UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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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
:
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(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) |
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(IRS Employer Identification No.) |
(Address of principal executive offices)
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(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.
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).
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:
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Large accelerated filer |
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Accelerated filer |
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Smaller Reporting Company |
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Emerging growth company |
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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
As of August 18, 2025, there were
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AUTHENTIC HOLDINGS, INC.
TABLE OF CONTENTS
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Page No. |
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Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| 2 |
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| Table of Contents |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
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AUTHENTIC HOLDINGS INC. |
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Condensed Consolidated Balance Sheets |
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June 30, |
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December 31, |
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2025 |
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2024 |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowance for doubtful accounts of $
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TOTAL CURRENT ASSETS |
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Intangible assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) |
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CURRENT LIABILITIES |
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Bank overdraft |
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$ |
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$ |
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Accounts payable and accrued liabilities |
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Accrued compensation |
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Unsecured notes and accrued interest payable |
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Convertible notes and accrued interest - net of debt discount |
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Convertible notes and accrued interest - related party |
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Secured Promissory Notes and Accrued Interest |
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Promissory note and accrued interest - related party |
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Derivative liabilities |
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Advances from related parties |
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Related party loans and accrued interest |
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Self Liquidating Promissory Notes |
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TOTAL CURRENT LIABILITIES |
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TOTAL LIABILITIES |
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STOCKHOLDER'S EQUITY (DEFICIENCY) |
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Preferred stock, Class B, $
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Preferred stock, Class C, $
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Preferred stock, Class D, $
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Preferred stock, Class F, $
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Preferred stock, Class Z,
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Common stock $
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Common stock issuable |
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Additional paid-in capital |
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Accumulated deficit |
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(
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(
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TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) |
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(
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
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| Table of Contents |
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AUTHENTIC HOLDINGS INC. |
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Condensed Consolidated Statements of Operations |
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(Unaudited) |
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For the Three Months Ended June 30, |
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For the Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Cost of revenues |
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Gross Profit |
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Operating Expenses |
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General and administrative |
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Depreciation and Amortization |
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Professional and Legal Fees |
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Research and Development |
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Total Operating Expenses |
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Income/(Loss) from Operations |
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(
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(
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(
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(
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Other Income/(Expense) - Net |
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Income (loss) on change in fair value of derivative liabilities |
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(
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Gain/(Loss) on settlement of notes |
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(
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(
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(
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(
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Interest expense and financing costs |
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(
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(
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(
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(
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Interest expense - related parties |
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(
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(
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(
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(
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Total Other Income/( Expense) - Net |
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(
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Net Income (Loss) |
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$ |
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$ |
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$ |
(
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$ |
(
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Weighted Average common stock outstanding |
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Earnings (loss) per share |
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$ |
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$ |
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$ |
(
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$ |
(
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
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| Table of Contents |
|
AUTHENTIC HOLDINGS INC. |
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Condensed Consolidated Statements of Stockholders’ Deficiency |
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For the six months ended June 30, 2025 and 2024 |
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(Unaudited) |
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Series B |
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Series C |
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Series D |
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Series F |
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Series Z |
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Preferred Stock |
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Preferred Stock |
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Preferred Stock |
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Preferred Stock |
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Preferred Stock |
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Common Stock |
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Common Stock |
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Additional Paid in |
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Accumulated |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Issuable |
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Capital |
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Deficit |
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Total |
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Balance December 31, 2024 |
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$ |
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$ |
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$ |
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- |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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$ |
(
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Issuance of shares for conversion of notes |
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- |
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- |
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- |
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$ |
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Note conversion |
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(
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$ |
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Shares issued for cash |
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- |
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- |
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- |
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- |
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$ |
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Acquisition of Goliath movie library |
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(
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$ |
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Shares issued as collateral |
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- |
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- |
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- |
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- |
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(
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$ |
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Debt issuance cost |
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$ |
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Shares issued in connection with non-cash securities purchase |
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$ |
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Net loss |
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- |
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- |
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- |
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- |
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- |
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(
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$ |
(
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Balance June 30, 2025 |
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$ |
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$ |
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- |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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Series B |
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Series C |
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Series D |
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Series F |
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Series Z |
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Preferred Stock |
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Preferred Stock |
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Preferred Stock |
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Preferred Stock |
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Preferred Stock |
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Common Stock |
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Common Stock |
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Additional Paid in |
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Accumulated |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Issuable |
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Capital |
