,633,052

 

 

$1,633,052

 

 

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. At September 30, 2024 and December 31, 2023, the Company had no amounts above the FDIC limit. 

New Accounting Pronouncements

 

The Company assesses new accounting standards on an ongoing basis.  The Company does not believe any future standards will have a material impact on the Company’s present or future consolidated financial statements.

v3.24.3
CAPITAL STOCK
9 Months Ended
Sep. 30, 2024
CAPITAL STOCK  
CAPITAL STOCK

NOTE 3 – CAPITAL STOCK

 

Preferred Stock

 

As of September 30, 2024, and December 31, 2023, the Company had 604,762 and 600,000 shares of its $0.001 par value preferred stock issued and outstanding, respectively. The following summarizes the preferred stock classes:

 

·

The Company has designated a "Class B Convertible Preferred Stock" (the "Class B Preferred"). The number of authorized shares totals 1,000,000, and the par value is $0.001 per share. The Class B Preferred shareholders vote together with the common stock as a single class. The holders of Class B Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock. The holders of Class B Preferred shares shall be entitled to 10,000 votes per share. The Class B Preferred Stock will have the rights to liquidation as all classes of the Company's Common Stock. The Class B Preferred stockholders are entitled to receive non-cumulative dividends at 8% per annum, accrued daily. The Corporation shall redeem the Class B Preferred Stock for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control. In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, the holders of the Class B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock, the amount of $0.035 per share plus any accrued but unpaid dividends. At September 30, 2024 and December 31, 2023, there were 400,000 and 200,000 shares of Series B Preferred Stock issued and outstanding, respectively.

 

 

·

Series C Preferred Stock”. 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:

 

 

o

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.

 

 

 

 

o

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.

 

 

 

 

o

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.

 

 

 

 

o

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.

 

At September 30, 2024 and December 31, 2023, there were 100,000 and 100,000 shares of Series C Preferred Stock issued and outstanding, respectively.

 

·

 “Series D Preferred Stock”. 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.

 

 

 

 

 

At September 30, 2024 and 2023, there were 100,000 and 100,000 shares of Series D Preferred Stock issued and outstanding, respectively.

 

 

·

 “Series Z Preferred Stock”. Under the terms of the Certificate of Designation for the Series Z Preferred Stock, the shares shall not accrue nor pay dividends except as declared by the board of directors in its sole discretion. The Series Z Preferred Stock shall have the same voting rights as the Common Stock, but on a one hundred-to-one basis (100:1). In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of the Series Z Preferred then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its shareholders, before any payment or declaration and setting apart for payment of any amount shall be made in respect of any outstanding capital stock of the Company, an amount equal to $25.00 per share, plus the Redemption provision then all the assets of the Company available to be distributed shall be distributed ratably to the holders of the Series Z Preferred and then to the holders of other outstanding shares of capital stock of the Company. If upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the assets to be distributed to the holders of the Series Z Preferred shall be insufficient to permit the payment to the holders thereof the full preferential amount as provided herein, then such available assets shall be distributed ratably to the holders of the Series Z Preferred. Each share of Series Z Preferred shall be convertible at a fifty (50%) discount to the closing stock price of Authentic Holdings Inc., on the day the Holder gives notice to the Company at the option of the holder(s), on the Conversion Basis in effect at the time of conversion. Such right to convert shall commence as of the Issue Date and shall continue thereafter for a period of one (1) year, such period ending on the tenth anniversary of the Issue Date

 

 

 

 

 

At September 30, 2024 and 2023, there were 4,762 and 0 shares of Series Z Preferred Stock issued and outstanding, respectively.

 

 

 

 

 

During nine months ended September 30, 2024, the Company issued 4,542 shares of Series Z preferred shares for net proceeds of $113,530.

 

 

 

 

 

During nine months ended September, 2023, the Company had no issuance of preferred shares.

Common Stock

 

As of September 30, 2024, and December 31, 2023, the Company had 2,252,573,721 and 2,024,420,237 shares of its $0.001 par value common stock issued and outstanding, respectively. 

 

During the nine months ended September 30, 2024, the Company issued common shares as follows:

 

·

Issued 228,153,484 shares for conversion of notes valued at $156,025.

 

Common Stock Issuable

 

As of September 30, 2024, and December 31, 2023, the Company had 42,640,000 and 15,000,000 shares of its $0.001 par value common stock to be issued, respectively.

