Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | AUTHENTIC HOLDINGS, INC. | ||
Entity Central Index Key | 0001338929 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 1,712,584,165 | ||
Entity Public Float | $ 4,023,826 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-52047 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 11-3746201 | ||
Entity Address Address Line 1 | 50 Division Street | ||
Entity Address City Or Town | Somerset | ||
Entity Address State Or Province | NJ | ||
Entity Address Postal Zip Code | 08873 | ||
City Area Code | 732 | ||
Local Phone Number | 695-4389 | ||
Entity Interactive Data Current | Yes | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Firm Id | 6771 | ||
Auditor Location | Houston, Texas | ||
Auditor Name | Victor Mokuolu, CPA PLLC |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 0 | $ 0 |
Prepaid interest and deposits | 0 | 0 |
Advances | 625,000 | 0 |
Total Current Assets | 625,000 | 0 |
Property and equipment, net of depreciation | 68,206 | 112,416 |
Intangible assets | 18,473 | 61,466 |
TOTAL ASSETS | 711,679 | 173,882 |
Current Liabilities | ||
Bank overdraft | 306 | 2,455 |
Accounts payable and accrued liabilities | 234,641 | 274,852 |
Accrued compensation | 501,250 | 501,250 |
Unsecured notes and accrued interest payable | 250,464 | 250,464 |
Convertible notes and accrued interest - net of debt discount of $92,000 and $0 respectively. | 1,243,243 | 429,416 |
Convertible notes and accrued interest - related party | 82,568 | 78,568 |
Promissory note and accrued interest - related party | 495,308 | 376,014 |
Derivative liabilities | 1,608,485 | 1,058,528 |
Advances from related parties | 383,686 | 280,416 |
Related party loans and accrued interest | 263,529 | 259,529 |
Self-Liquidating Promissory Notes | 165,000 | 157,500 |
Subscription payable | 0 | 100,000 |
Current liabilities from discontinued operations | 0 | 84,281 |
Total Current Liabilities | 5,228,481 | 3,853,272 |
Stockholders' Deficit | ||
Preferred stock, Class B, $0.001 par value, 1,000,000 shares authorized, 200,000 shares issued and outstanding | 200 | 200 |
Common stock $0.001 par value, 2,500,000,000 shares authorized, 1,557,397,662 and 1,450,210,322 shares issued and outstanding. | 1,557,397 | 1,450,210 |
Additional paid-in capital | 30,305,914 | 30,092,730 |
Accumulated deficit | (36,380,313) | (35,222,530) |
Stockholders' deficit | (4,516,802) | (3,679,390) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 711,679 | $ 173,882 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Convertible notes and accrued interest - net of debt discount | $ 92,000 | $ 0 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 200,000 | 200,000 |
Preferred stock, shares outstanding | 200,000 | 200,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 1,557,397,662 | 1,450,210,322 |
Common stock, shares outstanding | 1,557,397,662 | 1,450,210,322 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Operations | ||
REVENUE | $ 0 | $ 5,854 |
COST OF REVENUES | 0 | 63,814 |
GROSS PROFIT (LOSS) | 0 | (57,960) |
OPERATING EXPENSES | ||
General and administrative | 164,252 | 88,759 |
Depreciation and Amortization | 91,226 | 118,673 |
Professional and Legal Fees | 94,255 | 65,978 |
Officer salaries and compensation | 0 | |
Stock based compensation | 0 | 10,000 |
Research and Development | 65,315 | |
Total Operating Expenses | 415,048 | 283,410 |
LOSS FROM OPERATIONS | (415,048) | (341,370) |
OTHER INCOME (EXPENSE) | ||
(Income) Loss on change in fair value of derivative liabilities | 549,957 | 841,322 |
Gain from extinguishment of debt | (15,856) | |
Interest expense and financing costs | 116,727 | 195,687 |
Interest expense - related parties | 82,156 | 22,858 |
Other expense-Funding Fees | 9,750 | |
Total other expense | 742,735 | 1,059,867 |
NET INCOME (LOSS) | $ (1,157,783) | $ (1,401,237) |
Net loss per share | $ (0.001) | $ (0.0011) |
Weighted average common shares outstanding | 1,557,397,662 | 1,300,075,808 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholder's Deficit - USD ($) | Total | Class B Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2020 | 200,000 | 1,253,239,584 | |||
Balance, amount at Dec. 31, 2020 | $ (2,778,080) | $ 200 | $ 1,253,239 | $ 29,789,774 | $ (33,821,293) |
Conversion of notes payable, shares | 195,970,738 | ||||
Conversion of notes payable, amount | 489,927 | $ 195,971 | 293,956 | ||
Issuance of common for services, shares | 1,000,000 | ||||
Issuance of common for services, amount | 10,000 | $ 1,000 | 9,000 | ||
Net loss | (1,401,237) | (1,401,237) | |||
Balance, shares at Dec. 31, 2021 | 200,000 | 1,450,210,322 | |||
Balance, amount at Dec. 31, 2021 | (3,679,390) | $ 200 | $ 1,450,210 | 30,092,730 | (35,222,530) |
Net loss | (1,157,783) | (1,157,783) | |||
Issuance of shares for conversion of notes, shares | 104,965,118 | ||||
Issuance of shares for conversion of notes, amount | 255,370 | $ 104,965 | 150,405 | ||
Stock issued for cash, shares | 2,222,222 | ||||
Stock issued for cash, amount | 65,000 | $ 2,222 | 62,779 | ||
Balance, shares at Dec. 31, 2022 | 200,000 | 1,557,397,662 | |||
Balance, amount at Dec. 31, 2022 | $ (4,516,802) | $ 200 | $ 1,557,397 | $ 30,305,914 | $ (36,380,313) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss (income) | $ (1,157,783) | $ (1,401,237) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Change in fair value of derivative liabilities | 549,957 | 186,508 |