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Deficit |
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Total |
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Balance December 31, 2023 |
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$ |
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$ |
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$ |
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- |
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$ |
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- |
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$ |
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|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Reclassification |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Issuance of shares for conversion of notes |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Shares issued for cash |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
Balance June 30, 2024 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
- |
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
(
|
) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
|
|
| Table of Contents |
|
AUTHENTIC HOLDINGS INC. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Condensed Consolidated Statements of Stockholders’ Deficiency |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
For the three months ended June 30, 2025 and 2024 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
(Unaudited) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
Series B |
|
|
Series C |
|
|
Series D |
|
|
Series F |
|
|
Series Z |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
|
|
Preferred Stock |
|
|
Preferred Stock |
|
|
Preferred Stock |
|
|
Preferred Stock |
|
|
Preferred Stock |
|
|
Common Stock |
|
|
Common Stock |
|
|
Additional Paid in |
|
|
Accumulated |
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Issuable |
|
|
Capital |
|
|
Deficit |
|
|
Total |
|
||||||||||||||||
|
Balance April 1, 2025 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
- |
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Issuance of shares for conversion of notes |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Acquisition of Goliath movie library |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Shares issued as collateral |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
$ |
|
|
|
Debt issuance cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Shares issued in connection with non-cash Securities purchase |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
$ |
|
|
|
Net loss |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Balance June 30, 2025 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
- |
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
(
|
) |
|
$ |
|
|
|
|
|
Series B |
|
|
Series C |
|
|
Series D |
|
|
Series F |
|
|
Series Z |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
|
|
Preferred Stock |
|
|
Preferred Stock |
|
|
Preferred Stock |
|
|
Preferred Stock |
|
|
Preferred Stock |
|
|
Common Stock |
|
|
Common Stock |
|
|
Additional Paid in |
|
|
Accumulated |
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Issuable |
|
|
Capital |
|
|
Deficit |
|
|
Total |
|
||||||||||||||||
|
Balance April 1, 2024 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
- |
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Issuance of shares for conversion of notes |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Stocks issued for cash |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Net loss |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Balance June 30, 2024 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
- |
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
(
|
) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
|
|
| Table of Contents |
|
AUTHENTIC HOLDINGS INC. |
|||||||||
|
Condensed Consolidated Statements of Cash Flows |
|||||||||
|
For the six months ended June 30, |
|||||||||
|
(Unaudited) |
|||||||||
|
|
|
|
|
|
|
|
|||
|
|
|
2025 |
|
|
2024 |
|
|||
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|||
|
Net Loss |
|
$ |
(
|
) |
|
$ |
(
|
) | |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
Bad debt expense |
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivative liabilities |
|
|
|
|
|
|
(
|
) | |
|
Change in derivative liability - conversion of convertible debt |
|
|
|
|
|
|
|
|
|
|
Loss/(Gain) on conversion of convertible debt |
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
Depreciation - Property and equipment |
|
|
|
|
|
|
|
|
|
|
Amortization - Intangible assets |
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
|
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
|
|
|
$ |
(
|
) | |
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
Advance on acquisition of License |
|
|
(
|
) |
|
|
|
|
|
|
Acquisition of Website |
|
|
(
|
) |
|
|
|
|
|
|
Net cash used in investing activities |
|
$ |
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
Bank overdraft |
|
|
|
|
|
|
(
|
) | |
|
Proceeds from Series Z Preferred Stock |
|
|
|
|
|
|
|
|
|
|
Proceeds from advances from related parties |
|
|
|
|
|
|
|
|
|
|
Proceeds from promissory notes |
|
|
|
|
|
|
|
|
|
|
Proceeds from secured promissory notes |
|
|
|
|
|
|
|
|
|
|
Repayment from secured promissory notes |
|
|
(
|
) |
|
|
|
|
|
|
Proceeds from convertible notes, net of cash discounts |
|
|
|
|
|
|
|
|
|
|
Repayments of advances from related parties |
|
|
(
|
) |
|
|
(
|
) | |
|
Repayment of promissory Notes |
|
|
(
|
) |
|
|
(
|
) | |
|
Repayment of convertible notes |
|
|
(
|
) |
|
|
(
|
) | |
|
Debt issuance cost |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
$ |
(
|
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash |
|
$ |
(
|
) |
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents , end of period |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
$ |
|
|
|
$ |
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 7 |
|
|
| Table of Contents |
AUTHENTIC HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
NOTE 1 – DESCRIPTION OF BUSINESS AND GOING CONCERN
Authentic Holdings Inc., formerly Global Fiber Technologies, Inc. ("the Company"), was incorporated in Nevada on March 25, 2005.
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 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 the 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
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.
| 8 |
|
|
| Table of Contents |
Going Concern
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.
We have incurred losses since inception, resulting in accumulated deficits of $
The ability of our company to continue our operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.
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 were provided to Inventel Products LLC for the production of vinyl records that were to be sold through the Company’s joint venture. During 2024, Company management has determined that the advances were uncollectible and has charged Other Expense in its statement of operations as reported for the year ended December 31, 2024.
Equipment
Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets as follows:
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Equipment |
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Furniture and Fixtures |
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Forklift |
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June 30, |
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December 31, |
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||
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2025 |
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2024 |
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Furniture and Equipment |
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$ |
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$ |
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Forklift |
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Camera |
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Trident |
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Less accumulated depreciation |
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(
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) |
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(
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) |
|
Total Property and equipment, net of depreciation |
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$ |
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|
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$ |
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|
Depreciation expenses amounted to $
The long-lived assets of the Company are reviewed for impairment under ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the six months that ended June 30, 2025, and during the year ended December 31, 2024, 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 intangible assets 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
On June 20, 2023, the Company signed an Asset Purchase Agreement with Goliath Motion Picture Promotions. Since execution, however, the fulfillment of the Asset Agreement had not been possible because the Assets could not be entirely conveyed to Buyer 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
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On April 29, 2025, the Company signed and closed an Asset Purchase Agreement (the “Purchase Agreement”) with Goliath Motion Picture Promotions to formally acquire the assets previously licensed. In consideration therefore, the Purchase Agreement provided that the Goliath shall exchange its
On the Closing Date, pursuant to the Purchase Agreement, the Company acquired various full-length motion pictures and serial television shows (the “Assets”). As a result of the Purchase Agreement and the acquisition of the Assets, the Company plans to market its television shows and movie library on both Over the Air and Streaming Platforms in conjunction with a comprehensive marketing effort to create both content and distribution partnerships.
In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the Company evaluated whether the acquired group of assets and liabilities (the acquired set) meets the definition of a business. If so, the transaction is accounted for as a business combination; if not, it must be accounted for as an asset acquisition or recapitalization. The Company assessed the following:
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· |
Whether substantially all the value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, and |
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· |
Whether the acquired set includes the required elements of a business under the framework in ASC 805 |
As the entire asset purchase was a single asset, the Goliath Motion Picture Library, the Company concluded that the acquisition was an asset acquisition.
Under ASC 805-50, Asset acquisitions shall be recorded at the cost to the acquiring entity. As the consideration given by the Company was preferred stock, and thus not cash, the cost of the acquisition is the fair value of the preferred stock consideration.
The Company has determined the value of the consideration paid for the Assets to be $
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The following table sets forth the amortization for the intangible assets on June 30, 2025 and December 31, 2024:
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June 30, |
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December 31, |
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2025 |
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2024 |
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Goliath movie library |
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$ |
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|
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$ |
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License agreement - Goliath |
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License agreement - John Legend |
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License agreement - Salci Sports |
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Customer lists |
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Patent |
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Websites |
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Royalties |
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Less accumulated amortization |
|
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(
|
) |
|
|
(
|
) |
|
|
|
$ |
|
|
|
$ |
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|
During the six months ended June 30, 2025, the Company entered into a license agreement with John Legend for a cash payment of $
During 2024, the Company entered into a license agreement with the Salci Sports and Entertainment Group for a cash payment of $
Amortization expense amounted to $
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:
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1. |
Identify the contract, or contracts, with a customer. |
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2. |
Identify the performance obligations in the contract. |
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3. |
Determine the transaction price. |
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4. |
Allocate the transaction price to the performance obligations in the contract. |
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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 is 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, with whom the Company directly bills for ads placed. The Company tracks the ad placement and bills the advertising agencies monthly. Revenues are recognized for these ads upon completion of the ad on the Company’s network.