 

Stock Options

 

No stock options were issued during the nine months ended September 30, 2024, and 2023.

v3.24.3
NOTES PAYABLE
9 Months Ended
Sep. 30, 2024
NOTES PAYABLE  
NOTES PAYABLE

NOTE 4 – NOTES PAYABLE

 

Unsecured Notes Payable

 

Unsecured notes consist of various notes accruing interest ranging from 5% to 17%. The following summarizes these notes:

 

 

 

September 30,

2024

 

 

December 31,

2023

 

Unsecured notes payable

 

$99,700

 

 

$99,700

 

Accrued interest

 

 

63,989

 

 

 

60,250

 

 

 

$163,689

 

 

$159,950

 

 

Convertible Notes Payable

 

Convertible notes consist of the following: 

 

 

 

September 30,

2024

 

 

December 31,

2023

 

Principal balances

 

$1,051,664

 

 

$1,061,793

 

Discount

 

 

(2,486 )

 

 

(36,921 )

Accrued Interest

 

 

408,843

 

 

 

295,986

 

 

 

$1,458,021

 

 

$1,320,858

 

 

During the nine months ended September 30, 2024, the Company received proceeds of $50,000 from two convertible promissory notes, maturing in 2026. The notes bear interest 18%, with a penalty rate of 25%. These notes are convertible at a fixed conversion price of $0.0005. Thes agreements include royalty agreements for Maybacks, wherein the Company agrees to pay 2.50% of gross sales. During the nine months ended September 30, 2024, the Company recognized $32,731 in accrued royalties.

During the nine months ended September 30, 2024, the Company received proceeds of $55,000 from a convertible note, maturing in 2025. The note bears interest 10%, with a penalty rate of 24%. This note is convertible at a fixed conversion price of $0.0005, unless in default. Provided that an Event of Default is continuing for not less than 21 days, the Holder may elect to use the lower of (i) the Fixed Price of $0.0005 or (ii) the lowest traded price of the Company Common Stock during the prior 21-day trading period.

 

At September 30, 2024, convertible notes with face values of $1,463,564 were in default.

 

Secured Promissory Note

 

The following notes are secured by the assets of the Company:

 

 

 

September 30,

2024

 

 

December  31,

2023

 

Secured notes payable

 

$95,000

 

 

$40,000

 

Accrued interest

 

 

6,550

 

 

 

1,022

 

 

 

$117,250

 

 

$41,022

 

 

Self-Liquidating Promissory Notes

 

Self-liquidating promissory notes consist of various notes accruing interest at 5%.  The following summarizes these notes:

 

 

 

September 30,

2024

 

 

December 31,

2023

 

Self-liquidating promissory notes

 

$100,000

 

 

$150,000

 

Accrued interest

 

 

32,083

 

 

 

42,500

 

 

 

$132,083

 

 

$192,500

 

v3.24.3
DERIVATIVE LIABILITIES
9 Months Ended
Sep. 30, 2024
DERIVATIVE LIABILITIES  
DERIVATIVE LIABILITIES

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 September 30, 2024:

 

Fair Value Measurements Using Significant Observable Inputs (Level 3)

 

Balance - December 31, 2023

 

$1,633,052

 

Net Loss (gain) on change in fair value of the derivative

 

 

(385,011 )

Balance – September 30, 2024

 

$1,248,041

 

v3.24.3
ACQUISITIONS
9 Months Ended
Sep. 30, 2024
ACQUISITIONS  
ACQUISITIONS

NOTE 6 – ACQUISITIONS

 

Maybacks Global Entertainment LLC

 

On April 26, 2023, the Company entered into a Membership Interest 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. 

 

Maybacks is a 27 station network whose programming is carried by Roku, Direct TV, Local Now and many other platforms giving it an FCC reach of over 450,000,000 worldwide.  At acquisition date, Maybacks did not have any tangible assets or liabilities.

 

Goliath Motion Picture Promotions

 

On June 20, 2023, the Company, closed a License Agreement with Goliath Motion Picture Promotions (“Goliath”).

 

On the Closing Date, the Company licensed various full-length motion pictures and serial television shows for a period of 10 years. In exchange for the license, the Company issued to the Seller 100,000 shares of the Company’s Series D Preferred Stock, par value $0.001 with stated value of $50 per share.

 

As a result of the Purchase 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 Maybacks TV Network.

 

Estimated future amortization for the above acquisitions are as follows:

 

 

 

Maybacks

 

 

Goliath

 

 

 

 

 

Customers

 

 

License

 

 

Total

 

2024

 

$175

 

 

$125,000

 

 

$125,175

 

2025

 

 

700

 

 

 

500,000

 

 

 

500,700

 

2026

 

 

700

 

 

 

500,000

 

 

 

500,700

 

2027

 

 

700

 

 

 

500,000

 

 

 

500,700

 

2028

 

 

700

 

 

 

500,000

 

 

 

500,700

 

2029

 

 

700

 

 

 

500,000

 

 

 

500,700

 

 

 

 

3,675

 

 

 

2,625,000

 

 

 

2,628,675

 

Thereafter

 

 

2,450

 

 

 

1,750,000

 

 

 

1,752,450

 

 

 

$6,125

 

 

$4,375,000

 

 

$4,381,125

 

v3.24.3
RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2024
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

 

During the nine months ended September 30, 2024, and 2023 net cash repayments of $75,805 and proceeds of $27,913 respectively were received from related parties for operating expenses. Advances from related parties accumulated balances as of September 30, 2024 and December 31, 2023 were $484,974 and $560,779, 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 Global Fiber Technologies, Inc. The promissory note bears 3% interest per annum and have a one-year term with eight options to extend the maturity date for three-month periods.