Extinguishment of derivative liabilities due to conversion | 251,871 | |
Conversion of notes payable to equity | 48,313 | |
Depreciation - Property and equipment | 48,233 | 50,677 |
Amortization - Intangible assets | 42,993 | 67,996 |
Stocks Issued for Services | 0 | 9,000 |
Stocks Issued for Services | 571,121 | |
Changes in operating assets and liabilities: | ||
Bank Indebtedness | (2,149) | 2,455 |
Expense paid for subsidiary | 0 | 0 |
Inventory | 60,815 | |
Advances to joint venture | (625,000) | |
Prepaid interest and deposits | 0 | 0 |
Accounts payable and accrued expenses | (40,210) | (24,881) |
Accrued interest | 134,792 | 51,366 |
Net cash used in operating activities | (1,000,853) | (174,309) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Advances from related party | 0 | 0 |
Acquisition of equipment | (4,022) | 0 |
Net cash used in investing activities | (4,022) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advances from related parties | 18,989 | 165,761 |
Proceeds from issuance of common stock and warrants | 97,965 | |
Net proceeds from convertible notes | 887,921 | |
Net cash provided by financing activities | 1,004,875 | 165,761 |
Net change in cash and cash equivalents | 0 | (8,548) |
Cash and cash equivalents - beginning of period | 0 | 8,548 |
Cash and cash equivalents - end of period | 0 | 0 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS AND GOI
DESCRIPTION OF BUSINESS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS AND GOING CONCERN | |
DESCRIPTION OF BUSINESS AND GOING CONCERN | NOTE 1 – DESCRIPTION OF BUSINESS AND GOING CONCERN Authentic Holdings Inc., Formerly Global Fiber Technologies, Inc. ("the Company"), was incorporated in Nevada on March 25, 2005. As of December 31, 2022, and December 31, 2021, the Company had 2,500,000,000 shares of authorized common stock, par value $0.001 and 1,000,000 shares of authorized preferred stock, par value $0.001 per share. On June 18, 2019, the Company completed its acquisition of assets from A.H. Originals, Inc. ("AHO"), a corporation controlled by the same owner group of Authentic Holdings Inc. formerly Global Fiber Technologies, Inc., for the consideration of 6,400,000 shares of common stock of the Company to be issued and the issuance of a promissory note of $447,150 that bears 3% interest per annum and have a one-year term with eight options to extend the maturity date for three-month periods. In addition, the Company issued to AHO 200,000 common shares of Authentic Heroes, Inc. ("AHI"), a subsidiary created by the Company, to hold the purchased assets. Going Concerned The accompanying financial statements have been prepared following U.S. generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company has an accumulated deficit of $36,380,313 as of December 31, 2022, which includes a net loss of $ 1,157,783 and a net working capital deficit of $4,603,481, with limited cash resources. Consequently, the items mentioned above raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to raise additional debt or equity and continue to settle obligations by issuing stock. Management intends to continue to grow other debt and equity until the Company has positive cash flows from an operating company. The Company's ability to continue as a going concern depends on its ability to repay or settle its current indebtedness, generate positive cash flow from an operating company, and raise capital through equity and debt financing or other means on desirable terms. If the Company cannot obtain additional funds when required or if the funds cannot be received on favorable terms, management may be necessary to restructure the Company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company's consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in U.S. dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year-end. Principles of Consolidation The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries, Trident Merchant Group, Inc. and Progressive Fashions Inc., and its majority-owned subsidiaries, Leading Edge Fashion, LLC, Pure361, LLC and ECO CHAIN 360, Inc., which are 51% owned. All significant intercompany accounts and transactions have been eliminated. As noted in Note 1, our 51% owned subsidiaries, Pure361, Leading Edge Fashions, LLC, and ECO CHAIN 360, Inc., had no operations, assets, or liabilities as of December 31, 2022, and 2021. Because of this, a non-controlling interest is not reflected in these financial statements. In addition, the Company has consolidated Authentic Heroes, Inc., Inc., of which the Company owns 80%. The Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly-owned subsidiary, Authentic Holdings, Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company’s board of directors authorized a change in our name to “Authentic Holdings, Inc.” and the Company’s Articles of Incorporation have been amended to reflect this name change. Reclassifications Specific amounts in the prior period's financial statements have been reclassified to conform to the current presentation. These reclassifications did not affect the reported consolidated net loss. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Inventories Inventories are stated at the lower cost (first-in, first-out method) or net realizable value. On December 31, 2022 and 2021, the Company had no acquired inventories. Equipment Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets as follows: Equipment 5 Years Furniture and Fixtures 7 Years Forklift 3 Years December 31, December 31, 2022 2021 Furniture and Equipment $ 215,665 $ 215,665 Forklift 20,433 20,433 Camera 4,022 Trident 733 733 TOTAL Equipment 240,853 236,831 Less accumulated depreciation (172,648 ) (124,415 ) $ 68,206 $ 112,416 Depreciation expenses amounted to $48,233 and $50,677 for the year ended December 31, 2022, and 2021, respectively. The long-lived assets of the Company are reviewed for impairment under ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended December 31, 2022, and 2021, no impairment losses have been identified. Intangible Assets The Company accounts for intangible assets (including trademarks and website) under ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including identifying reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include assessing future cash flows and determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to differ from such estimates materially and affect the determination of fair value and goodwill impairment at future reporting dates. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed, and lives of intangible assets with determinable lives may be adjusted. We amortize the cost of our intangible assets over the 15-year estimated useful life on a straight-line basis. The following table sets forth the amortization for the intangible assets on December 31, 2022, and 2021: December 31, December 31, 2022 2021 Patent $ 12,406 $ 12,406 Websites 10,690 10,690 Royalties 125,000 125,000 148,096 148,096 Less accumulated amortization (129,623 ) (86,630 ) $ 18,473 $ 61,466 Amortization expense amounted to $42,993 and $67,996 for the year ended December 31, 2022, and 2021, respectively. Prepaid interest and deposits Interest and deposits include prepaid consulting fees, OTC market annual fees, and license agreements. Prepaid interest is amortized over the life of the related liability. Revenue Recognition The Company recognizes revenue from its customer contracts following ASC 606 – Revenue from Contracts with Customers. Revenue related to contracts with customers is evaluated utilizing the following steps: 1. Identify the contract, or contracts, with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when the Company satisfies a performance obligation. Accounts Receivable Accounts receivable are recorded following ASC 310, ”Receivables.” Leases Effective October 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing essential information about leasing arrangements. The Company adopted the new lease standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated for contracts existing at the time of adoption. The Company currently does not have any operating lease over one year term to require accessing (i) whether any are or contain leases, (ii) lease classification and (iii) initial direct costs. Income Taxes Income taxes are accounted for under the asset and liability method stipulated by ASC 740 “Income Taxes.” Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax bases and operating loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized using a valuation allowance. A valuation allowance is applied when in management’s view, it is more likely than not that such deferred tax asset will be unable to be utilized. The Company adopted specific provisions under ASC Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company’s adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes. The Company’s tax returns are subject to examination by the federal and state tax authorities for the years ended 2017 through 2021. In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of December 31, 2022, and 2021, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. Stock-based Compensation We account for stock-based awards at fair value on the grant date and recognize compensation over the service period they are expected to vest. Using the Black-Scholes option pricing model, we estimate the fair value of stock options and stock purchase warrants. The estimated value of the portion of a stock-based award that is ultimately expected to vest, considering estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment. To the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. For the year ended December 31, 2022, and 2021, the Company incurred $0 and $ 10,000 for stock-based compensation, respectively. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid-in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If the underlying debt is converted, a proportionate share of the unamortized amounts is immediately expensed. Debt Issue Costs The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not, or with other considerations. These costs are recorded as debt discounts and are amortized over the life of the obligation to the statement of operations as amortization of debt discount. Original Issue Discount Suppose a debt is issued with an original issue discount. In that case, the original issue discount is recorded as a debt discount, reducing the face amount of the note. It is amortized over the life of the debt to the statement of operations as amortization of debt discount. If the underlying debt is converted, a proportionate share of the unamortized amounts is immediately expensed. Use of Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock-based awards issued and derivatives embedded in