The Company recorded revenue of $
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Accounts Receivable
Accounts receivable are recorded following ASC 310,” Receivables .” Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company has no amount recorded as an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of probable credit losses in its existing accounts receivable. Based on management’s estimate and all charges being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
On June 30, 2025 and December 31, 2024, the Company’s accounts receivable balances totaled $
Leases
Effective October 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing essential information about leasing arrangements. The Company adopted the new lease standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated for contracts existing at the time of adoption. The Company currently does not have any operating lease over one year term to require accessing (i) whether any are or contain leases, (ii) lease classification and (iii) initial direct costs.
Income Taxes
Income taxes are accounted for under the asset and liability method stipulated by ASC 740 “Income Taxes.” Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax bases and operating loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized using a valuation allowance. A valuation allowance is applied when in management’s view, it is more likely than not that such deferred tax asset will be unable to be utilized.
The Company adopted specific provisions under ASC Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company’s adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes.
The Company’s tax returns are subject to examination by the federal and state tax authorities for the years ended 2017 through 2021. In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment had to be made to a taxing authority and the amount is reasonably estimated. As of June 30, 2025, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities.
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Stock-based Compensation
We account for stock-based awards at fair value on the grant date and recognize compensation over the service period they are expected to vest. Using the Black-Scholes option pricing model, we estimate the fair value of stock options and stock purchase warrants. The estimated value of the portion of a stock-based award that is ultimately expected to vest, considering estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment. To the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. For the six months ended June 30, 2025 and 2024, the Company incurred $
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
In the event that the Company issues a note with an original issue discount, 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 note to the statement of operations as amortization of debt discount. If the underlying note is converted, a proportionate share of the unamortized amount of the original issue discount is immediately expensed.
Research and Development Expenses
Expenditures for research and development are expensed as incurred. Research and development expenses consist of expenses paid to outside contractors related to the development of the Company’s NFT platform.
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 Disclosure s (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
Level 1 — Quoted market prices for identical assets or liabilities in active markets or observable inputs.
Level 2 — Significant other observable inputs that observable market data can corroborate; and
Level 3 — Significant unobservable inputs that observable market data cannot corroborate.
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The following table summarizes fair value measurements by level on June 30, 2025 and December 31, 2024, measured at fair value on a recurring basis:
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June 30, 2025 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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||||
|
Liabilities |
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|
|
|
|
|
|
|
|
|
|
|
||||
|
Derivative Liabilities |
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$ |
|
|
|
$ |
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|
|
$ |
|
|
|
$ |
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|
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December 31, 2024 |
|
Level 1 |
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|
Level 2 |
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Level 3 |
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Total |
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||||
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Derivative Liabilities |
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$ |
|
|
|
$ |
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|
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$ |
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|
$ |
|
|
The Concentration of Credit Risk
The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses, and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturity or have short-term maturities and carry interest rates that approximate the market. The Company maintains cash balances at financial institutions insured by the FDIC. On June 30, 2025, and December 31, 2024, the Company had no amounts above the FDIC limit.
New Accounting Pronouncements
The Company assesses new accounting standards on an ongoing basis.
In 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands the segment reporting disclosures and requires disclosure of segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, amounts and description of its composition for other segment items, and interim disclosure of a reportable segment’s profit or loss and assets. Additionally, the amendments require the disclosure of the title and position of the CODM and an explanation of how CODM uses the reported measure(s) of segment profit or loss in assessing performance and deciding how to allocate resources. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Early adoption is permitted. The Company has adopted this ASU and has included the required disclosures within these financial statements. See Note12, Segment Reporting for additional information.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
NOTE 3 – CAPITAL STOCK
Preferred Stock
Series B Preferred Stock
The Company has designated a "Class B Convertible Preferred Stock" (the "Class B Preferred"). The number of authorized shares totals
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Series C Preferred Stock
On April 26, 2023, the Board of Directors created, out of the available shares of preferred stock, par value $
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 their 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 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 occurrences:
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· |
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· |
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· |
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In the event that the Company goes through a “Change of Control” event (as defined), the foregoing milestone achievements above shall be deemed accomplished and all rights to the shares of Common Stock shall immediately vest prior to the close of such Change of Control event.
On June 30, 2025 and December 31, 2024, there were
Series D Preferred Stock
On June 20, 2023, the Board of Directors created, out of the available shares of preferred stock, par value $
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| Table of Contents |
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 $
On April 29, 2025, the Company signed and closed an Asset Purchase Agreement with Goliath Motion Picture Promotions to formally acquire the assets previously licensed. In consideration therefore, the Purchase Agreement provided that the Goliath shall exchange its
On June 30, 2025 and December 31, 2024, there were
Series F Preferred Stock
On May 1, 2025, the Board of Directors created, out of the available shares of preferred stock, par value $
Under the terms of the Certificate of Designation for the Series F Preferred Stock, the Series F Preferred shares, among other terms and conditions, shall:
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(i) |
not accrue nor pay dividends except as declared by the board of directors in their sole discretion. |
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(ii) |
The Series F Preferred Stock shall not have voting rights except as it pertains to altering the rights associated with the Series F Preferred Stock. |
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(iii) |
The Series F Preferred Stock shall have a stated value of $
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(iv) |
The holders of Series F Preferred Stock shall convert their shares into common stock as follows: |
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a. |
Each share of Series F Preferred Stock shall be convertible, at any time after three years of the Original Issue Date or immediately in the event of a Change in Control at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in Section 5(f)) determined by dividing the Stated Value of such share of Series F Preferred Stock by the Conversion Price. |
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b. |
The conversion price (the " Conversion Price ") shall equal the closing price of the Corporation’s stock on the Conversion Date. |
On June 30, 2025 and December 31, 2024, there were
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| Table of Contents |
“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 their 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 $25.00 per share, plus the Redemption provision then all the assets of the Company available to be distributed shall be distributed ratably to the holders of the Series Z Preferred and then to the holders of other outstanding shares of capital stock of the Company. If upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the assets to be distributed to the holders of the Series Z Preferred shall be insufficient to permit the payment to the holders thereof the full preferential amount as provided herein, then such available assets shall be distributed ratably to the holders of the Series Z Preferred. Each share of Series Z Preferred shall be convertible at a fifty (50%) discount to the closing stock price of Authentic Holdings Inc., on the day the Holder gives notice to the Company at the option of the holder(s), on the Conversion Basis in effect at the time of conversion. Such right to convert shall commence as of the Issue Date and shall continue thereafter for a period of one (1) year, such period ending on the tenth anniversary of the Issue Date
On June 30, 2025 and December 31, 2024, there were
Common Stock
As of June 30, 2025 and December 31, 2024, the Company had
During the six months ended June 30, 2025, the Company issued
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Issuance of shares for conversion of debt |
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$ |
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Shares issued as collateral |
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$ |
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Debt issuance cost |
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$ |
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Shares issued in connection with non-cash securities purchase |
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$ |
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Total |
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|
|
|
$ |
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|
During the six months ended June 30, 2024, the Company issued
Common Stock Issuable
As of June 30, 2025 and December 31, 2024, the Company had
Stock Options
There were no stock options issued by the Company during the six months ended June 30, 2025 and 2024, respectively. All stock options issued before 2021 were either exercised or expired.