 

Convertible Notes Payable – related party

 

In August 2015, the Company issued an unsecured promissory note to an investor in the amount of $50,000, convertible to common stock at $1.00 per share. The note bears an interest rate of 8% per annum and matured on August 8, 2016. The note is currently unpaid and in default. At September 30, 2024 and December 31, 2023 the note had accrued interest of $38,943 and $37,068, respectively.

 

Related Party Loans

 

From 2016 to current, the Company has received loans from the CEO and a member of the board of directors to support operations.  The loans bear interest at 5% per annum and are payable upon demand.

 

Balances of all loans due to related parties as of September 30, 2024:

 

 

 

Principal

 

 

Accrued Interest

 

 

Total

 

Promissory note - related party

 

$447,150

 

 

$71,870

 

 

$519,020

 

Convertible notes – Related party

 

 

50,000

 

 

 

38,943

 

 

 

88,943

 

Related Party Loans

 

 

213,671

 

 

 

69,449

 

 

 

283,120

 

Total Related Parties Loans

 

 

710,821

 

 

 

180,262

 

 

$891,083

 

 

At September 30, 2024, related party loans with a face value of $447,150 were in default.

 

Accrued Compensation

 

The Company had $501,250 in accrued compensation due to current and former management at September 30, 2024 and December 31, 2023, respectively.  Management has waived compensation for the nine months ended September 30, 2024 and year ended December 31, 2023.

v3.24.3
INCOME TAXES
9 Months Ended
Sep. 30, 2024
INCOME TAXES  
INCOME TAXES

NOTE 8 – INCOME TAXES

 

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of September 30, 2024 and December 31, 2023, are as follows:

 

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Net operating loss carryforward

 

$38,406,181

 

 

$38,038,768

 

Effective tax rate

 

 

21%

 

 

21%

Deferred tax asset

 

 

8,065,298

 

 

 

7,988,141

 

Less: Valuation allowance

 

$(8,065,298)

 

$(7,988,141)

Net deferred asset

 

$-

 

 

$-

 

 

As of September 30, 2024, the Company had approximately $38 million in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2029 and 2039. NOLs generated in tax years prior to December 31, 2017, can be carryforward for twenty years, whereas NOLs generated after December 31, 2017, can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2019 through 2023 are subject to review by the tax authorities.

v3.24.3
COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 30, 2024
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

NOTE 9– COMMITMENTS AND CONTINGENCIES

 

Litigation

 

The Company is a party to three pending litigation matters. The Company does not believe it has any liability, nor has it accrued any liability as of September 30, 2024 and December 31, 2023 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.

 

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.

 

Employment Agreements

 

Other than as set forth below, we have no formal employment agreements with any of our directors or officers.

 

At the present time we are not compensating our officers and directors. We have the following employments agreements with our executive officers. At the end of 2020 these executive officers agreed to waive compensation for 2020 and for the foreseeable future.

On December 30, 2016 we entered into an employment agreement with Paul Serbiak, our CEO and Treasurer, wherein Mr. Serbiak will begin to earn a salary upon our company receiving funding from a potential private placement, while also being granted both vested and incentive-based stock options. Specifically, the base salary for Mr. Serbiak shall initially be set at $90,000 per year but has the potential to incrementally increase up to $200,000 per year based on the Company achieving certain revenue goals. Moreover, Mr. Serbiak’s contract provides for a minimum annual bonus of thirty-percent (30%) of his base salary, but gives the Company the discretion to award an annual bonus of up to three-hundred-percent (300%) of his base salary. As a signing bonus, Mr. Serbiak received 1,500,000 options to purchase shares of the Company’s common stock that are exercisable for a period of ten years at the market close price on December 31, 2016. In addition, Mr. Serbiak’s contract provides for up to ten incentive stock option awards of 1% of the shares of common stock outstanding $1,000,000 in net income received by the Company over the next ten years. Such options would be exercisable at the closing bid price for the ten days preceding the Company’s achievement of each award milestone.

 

On February 14, 2017, we entered into an employment agreement with Christopher Giordano, our President, wherein Mr. Giordano will begin to earn a salary upon our company receiving funding from a potential private placement, while also being granted both vested and incentive-based stock options. Specifically, his salary shall not be earned or payable until such time that the Company raises at least $2,000,000 in a private placement. The base salary for Mr. Giordano shall initially be set at $90,000 per year but has the potential to incrementally increase up to $200,000 per year based on the Company achieving certain revenue goals. Moreover, Mr. Giordano’s contract provides for a minimum annual bonus of thirty-percent (30%) of his base salary, but gives the Company the discretion to award an annual bonus of up to two-hundred-percent (200%) of his base salary. As a signing bonus, Mr. Giordano received 250,000 options to purchase shares of the Company’s common stock that are exercisable for a period of five years at a strike price of $0.50 per share. In addition, Mr. Giordano’s contract provides for up to ten incentive stock option awards of 0.75% of the shares of common stock outstanding per $1,000,000 in net income received by the Company over the next ten years. Such options would be exercisable at the closing bid price for the ten days preceding the Company’s achievement of each award milestone.

v3.24.3
NET LOSS PER SHARE
9 Months Ended
Sep. 30, 2024
NET LOSS PER SHARE  
NET LOSS PER SHARE

NOTE 10 – 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:

 

 

 

September 30

 

 

December 31,

 

 

 

2024

 

 

2023

 

Warrants

 

 

11,000,000

 

 

 

11,000,000

 

Options

 

 

2,700,000

 

 

 

2,700,000

 

Convertible notes payable, including accrued interest

 

 

1,036,701,554

 

 

 

2,419,329,215

 

 

 

 

1,050,401,554

 

 

 

2,433,029,215

 

v3.24.3
SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2024
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 11 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to September 30, 2024 through the date these financial statements were issued and have determined that we do not have any other material subsequent events to disclose or recognize in these financial statements.

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2024
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 subsidiary, Maybacks Global Entertainment. All significant intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.

Advances

Advances are amounts provided to Inventel Products LLC for the production of vinyl records, to be sold through the Company’s joint venture.

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

 

At September 30, 2024 and December 31, 2023, property and equipment consisted of the following, respectively:

 

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

 

 

(240,853 )

 

 

(219,132 )

 

 

$-

 

 

$21,721

 

 

Depreciation expense amounted to $21,721 and $33,355 for the nine months ended September 30, 2024 and 2023, 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 nine months ended September 30, 2024, and 2023, no impairment losses have been identified.

Intangible assets

The Company accounts for intangible assets (including trademarks, website and license agreements) under ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including identifying reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include assessing future cash flows and determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to differ from such estimates materially and affect the determination of fair value and goodwill impairment at future reporting dates.

 

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed, and lives of intangible assets with determinable lives may be adjusted.

 

We amortize the cost of our intangible assets over the 5 to 15-year estimated useful life on a straight-line basis.

The following table sets forth the amortization for the intangible assets on September 30, 2024 and December 31, 2023:

 

 

 

September 30,

2024

 

 

December 31,

2023

 

 

 

 

 

 

 

 

License agreement

 

$5,000,000

 

 

$5,000,000

 

Customer list

 

 

7,000

 

 

 

7,000

 

Patent

 

 

12,406

 

 

 

12,406

 

Websites

 

 

10,690

 

 

 

10,690

 

 

 

 

5,030,096

 

 

 

5,030,096

 

Less accumulated amortization

 

 

(635,863 )

 

 

(258,774 )

 

 

$4,394,233

 

 

$4,771,322

 

 

Amortization expenses amounted to $377,089 and $919 for the nine months ended September 30, 2024 and 2023, 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.

 

The Company earns revenue from the sale of advertising on our owned Maybacks network.  The Company recognizes revenue through two channels:

 

 

·

The Company has contracted with an agent, who manages the contracting, billing and placement of ads. We have determined that a contract exists for our advertising sales arrangements once all terms and conditions are agreed upon, typically when the number of advertising units is specifically identified and scheduled by our agent. As the placement of ads in managed by an independent agent, revenue from these arrangements is recognized upon collection and remittance by our agent.

 

 

 

 

·

The Company has contracted with various advertising agencies, whom the Company directly bills for ads placed. The Company tracks the ad placement and bills the advertising agencies at least monthly. Revenues are recognized for these ads upon completion of the ad on the Company’s network.

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.

Concentration of Credit Risk

At September 30, 2024, receivables from 3 customers represented 78% of the accounts receivable balance.             

 

During the nine months ended September 30, 2024, 80% of sales were through the Company’s agent channel.

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 September 30, 2024, and December 31, 2023, 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 nine months ended September 30, 2024, and 2023, the Company incurred no stock-based compensation.

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 1Quoted market prices for identical assets or liabilities in active markets or observable inputs.

Level 2Significant other observable inputs that observable market data can corroborate; and

Level 3Significant unobservable inputs that observable market data cannot corroborate.