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NOTE 4 – NOTES PAYABLE
Unsecured Notes Payable
The Company’s unsecured notes consist of various notes accruing interest at
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June 30, |
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December 31, |
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2025 |
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2024 |
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Unsecured notes payable |
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$ |
|
|
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$ |
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Repayments |
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(
|
) |
|
|
|
|
|
Accrued interest |
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|
|
|
|
|
|
|
|
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$ |
|
|
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$ |
|
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Convertible Notes Payable
As of June 30, 2025 and December 31, 2024, the face value of the Company’s convertible notes outstanding, including accrued interest payable, totaled $
|
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June 30, |
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December 31, |
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||
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2025 |
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2024 |
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||
|
Principal balances |
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$ |
|
|
|
$ |
|
|
|
Discount |
|
|
(
|
) |
|
|
(
|
) |
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
During the six months ended June 30, 2025, the Company issued
During the six months ended June 30, 2025, the Company received proceeds of $
During the six months ended June 30, 2024, the Company received proceeds of $
During the six months ended June 30, 2024, the Company received proceeds of $
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On June 30, 2025, convertible notes with face values of $
Secured Promissory Notes
The following table summarizes notes that are secured by the assets of the Company:
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
2025 |
|
|
2024 |
|
||
|
Principal balances |
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$ |
|
|
|
$ |
|
|
|
Accrued Interest |
|
|
|
|
|
|
|
|
|
Repayments |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
$ |
|
|
|
$ |
|
|
During 2024, the Company entered into two secured promissory notes totaling $
On June 30, 2023, the Company entered into a secured promissory note for $
Self-Liquidating Promissory Notes
Self-liquidating promissory notes consist of various notes accruing interest at 5%. The following summarizes these notes:
|
|
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June 30, |
|
|
December 31, |
|
||
|
|
|
2025 |
|
|
2024 |
|
||
|
Principal balances |
|
$ |
|
|
|
$ |
|
|
|
Accrued Interest |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
During the six months ended June 30,2024, self-liquidating promissory notes of $
On June 30, 2025, the remaining $
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.
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| Table of Contents |
The following table summarizes the derivative liabilities included in the balance sheet on June 30, 2025:
|
Fair Value Measurements Using Significant Observable Inputs (Level 3) |
|
|||
|
Balance - December 31, 2024 |
|
$ |
|
|
|
Net Loss (gain) on change in fair value of the derivative |
|
|
|
|
|
Balance - June 30, 2025 |
|
$ |
|
|
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
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. On the 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
As a result of the Purchase Agreement and the acquisition of the Assets, the Company plans to “tokenize” all the titles, namely 15,439 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.
On April 29, 2025, the Company signed and closed an Asset Purchase Agreement with Goliath Motion Picture Promotions to formally acquire the assets previously licensed. In consideration therefore, the Purchase Agreement provided that the Goliath shall exchange its
On the Closing Date, pursuant to the Purchase Agreement, the Company acquired various full-length motion pictures and serial television shows (the “Assets”). As a result of the Purchase Agreement and the acquisition of the Assets, the Company plans to market its television shows and movie library on both Over the Air and Streaming Platforms in conjunction with a comprehensive marketing effort to create both content and distribution partnerships.
The Company has determined the value of the consideration paid for the Assets to be $
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Estimated future amortization for the above acquisitions are as follows:
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Maybacks |
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Customers |
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2025 |
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$ |
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2026 |
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2027 |
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2028 |
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2029 |
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Thereafter |
|
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|
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$ |
|
|
NOTE 7 – RELATED PARTY TRANSACTIONS
On June 30, 2025 and December 31, 2024, the Company had accumulated balances due its President, Chris Giordano and its CEO, Paul Serbiak in the amounts of $
During the six months ended June 30, 2024, net cash repayments of $
Promissory Notes Payable – related party
On June 18, 2019, the Company issued a promissory note at a principal amount of $
Convertible Notes Payable – related party
In August 2015, the Company issued an unsecured promissory note to an investor in the amount of $
Related Party Loans
The Company received a loan from its’ CEO Paul Serbiak totaling $
Balances of all loans due to related parties as of June 30, 2025:
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Principal |
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Accrued Interest |
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Total |
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Promissory note - related party |
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$ |
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$ |
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$ |
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Convertible notes – Related party |
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Related Party Loans |
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Total Related Parties Loans |
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$ |
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Balances of all loans due to related parties as of December 31, 2024:
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Principal |
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Accrued Interest |
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Total |
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|||
|
Promissory note - related party |
|
$ |
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$ |
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$ |
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Convertible notes – Related party |
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Related Party Loans |
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Total Related Parties Loans |
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|
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$ |
|
|
On June 30, 2025, related party loans with a face value of $
On March 13, 2025, the Company entered into a Debt Exchange Agreements with each of Chris Giordano, our President and Director, and Paul Serbiak, our Chief Executive Officer and Director, pursuant to which they converted an aggregate of $
Accrued Compensation
The Company had $
NOTE 8 – LEASES
The Company’s right-of-use assets under
The Company currently does not have any long-term operating lease. Our operating lease expenses amounted to $
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NOTE 9 – INCOME TAXES
The Company provides for income taxes under ASC 740, “ Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of June 30, 2025 and December 31, 2024, are as follows:
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June 30, |
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December 31, |
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||
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2025 |
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2024 |
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||
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Net operating loss carryforward |
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$ |
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$ |
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Effective tax rate |
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% |
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% |
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Deferred tax asset |
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Less: Valuation allowance |
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(
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) |
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(
|
) |
|
Net deferred asset |
|
$ |
|
|
|
$ |
|
|
As of June 30, 2025, the Company had approximately $
NOTE 10 – 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 June 30, 2025 and December 31, 2024 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
$
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The second matter is entitled Patricia Witthuhn v. Global Fashion Technologies, Inc. The plaintiff initiated this litigation to collect wages allegedly due pursuant to her employment with Avani Holdings LLC. The Company never hired Ms. Witthuhn and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, the Company cannot hire outside counsel for this litigation due to cash flow constraints. The amount being sought by the plaintiff is approximately $
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 $
Employment Agreements
At the present time we are not paying our officers and directors compensation. We have the following employments agreements with our executive officers. At the end of 2020 these executive officers agreed to waive payment of 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,
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.
NOTE 11 – NET LOSS PER SHARE
Potentially dilutive securities are excluded from the calculation of net loss per share when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented.
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Potentially dilutive securities were comprised of the following:
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June 30, |
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December 31, |
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||
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2025 |
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2024 |
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||
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Warrants |
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- |
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- |
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Options |
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- |
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- |
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Convertible notes payable, including accrued interest |
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NOTE 12 – SEGMENT REPORTING
ASC Subtopic 280-10, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available. This information is regularly evaluated by the chief operating decision maker (“CODM”) to allocate resources and assess performance. The Company’s Chief Executive Officer serves as the CODM, and reviews financial information on an operating segment basis to make operational decisions and assess financial performance. The Company operates as one segment. The accounting policies of the Company’s segment are the same as those described in the summary of significant accounting policies.
The CODM assesses performance at a consolidated level and decides how to allocate resources based on consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets.
NOTE 13 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events for recognition and disclosure as of August 18, 2025, when the financial statements were available to be issued.
Subsequent to June 30, 2025, the Company issued
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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. We are a multi-faceted media and merchandising company with operating subsidiaries and license rights, described below.
Maybacks and Goliath
On April 26, 2023, we entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Maybacks Global Entertainment LLC, an Arizona limited liability company (“Maybacks”), and the members of Maybacks. As a result of the transaction, Maybacks became our wholly owned subsidiary.
Maybacks is looking to capitalize on the “cutting the cord” phenomenon and take advantage of its low operating costs and ability to offer free TV and channel access for established organizations at a fraction of what cable and satellite dish companies charge.
Maybacks is an Over the Air and platform driven television network. Maybacks has grown from a 25-channel network to a 42-channel network in the past year. With 42 channels, Maybacks broadcasts various programs that include movies, sports, serial television shows and live events. All of Maybacks’ programming is sourced from its own fully owned library. Maybacks generates revenue through the placement of insert advertisements, revenue share programs, Vast Tags as well as channel access fees and barter. Maybacks has grown from a network with 26 channels this time in 2024 to now 42 channels and is growing for the same period this year
Maybacks has three full-time employees and outsources all if its logistics and broadcasting to a third party known as Wise DV.
Maybacks has agreements with several other networks that are looking to carry Maybacks’ programing in exchange for revenue share programs.
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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 starting in the quarter ended June 30, 2024, and continuing through the quarter ended June 30, 2025, and we are hopeful more advertising agreements are signed and more ad pressions 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 filed with the SEC on April 16, 2025.
On June 20, 2023, the Company signed an Asset Purchase Agreement with Goliath Motion Picture Promotions owned by Priscella Cooper (the “Seller”). Since execution, however, the fulfillment of the Asset Agreement has not been possible because the Assets could not be entirely conveyed to Buyer 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 in consideration for 100,000 shares of Series D Preferred Stock of the Company.
On April 29, 2025, the Company signed and closed an Asset Purchase Agreement (the “Purchase Agreement”) with Goliath Motion Picture Promotions to formally acquire the assets previously licensed. In consideration therefore, the Purchase Agreement provided that the Goliath shall exchange its 100,000 shares of Series D Preferred Stock for 100,000 shares of the Company’s newly established Series F Preferred Stock.
On the Closing Date, pursuant to the Purchase Agreement, the Company acquired various full-length motion pictures and serial television shows (the “Assets”). As a result of the Purchase Agreement and the acquisition of the Assets, the Company plans to market its television shows and movie library on both Over the Air and Streaming Platforms in conjunction with a comprehensive marketing effort to create both content and distribution partnerships.
Maybacks has already been utilizing the Assets under the previous license and will continue to utilize the Assets, now acquired, to further its business plan. Maybacks has Vast Tag ad driven “Rev-Share” partnerships with very large groups such as “Whale TV,” which controls through its Operating System over 41 million homes spread across 400 plus Smart TV manufacturers. In addition, Maybacks also has a rev share agreement with LIME X, another content global distribution platform, which has had over 100 million downloads of its streaming app. Maybacks expect to launch its Vast Tag ad programs with both entities in late 2025.
As a result of now owning the Assets, Maybacks is now in the final stages of negotiations with HISENSE GROUP Ltd. for a Vast Tag ad partnership with their organization.
In addition, Maybacks is in the procedures and testing phase with another streaming industry player to distribute content in conjunction with another Vast Tag ad partnership, which is expected to be driven by an additional multimillion-person subscriber audience.
Authentic Heros
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.
AHI 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. During 2024, we entered into a license agreement with Tommy DeVito, Quarterback with the New York Giants Football Team, and we expect to launch the Authentic Heroes version of “Fan-Wear” at the start of the NFL 2025 season. The company is also in licensing discussions with other athletes to further Authentic Heroes opportunities.
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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 vinyl records to date under the heading of “Old is Gold” Christmas. It is also the Company’s intention to expand the Old is Gold division and create a Holiday Season album for 2025 as well as “Theme Based” Vinyl’s, such as for Black History Month, for example, as well as other cultural holidays from our library of over 17,000 Master Recordings.
The Authentic Heroes subsidiary also has completed an NFT Platform on the Ethereum 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. The NFT Mint Farm plans to start to market music NFTs once management has consulted with its advisors and determines that a regulatory pathway exists for this business line.