 

The following table summarizes fair value measurements by level on September 30, 2024 and December 31, 2023, measured at fair value on a recurring basis:

 

September 30, 2024

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$-

 

 

$-

 

 

$1,248,041

 

 

$1,248,041

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$-

 

 

$-

 

 

$1,633,052

 

 

$1,633,052

 

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. At September 30, 2024 and December 31, 2023, the Company had no amounts above the FDIC limit. 

New Accounting Pronouncements

The Company assesses new accounting standards on an ongoing basis.  The Company does not believe any future standards will have a material impact on the Company’s present or future consolidated financial statements.

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
9 Months Ended
Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Schedule of estimated useful lives of assets

Equipment

5 Years

Furniture and Fixtures

7 Years

Forklift

3 Years

Schedule of Property plant and equipment

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

 

 

(240,853 )

 

 

(219,132 )

 

 

$-

 

 

$21,721

 

Schedule of amortization for the intangible assets

 

 

September 30,

2024

 

 

December 31,

2023

 

 

 

 

 

 

 

 

License agreement

 

$5,000,000

 

 

$5,000,000

 

Customer list

 

 

7,000

 

 

 

7,000

 

Patent

 

 

12,406

 

 

 

12,406

 

Websites

 

 

10,690

 

 

 

10,690

 

 

 

 

5,030,096

 

 

 

5,030,096

 

Less accumulated amortization

 

 

(635,863 )

 

 

(258,774 )

 

 

$4,394,233

 

 

$4,771,322

 

Schedule of fair value measurements

September 30, 2024

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$-

 

 

$-

 

 

$1,248,041

 

 

$1,248,041

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$-

 

 

$-

 

 

$1,633,052

 

 

$1,633,052

 

v3.24.3
NOTES PAYABLE (Tables)
9 Months Ended
Sep. 30, 2024
NOTES PAYABLE  
Schedule of Unsecured Notes Payable

 

 

September 30,

2024

 

 

December 31,

2023

 

Unsecured notes payable

 

$99,700

 

 

$99,700

 

Accrued interest

 

 

63,989

 

 

 

60,250

 

 

 

$163,689

 

 

$159,950

 

Schedule of Convertible Notes Payable

 

 

September 30,

2024

 

 

December 31,

2023

 

Principal balances

 

$1,051,664

 

 

$1,061,793

 

Discount

 

 

(2,486 )

 

 

(36,921 )

Accrued Interest

 

 

408,843

 

 

 

295,986

 

 

 

$1,458,021

 

 

$1,320,858

 

Schedule of secured promissory notes

 

 

September 30,

2024

 

 

December  31,

2023

 

Secured notes payable

 

$95,000

 

 

$40,000

 

Accrued interest

 

 

6,550

 

 

 

1,022

 

 

 

$117,250

 

 

$41,022

 

Schedule of Self-liquidating promissory notes

 

 

September 30,

2024

 

 

December 31,

2023

 

Self-liquidating promissory notes

 

$100,000

 

 

$150,000

 

Accrued interest

 

 

32,083

 

 

 

42,500

 

 

 

$132,083

 

 

$192,500

 

v3.24.3
DERIVATIVE LIABILITIES (Tables)
9 Months Ended
Sep. 30, 2024
DERIVATIVE LIABILITIES  
Schedule of fair value of derivative liability

Balance - December 31, 2023

 

$1,633,052

 

Net Loss (gain) on change in fair value of the derivative

 

 

(385,011 )

Balance – September 30, 2024

 

$1,248,041

 

v3.24.3
ACQUISITIONS (Tables)
9 Months Ended
Sep. 30, 2024
ACQUISITIONS  
Schedule of estimated future amortization for acquisition of assets and liabilities

 

 

Maybacks

 

 

Goliath

 

 

 

 

 

Customers

 

 

License

 

 

Total

 

2024

 

$175

 

 

$125,000

 

 

$125,175

 

2025

 

 

700

 

 

 

500,000

 

 

 

500,700

 

2026

 

 

700

 

 

 

500,000

 

 

 

500,700

 

2027

 

 

700

 

 

 

500,000

 

 

 

500,700

 

2028

 

 

700

 

 

 

500,000

 

 

 

500,700

 

2029

 

 

700

 

 

 

500,000

 

 

 

500,700

 

 

 

 

3,675

 

 

 

2,625,000

 

 

 

2,628,675

 

Thereafter

 

 

2,450

 

 

 

1,750,000

 

 

 

1,752,450

 

 

 

$6,125

 

 

$4,375,000

 

 

$4,381,125

 

v3.24.3
RELATED PARTY TRANSACTIONS (Tables)
9 Months Ended
Sep. 30, 2024
RELATED PARTY TRANSACTIONS  
Summary of Related Party Transactions

 

 

Principal

 

 

Accrued Interest

 

 