Going Concern Considerations
The Company intends to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund its expenditures or other cash requirements, until the Company generates positive cash flow from operations. However, the Company’s financial statements show an accumulated deficit of $40,383,043 as of June 30, 2025, with a net working capital deficit of $6,231,539 and limited cash resources. The Company has several promissory notes in default, including convertible notes with face values of $1,542,827, related party promissory notes with face values of $497,150 and self-liquidating promissory notes of $135,833. These factors raise doubts about the Company’s ability to continue as a going concern within the next year.
The Company's ability to continue as a going concern depends on its ability to repay or settle its current indebtedness, generate positive cash flow, and raise capital through equity and debt financing or other means on favorable terms. If the Company cannot obtain additional funds when required or on favorable terms, management may be necessary to restructure the Company or cease operations.
The Company has never declared bankruptcy or been in receivership. The Company has earned minimal revenues and has limited cash on hand. The Company has sustained losses since inception and has primarily relied upon the sale of its securities and loans, secured and unsecured, from related parties and outside parties for funding.
Our address is 50 Division Street Somerset NJ 08873. Our corporate website is https://authenticholdingsinc.com. The information contained in our website is not made part of or incorporated into this Quarterly Report on Form 10-Q.
Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024.
Revenue
We earned revenue of $97,163 for the three months ended June 30, 2025, as compared with $27,332 for the three months ended June 30, 2024. We earned revenue of $250,477 for the six months ended June 30, 2025, as compared with $67,572 for the six months ended June 30, 2024.
Maybacks continues to enter into agreements to expand the markets for its movie and TV programming and agreements for advertising spots. We expect to achieve increased revenues in future quarters from these efforts as well as the efforts discussed below.
During the reporting period, we acquired the Assets from Goliath Motion Pictures Promotions for content distribution on the Maybacks Global Entertainment network. The Goliath acquisition is expected to allow us to become both vertically and horizontally integrated and give Maybacks the ability to create several different revenue sources apart from ad revenue. We further expect Video on Demand will become part of the revenue model as a result of the acquisition, as well as the ability to monetize our content library in conjunction with other distributors of content. Our partnership with Whale TV is an example. Whale TV is an operating system developer whose OS is in over 400 different Smart TV manufacturers across 41 million plus homes. Our partnership with them allows us to distribute our content to their audience and split advertising revenue with 70% of such revenue remaining with Maybacks and the other 30% going to Whale TV.
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Maybacks is also in negotiations with several other distributors of content as well as other content distributors looking to broadcast their own content on the Maybacks TV platform in exchange for a revenue sharing arrangement. Lastly, we will be soon creating Authentic Events Group, LLC for the distribution of several Pay-Per-View (“PPV”) events we have been offered and will be contracted with over the coming weeks. We believe that PPV is another solid revenue source for Maybacks since it owns its own proven “Live Stream” that is capable of streaming to extremely large audiences without the need for third party assistance or expense.
We have now completed the building of our NFT platform and are in the process of making certain that any of our future offerings are compliant with regulatory guidelines. We have already created our “test net” and will be ready to roll-out music NFTS coupled with vinyl albums as soon as the guidelines become lucidly clear.
Authentic Heroes, our patented “Fanwear” division, has signed a license with NFL Quarterback Tommy DeVito aka “Tommy Cutlets.” We expect to launch the Authentic Heroes version of “Fan-Wear” at the start of the NFL 2025 season. We are also in discussions for licenses with several other Tier 1 athletes, which we anticipate will be signed subsequent to the Tommy DeVito rollout.
We are also in the process of attempting to recapture the 146,000 “Old is Gold” 16 Christmas Classics Vinyl albums which have been stored in a warehouse in Mainland China due to US Customs challenges which we feel we can rectify. We have been working with the Vantiva division of Technicolor USA and their customs broker to bring the vinyl albums back to the US and subsequently sell them to “Big Box” and “Mass Merchandisers” where there were substantial live purchase orders in 2022.
With the tariffs of 250% being levied against merchandise imported from China we are taking a wait and see posture until the tariff matters are ameliorated or significantly reduced. In the interim we are speaking with major distributors of vinyl records as well as Big Box and Mass Merchandisers for a brand-new release for Holiday Season 2025 and beyond with most of our offerings of Vinyl being based around theme holidays or seasons such as Valentines Day, Mother’s Day etc. It is our intention to create a vinyl record business beyond any sales of the already created inventory through licensing or the purchasing of music assets. We currently hold an exclusive license on 17,000 Master Recording with Maestro Entertainment. We are currently in the process of expanding the license with them to include streaming and music NFTs.
The Company has recently signed a “Revenue Sharing Agreement” with LIME X a very large global distributor of content. They will be marketing our iDreamCTV app to their 100,000,000 plus download audience. We expect the launch of this platform in late 2025.
On June 6 th the Company’s Maybacks subsidiary signed an agreement with Plex to integrate its networks into a global distribution model utilizing AVOD (Advertising Video On Demand). Through this agreement, Maybacks will provide premium AVOD content for distribution on Plex's FAST (Free Ad-supported Streaming TV) channels, as well as on-demand streaming.
On June 18 th the Company signed an agreement with Swerve TV. The partnership's first event, was a live stream of the legendary "Ring of Combat" promotion from the Tropicana in Atlantic City which exceeded viewership expectations and generated a significant social media buzz, powerfully demonstrating the value of placing premier content on Swerve TV's massive distribution platform. Swerve TV's channels are accessible in 80% of U.S. and Canadian homes and reach an audience of over 5 million combat sports fans. The next live streaming Ring of Combat event ROC 87 event will be held on Friday September 19 th 2025 and will be broadcast on both TOROTV.net and SWERVE TV
Operating Expenses
Operating expenses increased from $206,368 for the three months ended June 30, 2024, to $341,377 for the three months ended June 30, 2025. Operating expenses increased from $451,726 for the six months ended June 30, 2024, to $759,061 for the six months ended June 30, 2025.
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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.