Total

 

Promissory note - related party

 

$447,150

 

 

$71,870

 

 

$519,020

 

Convertible notes – Related party

 

 

50,000

 

 

 

38,943

 

 

 

88,943

 

Related Party Loans

 

 

213,671

 

 

 

69,449

 

 

 

283,120

 

Total Related Parties Loans

 

 

710,821

 

 

 

180,262

 

 

$891,083

 

v3.24.3
INCOME TAXES (Tables)
9 Months Ended
Sep. 30, 2024
INCOME TAXES  
Summary of deferred tax assets

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Net operating loss carryforward

 

$38,406,181

 

 

$38,038,768

 

Effective tax rate

 

 

21%

 

 

21%

Deferred tax asset

 

 

8,065,298

 

 

 

7,988,141

 

Less: Valuation allowance

 

$(8,065,298)

 

$(7,988,141)

Net deferred asset

 

$-

 

 

$-

 

v3.24.3
NET LOSS PER SHARES (Tables)
9 Months Ended
Sep. 30, 2024
NET LOSS PER SHARE  
Potentially dilutive securities

 

 

September 30

 

 

December 31,

 

 

 

2024

 

 

2023

 

Warrants

 

 

11,000,000

 

 

 

11,000,000

 

Options

 

 

2,700,000

 

 

 

2,700,000

 

Convertible notes payable, including accrued interest

 

 

1,036,701,554

 

 

 

2,419,329,215

 

 

 

 

1,050,401,554

 

 

 

2,433,029,215

 