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
Operating Expenses |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
General and administrative |
|
$ | 252,517 |
|
|
$ | 65,220 |
|
|
$ | 495,235 |
|
|
$ | 124,124 |
|
|
Depreciation and Amortization |
|
|
48,722 |
|
|
|
136,648 |
|
|
|
189,437 |
|
|
|
272,791 |
|
|
Professional and Legal Fees |
|
|
20,888 |
|
|
|
4,500 |
|
|
|
52,639 |
|
|
|
53,794 |
|
|
Research and Development |
|
|
19,250 |
|
|
|
- |
|
|
|
21,750 |
|
|
|
1,017 |
|
|
Total Operating Expenses |
|
$ | 341,377 |
|
|
$ | 206,368 |
|
|
$ | 759,061 |
|
|
$ | 451,726 |
|
Operating expenses increased in the amount of $135,009 for the three months ended June 30, 2025, compared to the three months ended June 30, 2024.
General and administrative expenses increased by $187,297 for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase resulted primarily from increased royalty of $13,832 due under the terms of the Maybacks acquisition agreement, increased salary expense of $87,501, and increased sponsorships of $55,000. General and administrative expenses increased by $371,111 for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase resulted primarily from increased royalty of $49,342 due under the terms of the Maybacks acquisition agreement, increased salary expense of $175,002, and increased sponsorships of $55,000. Beginning in October 2024, the Company began accruing a salary expense of $350,000 per annum for the Chris Giordano, the Company President.
Depreciation and amortization decreased by $87,926 for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Depreciation and amortization decreased by $83,354 for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease was primarily due to the Company’s purchase of various full-length motion pictures and serial television shows (the “Assets”) that had been previously licensed from Goliath. The purchased assets are not being depreciated or amortized.
Professional and legal fees increased by $16,388 for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Professional and legal fees decreased by $1,155 for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase during the three months ended June 30, 2025, compared to the three months ended June 30, 2024 was primarily due to an increase of $11,137 in legal fees.
Research and development increased by $19,250 for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Research and development increased by $20,733 for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase during both periods was primarily due to an increase of $19,100 in NTF Platform fees.
Other Income (Expenses)
Other income totaled $668,550 for the three months ended June 30, 2025, compared to other income of $1,110,626 for the three months ended June 30, 2024. Other expenses totaled $443,464 for the six months ended June 30, 2025, compared to other income of $274,712 for the six months ended June 30, 2024. The increases and decreases in other income and other expenses during both periods in 2025 primarily resulted from the change in the fair value of derivative liabilities.
Net Income (Loss)
We recorded net income of $389,491 for the three months ended June 30, 2025, compared to net income of $920,090 for the three months ended June 30, 2024. We recorded a net loss of $1,024,138 for the six months ended June 30, 2025, compared to a net loss of $151,861 for the six months ended June 30, 2024.
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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 on June 30, 2025, contains certain debt that is in default, including convertible notes with face values of $1,542,827, related party promissory notes with face values of $497,150 and self-liquidating promissory notes of $135,833. On June 30, 2025, we have limited 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.
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 June 30, 2025 and December 31, 2024.
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|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
|
$ Change |
|
|
% Change |
|
||||
|
Cash and cash equivalents |
|
$ | 2,726 |
|
|
$ | 5,890 |
|
|
$ | (3,164 | ) |
|
|
(0.54 | )% |
Summary of Cash Flows
Below is a summary of the Company’s cash flows for the six months ended June 30, 2025 and 2024.
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|
|
For the Six Months Ended June 30, |
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|||||
|
|
|
2025 |
|
|
2024 |
|
||
|
Net cash provided by (used in) operating activities |
|
$ |
4,094 |
|
|
$ | (120,116 | ) |
|
Net cash provided by (used in) investing activities |
|
|
(6,400 | ) |
|
|
- |
|
|
Net cash provided by (used in) financing activities |
|
|
(858 | ) |
|
|
120,116 |
|
|
Net increase (decrease) in cash and cash equivalents |
|
$ | (3,164 | ) |
|
$ | - |
|
Operating activities
Net cash provided by our operating activities was $4,094 during the six months ended June 30, 2025 and consisted of the net loss of $1,024,138 offset by the non-cash items for the six months ended June 30, 2025, of $312,682 change in fair value of derivative liabilities, bad debt expense of $11,480, loss on the conversion of convertible debt of $8,221, finance costs associated with the issuance of debt of $5,600, the amortization of debt discount of $1,709, and amortization of intangible assets of $185,554, and, the significant change in operating assets and liabilities were decreases in accounts receivable of $95,947, increases in accounts payable and accrued expenses of $297,388, and increases in accrued interest of $115,251.
Net cash used in operating activities was $120,116 during the six months ended June 30, 2024 and consisted of the net loss of $151,861 and a $439,515 change in the fair value of derivative liabilities, mainly offset by the amortization of intangible assets of $251,224. Net cash used in operating activities was $336,107 during the six months ended June 30, 2023 and consisted of the net loss of $227,532 offset by the non-cash items for the six months ended June 30, 2023, of $298,477 change in change in fair value of derivative liabilities offset by the gain on derivative liabilities due to conversion of note payable, and a $22,954 decrease in depreciation and amortization expenses.
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Investing Activities
During the six months ended June 30, 2025, the Company paid an advance on the acquisition of a license agreement in the amount of $5,000 and incurred capitalized website costs of $1,400.
The Company did not use any funds for investing activities during the six months ended June 30, 2024.
Financing activities
Net cash provided by or (Used in) financing activities for the six months ended June 30, 2025, and 2024 was $(858) and $120,116, respectively, consisting of the following:
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|
|
2025 |
|
|
2024 |
|
||
|
Bank overdraft |
|
$ | 240 |
|
|
$ | (1,626 | ) |
|
Proceeds from Series Z Preferred Stock |
|
|
15,000 |
|
|
|
- |
|
|
Proceeds from advances from related parties |
|
|
20,000 |
|
|
|
14,831 |
|
|
Proceeds from promissory notes |
|
|
- |
|
|
|
90,480 |
|
|
Proceeds from secured promissory notes |
|
|
- |
|
|
|
72,500 |
|
|
Repayment of secured promissory notes |
|
|
(14,000 | ) |
|
|
- |
|
|
Proceeds from convertible notes, net of cash discounts |
|
|
50,000 |
|
|
|
100,000 |
|
|
Repayments of advances from related parties |
|
|
(56,198 | ) |
|
|
(68,819 | ) |
|
Repayment of promissory notes |
|
|
(2,000 | ) |
|
|
(42,500 | ) |
|
Repayment of convertible notes |
|
|
(19,500 | ) |
|
|
(44,750 | ) |
|
Debt issuance cost |
|
|
5,600 |
|
|
|
- |
|
|
|
|
$ | (858 | ) |
|
$ | 120,116 |
|
Going Concern
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.