v3.24.3
DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Jun. 20, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Working capital deficit   $ (4,728,182)   $ (4,728,182)   $ (4,998,581)
Intangible assets, estimated useful life 10 years          
Accumulated deficit   (38,551,622)   (38,551,622)   $ (38,038,768)
Net Income (Loss)   (360,993) $ (719,901) (512,854) $ (947,369)  
Convertible notes, face value   1,051,664   1,051,664    
Convertible notes, face value   (1,051,664)   (1,051,664)    
Promissory Notes [Member]            
Related party promissory notes, face value   447,150   447,150    
Self-liquidating promissory notes   132,083   132,083    
Secured Promissory Notes [Member]            
Convertible notes, face value   101,550   101,550    
Convertible notes, face value   $ (101,550)   $ (101,550)    
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
9 Months Ended
Sep. 30, 2024
Furniture And Fixtures [Member]  
Estimated useful lives 7 years
Forklift [Member]  
Estimated useful lives 3 years
Equipment [Member]  
Estimated useful lives 5 years
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Property plant and equipment gross $ 240,853 $ 240,853
Less accumulated depreciation (240,853) (219,132)
Property plant and equipment net 0 21,721
Furniture And Fixtures [Member]    
Property plant and equipment gross 215,665 215,665
Forklift [Member]    
Property plant and equipment gross 20,433 20,433
Camera [Member]    
Property plant and equipment gross 4,022 4,022
Trident [Member]    
Property plant and equipment gross $ 733 $ 733
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Amortization for the intangible assets $ 5,030,096 $ 5,030,096
Less accumulated amortization (635,863) (258,774)
Amortization for the intangible assets, net 4,394,233 4,771,322
License agreement [Member]    
Amortization for the intangible assets 5,000,000 5,000,000
Customer listst [Member]    
Amortization for the intangible assets 7,000 7,000
Patent [Member]    
Amortization for the intangible assets 12,406 12,406
Websites [Member]    
Amortization for the intangible assets $ 10,690 $ 10,690
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Derivative Liabilities $ 1,248,041 $ 1,633,052
Level 1 [Member]    
Derivative Liabilities 0 0
Level 2 [Member]    
Derivative Liabilities 0 0
Level 3 [Member]    
Derivative Liabilities $ 1,248,041 $ 1,633,052
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Depreciation expense $ 21,721 $ 33,355
Stock-based compensation 0 0
Amortization - Intangible assets $ 377,089 $ 919
Minimum [Member]    
Intangible assets, estimated useful life 5 years  
Maximum [Member]    
Intangible assets, estimated useful life 15 years  
Sales [Member]    
Concentration of Credit Risk 80.00%  
Accounts Receivable [Member]    
Concentration of Credit Risk 78.00%  
v3.24.3
CAPITAL STOCK (Details Narrative) - USD ($)
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Common stock, shares par value $ 0.001 $ 0.001
Common stock, shares issued 2,252,573,721 2,024,420,237
Common stock, shares outstanding 2,252,573,721 2,024,420,237
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 604,762 600,000
Preferred stock, shares outstanding 604,762 600,000
Series D Preferred Stock    
Preferred stock, shares issued 100,000 100,000
Preferred stock, shares outstanding 100,000 100,000
Preferred stock, stated value $ 50  
Description about redeem of preferred stock 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  
Series C, Preferred Stock    
Preferred stock, shares issued 100,000 100,000
Preferred stock, shares outstanding 100,000 100,000
Description of post ad agency payout 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  
Description of Preferred Stock automatically convert into shares 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  
Series C, Preferred Stock | 40 Channels [Member]    
Description of Preferred Stock automatically convert into shares 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  
Series C, Preferred Stock | Post ad agency payout [Member]    
Description of Preferred Stock automatically convert into shares 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  
Series Z Preferred Stock [Member]    
Preferred stock, shares issued 4,762 0
Preferred stock, shares outstanding 4,762 0
Description about redeem of preferred stock same voting rights as the Common Stock, but on a one hundred-to-one basis (100:1). In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of the Series Z Preferred then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its shareholders, before any payment or declaration and setting apart for payment of any amount shall be made in respect of any outstanding capital stock of the Company, an amount equal to $25.00 per share  
Stock issued for cash, amount $ 113,530  
Stock issued, shares 4,542  
Class B Preferred Stock [Member]    
Preferred stock, par value $ 0.001  
Preferred stock, shares authorized 1,000,000  
Preferred Series B Shares    
Preferred stock, shares issued 400,000 200,000
Preferred stock, shares outstanding 400,000 200,000
Accrued unpaid dividends price per shares $ 0.035  
Preferred stock voting rights 10,000 votes per share  
Non cumulative dividends rate received per annum 8.00%  
Common Stock [Member]    
Issuance of shares for conversion of notes, shares 228,153,484  
Issuance of shares for conversion of notes, amount $ 156,025  
Common Stock Issuable    
Common stock, shares par value $ 0.001 $ 0.001
Common stock, shares issued 42,640,000 15,000,000
Common stock, shares outstanding 42,640,000 15,000,000
v3.24.3
NOTES PAYABLE (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
NOTES PAYABLE    
Unsecured note payable $ 99,700 $ 99,700
Accrued Interest 63,989 60,250
Total notes payble $ 163,689 $ 159,950
v3.24.3
NOTES PAYABLE (Details 1) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
NOTES PAYABLE    
Principal balances $ 1,051,664 $ 1,061,793
Discount (2,486) (36,921)
Accrued Interest 408,843 295,986
Convertible notes and accrued interest $ 1,458,021 $ 1,320,858
v3.24.3
NOTES PAYABLE (Details 2) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Accrued Interest $ 408,843 $ 295,986
Secured Promissory Note [Member]    
Secured notes payable 95,000 40,000
Accrued Interest 6,550 1,022
Secured promissory note $ 117,250 $ 41,022
v3.24.3
NOTES PAYABLE (Details 3) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Accrued Interest $ 408,843 $ 295,986
Secured promissory note 132,083 192,500
Self Liquidating Promissory Notes [Member]    
Self-liquidating promissory notes 100,000 150,000
Accrued Interest 32,083 42,500
Secured promissory note $ 132,083 $ 192,500
v3.24.3
NOTES PAYABLE (Details Narrative) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Proceeds from convertible notes $ 105,000 $ 0
Unsecured Notes Payable [Member] | Minimum [Member]    
Interest rate 5.00%  
Unsecured Notes Payable [Member] | Maximum [Member]    
Interest rate 17.00%  
Convertible Notes Payable [Member]    
Accrued royalties $ 32,731  
Face value of convertible notes 1,463,564  
Self-liquidating promissory notes exchanged $ 50,000  
Royalty of net sales, percentage 5.00%  
Maturity date 2026  
Penalty rate 25.00%  
Description of royalty agreements royalty agreements for Maybacks, wherein the Company agrees to pay 2.50% of gross sales  
Interest rate 18.00%  
Fixed conversion price $ 0.0005  
Convertible Notes Payable one [Member]    
Proceeds from convertible notes $ 55,000  
Maturity date 2025  
Penalty rate 24.00%  
Interest rate 10.00%  
Fixed conversion price $ 0.0005  
v3.24.3
DERIVATIVE LIABILITIES (Details)
9 Months Ended
Sep. 30, 2024
USD ($)
DERIVATIVE LIABILITIES  
Derivative liabilities beginning $ 1,633,052
Net Loss (gain) on change in fair value of the derivative (385,011)
Derivative liabilities end $ 1,248,041
v3.24.3
ACQUISITIONS (Details)
Sep. 30, 2024
USD ($)
2024 $ 125,175
2025 500,700
2026 500,700
2027 500,700
2028 500,700
2029 500,700
Total 2,628,675
Thereafter 1,752,450
Total Estimated future amortization 4,381,125
Maybacks Customers [Member]  
2024 175
2025 700
2026 700
2027 700
2028 700
2029 700
Total 3,675
Thereafter 2,450
Total Estimated future amortization 6,125
Goliath License [Member]  
2024 125,000
2025 500,000
2026 500,000
2027 500,000
2028 500,000
2029 500,000
Total 2,625,000
Thereafter 1,750,000
Total Estimated future amortization $ 4,375,000
v3.24.3
ACQUISITIONS (Details Narrative) - $ / shares
9 Months Ended
Sep. 30, 2024
Jun. 20, 2023
Maybacks [Member]    
Aggregate shares of the Series C Preferred Stock issued 100,000  
Goliath [Member]    
Preferred Stock, par value   $ 0.001
Preferred Stock, stated value   $ 50
Aggregate shares of the Series C Preferred Stock issued 100,000  
v3.24.3
RELATED PARTY TRANSACTIONS (Details)
Sep. 30, 2024
USD ($)
Promissory note and accrued interest - related party05 $ 519,020
Convertible notes and accrued interest - related party 88,943
Related Party Loans 283,120
Total Related Parties Loans 891,083
Related Party Principal [Member]  
Promissory note and accrued interest - related party 447,150
Convertible notes and accrued interest - related party 50,000
Related Party Loans 213,671
Total Related Parties Loans 710,821
Accrued Interest [Member]  
Promissory note and accrued interest - related party 71,870
Convertible notes and accrued interest - related party 38,943
Related Party Loans 69,449
Total Related Parties Loans $ 180,262
v3.24.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended
Jun. 18, 2019
Aug. 31, 2015
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Dec. 31, 2023
Dec. 31, 2017
Net cash proceeds     $ 75,805 $ 27,913      
Advances from related parties     484,974 $ 560,779      
Accrued compensation     $ 501,250   $ 501,250 $ 501,250  
Convertible Notes Payable [Member]              
Interest rate     18.00%        
Conversion price     $ 0.0005        
Investor [Member] | Convertible Notes Payable [Member]              
Interest rate   8.00%          
Accrued Interest         $ 38,943 $ 37,068  
Notes Payable   $ 50,000          
Maturity Date   Aug. 08, 2016          
Conversion price   $ 1.00          
Chief Executive Officer [Member]              
Advances from related parties     $ 447,150        
Interest rate             5.00%
AH Originals, Inc [Member] | Promissory Notes Payable [Member]              
Promissory note $ 447,150            
Interest rate 3.00%            
v3.24.3
INCOME TAXES (Details) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
INCOME TAXES    
Net operating loss carry forward $ 38,406,181 $ 38,038,768
Effective tax rate 21.00% 21.00%
Deferred tax asset $ 8,065,298 $ 7,988,141
Less: Valuation allowance (8,065,298) (7,988,141)
Net deferred tax asset $ 0 $ 0
v3.24.3
INCOME TAXES (Details Narrative)
$ in Millions
9 Months Ended
Sep. 30, 2024
USD ($)
INCOME TAXES  
Net Operating loss carry-forward $ 38
Description of tax returns In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2019 through 2023 are subject to review by the tax authorities
v3.24.3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended
Feb. 14, 2017
Dec. 30, 2016
Sep. 30, 2024
Employment Agreements [Member] | Paul Serbiak [Member]      
Description of annual sarlary   the base salary for Mr. Serbiak shall initially be set at $90,000 per year but has the potential to incrementally increase up to $200,000 per year based on the Company achieving certain revenue goals. Moreover, Mr. Serbiak’s contract provides for a minimum annual bonus of thirty-percent (30%) of his base salary  
Options to purchase shares of the common stock   1,500,000  
Net income   $ 1,000,000  
Shares of common stock outstanding   1.00%  
Employment Agreements [Member] | Christopher Giordano [Member]      
Description of annual sarlary a private placement. The base salary for Mr. Giordano shall initially be set at $90,000 per year but has the potential to incrementally increase up to $200,000 per year based on the Company achieving certain revenue goals. Moreover, Mr. Giordano’s contract provides for a minimum annual bonus of thirty-percent (30%) of his base salary    
Options to purchase shares of the common stock 250,000    
Net income $ 1,000,000    
Shares of common stock outstanding 0.75%    
Strike price $ 0.50    
Pending Litigation #1 [Member]      
Unpaid rent amount     $ 26,595
Pending Litigation #2 [Member]      
Alleged Damages     15,000
Pending Litigation #3 [Member]      
Alleged Damages     $ 40,000
v3.24.3
NET LOSS PER SHARE (Details) - shares
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Potentially dilutive securities 1,050,401,554 2,433,029,215
Warrants [Member]    
Potentially dilutive securities 11,000,000 11,000,000
Options [Member]    
Potentially dilutive securities 2,700,000 2,700,000
Convertible Notes Payable [Member]    
Potentially dilutive securities 1,036,701,554 2,419,329,215

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