We have incurred losses since inception, resulting in accumulated deficits of $40,383,043 and $39,358,905 at June 30, 2025 and December 31, 2024, respectively, a working capital deficit of $6,231,539 and $5,324,664 as of June 30, 2025 and December 31, 2024, respectively, and future losses are anticipated. We also have debt that is currently in default. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
The ability of our company to continue our operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.
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.
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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.
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.
Advances
Advances were provided to Inventel Products LLC for the production of vinyl records that were to be sold through the Company’s joint venture. During 2024, Company management has determined that the advances are uncollectible and has charged other expense in the accompanying statement of operations for the year ended December 31, 2024.
Equipment
Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets.
The long-lived assets of the Company are reviewed for impairment under ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended December 31, 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.
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The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed, and lives of intangible assets with determinable lives may be adjusted.
We amortize the cost of our intangible assets over the 5 to 15-year estimated useful life on a straight-line basis.
On June 20, 2023, the Company signed an Asset Purchase Agreement with Goliath Motion Picture Promotions. Since execution, however, the fulfillment of the Asset Agreement had not been possible because the Assets could not be entirely conveyed to Buyer 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 in consideration for 100,000 shares of Series D Preferred Stock of the Company.
On April 29, 2025, the Company signed and closed an Asset Purchase Agreement (the “Purchase Agreement”) with Goliath Motion Picture Promotions to formally acquire the assets previously licensed. In consideration therefore, the Purchase Agreement provided that the Goliath shall exchange its 100,000 shares of Series D Preferred Stock for 100,000 shares of the Company’s newly established Series F Preferred Stock.
On the Closing Date, pursuant to the Purchase Agreement, the Company acquired various full-length motion pictures and serial television shows (the “Assets”). As a result of the Purchase Agreement and the acquisition of the Assets, the Company plans to market its television shows and movie library on both Over the Air and Streaming Platforms in conjunction with a comprehensive marketing effort to create both content and distribution partnerships.
In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the Company evaluated whether the acquired group of assets and liabilities (the acquired set) meets the definition of a business. If so, the transaction is accounted for as a business combination; if not, it must be accounted for as an asset acquisition or recapitalization. The Company assessed the following:
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|
· |
Whether substantially all the value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, and, |
|
|
· |
Whether the acquired set includes the required elements of a business under the framework in ASC 805 |
As the entire asset purchase was a single asset, the Goliath Motion Picture Library, the Company concluded that the acquisition was an asset acquisition.
Under ASC 805-50, Asset acquisitions shall be recorded at the cost to the acquiring entity. As the consideration given by the Company was preferred stock, and thus not cash, the cost of the acquisition is the fair value of the preferred stock consideration. The Company has determined the value of the consideration paid for the Assets to be $10,790,000,
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Income Taxes
Income taxes are accounted for under the asset and liability method stipulated by ASC 740 “Income Taxes.” Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax bases and operating loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized using a valuation allowance. A valuation allowance is applied when in management’s view, it is more likely than not that such deferred tax asset will be unable to be utilized.
The Company adopted specific provisions under ASC Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company’s adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes.
The Company’s tax returns are subject to examination by the federal and state tax authorities for the years ended 2017 through 2021. In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of June 30, 2025, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities.
Research and Development Expenses
Expenditures for research and development are expensed as incurred. Research and development expenses consist of expenses paid to outside contractors related to the development of the Company’s NFT platform.
Fair Value
FASB ASC 820, Fair Value Measurements and Disclosure s (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
Level 1 — Quoted market prices for identical assets or liabilities in active markets or observable inputs.
Level 2 — Significant other observable inputs that observable market data can corroborate; and
Level 3 — Significant unobservable inputs that observable market data cannot corroborate.
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.
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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 June 30, 2025. 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. |
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2. |
We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness. |
To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. We have not remedied the material weaknesses as of June 30, 2025. The Company plans to take remedial action to address these weaknesses during the fiscal year ended 2025.
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 six months ended June 30, 2025, 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.
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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, 2024, filed with the SEC on April 16, 2025. The risks described in our Annual Report 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 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 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
On April 29, 2025, the Company signed and closed an Asset Purchase Agreement with Goliath Motion Picture Promotions to formally acquire assets that were previously licensed. In consideration, the Purchase Agreement provided that the Goliath shall exchange its 100,000 shares of Series D Preferred Stock for 100,000 shares of the Company’s newly established Series F Preferred Stock.
These securities were issued pursuant to Section 3(a)(9) of the Securities Act.
During the six months ended June 30, 2025, the Company issued 600 shares of Series Z preferred shares for net proceeds of $15,000.
During the six months ended June 30, 2025, the Company issued 70,245,433 common shares for the following reasons:
|
Issuance of shares for conversion of debt |
|
|
17,467,655 |
|
|
$ | 21,555 |
|
|
Shares issued as collateral |
|
|
31,000,000 |
|
|
$ | 31,000 |
|
|
Debt issuance cost |
|
|
4,000,000 |
|
|
$ | 5,600 |
|
|
Shares issued in connection with non-cash securities purchase |
|
|
17,777,778 |
|
|
$ | - |
|
|
Total |
|
|
70,245,433 |
|
|
$ | 70,155.00 |
|
During the six months ended June 30, 2024, the Company issued 215,653,484 common shares for conversion of debt 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 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 on June 30, 2025, contain certain debt that is in default, including convertible notes with face values of $1,542,827, related party promissory notes with face values of $497,150 and self-liquidating promissory notes of $135,833.
On June 30, 2025, 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.
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Item 6. Exhibits
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Exhibit Number |
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Description of Exhibit |
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101 |
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The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 formatted in Extensible Business Reporting Language (XBRL). |
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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.
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Authentic Holdings Inc. formerly Global Fiber Technologies, Inc. |
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(Registrant) |
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Dated: August 19, 2025 |
/s/ Christopher Giordano |
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|
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Christopher Giordano |
|
|
|
President, and Director |
|
|
|
(Principal Executive Officer) |
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|
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Dated: August 19, 2025 |
/s/ Paul Serbiak |
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|
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Paul Serbiak |
|
|
|
CEO, Treasurer, Director and Secretary |
|
|
|
(Principal Financial Officer and Principal Accounting Officer) |
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