financial instruments. Assessments are used to determine depreciation, the valuation of non-cash issuances of common stock, stock options, and warrants, and valuing convertible notes for beneficial conversion features, among others. Fair Value FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The following table summarizes fair value measurements by level on December 31, 2022, and 2021, measured at fair value on a recurring basis: December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 1,608,485.24 $ 1,608,485.24 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 1,058,528 $ 1,058,528 The concentration of Credit Risk The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses, and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate the market. The Company maintains cash balances at financial institutions insured by the FDIC. On December 31, 2022, and December 31, 2021, the Company had no amounts above the FDIC limit. New Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “ Debt—Debt with Conversion and Other Options |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2022 | |
CAPITAL STOCK | |
CAPITAL STOCK | NOTE 3 – CAPITAL STOCK Preferred Stock The Company has designated a "Class B Convertible Preferred Stock" (the "Class B Preferred"). The number of authorized shares totals 1,000,000, and the par value is $.001 per share. The Class B Preferred shareholders vote together with the common stock as a single class. The holders of Class B Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock. The holders of Class B Preferred shares shall be entitled to 10,000 votes per share. The Class B Preferred Stock will have the rights to liquidation as all classes of the Company's Common Stock. The Class B Preferred stockholders are entitled to receive non-cumulative dividends at 8% per annum, accrued daily. The Corporation shall redeem the Class B Preferred Stock for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control. In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, the holders of the Class B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock, the amount of $.035 per share plus any accrued but unpaid dividends. Common Stock As of December 31, 2022, and 2021, the Company had 1,557,397,662 and 1,450,210,322 shares of its $0.001 par value common stock issued and outstanding, respectively. During the year ended December 31, 2022, the Company issued common shares as follows, · Issued 104,965,118 shares for conversion of notes payable to equity valued at $255,370. · Issued 2,222,222 shares for cash amounting to $65,000 During the year ended December 31, 2021, the Company issued common shares as follows: · Issue a total of 195,970,738 shares for settlement of convertible notes and accrued interest of $205,777. · Issued 1,000,000 shares to a consultant for services rendered for $10,000 to a consultant Stock Options There were no stock options issuance during the years ended December 31, 2022 and 2021. All stock options issuance previous to 20211were either exercise or expired. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE Unsecured Notes Payable On November 25, 2014, the Company issued an unsecured promissory note to an individual in the amount of $100,000 at 10% interest and due on April 1, 2015. On April 1, 2016 the Company entered into a forbearance agreement. The Company was granted an extension of the note through September 30, 2016 in consideration of 150,000 shares of common stock valued at $150,000 with interest accruing after March 29, 2016 at 12%. The lender was issued an additional 50,000 shares valued at $50,000 to extend the note to August 31, 2017. During the year ended December 31, 2019, the Company made $15,000 repayment. The initial extension fee was amortized ratably over the extension period of 180 days. The note and accrued interest were $221,503 and $28,961 as of December 31, 2022 and December 31, 2021. The note is currently in default. Convertible Notes Payable As of December 31, 2022 and 2021 convertible notes outstanding $1,243,243 and $429,416 respectively. December 31 2022 2021 Principal balances $ 1,180,001 $ 334,500 Discount (92,000 ) - Accrued Interest (155,243.00 ) 94,916 $ 1,243,243 $ 429,416 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE LIABILITIES | |
DERIVATIVE LIABILITIES | NOTE 5 – DERIVATIVE LIABILITIES The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “ Derivatives and Hedging,” The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2022: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2021 $ 1,058,528 Net Loss (gain) on change in fair value of the derivative 549,957 Balance - December 31, 2022 $ 1,608,485 |
ACQUISITIONS OF ASSETS
ACQUISITIONS OF ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
ACQUISITIONS OF ASSETS | |
ACQUISITIONS OF ASSETS | NOTE 6 – ACQUISITIONS OF ASSETS On June 18, 2019, the Company completed its acquisition of assets from AH Originals, Inc., a corporation controlled by the same owner group of Authentic Holdings Inc. formerly Global Fiber Technologies, Inc., for the consideration of 6,400,000 shares of common stock to be issued, cash advances of $32,850 and the issuance of a promissory note of $447,150 bears 3% interest per annum and has a one-year term with eight options to extend the maturity date for three-month periods. Management did not consider the transaction to be a business combination due to the common control of AHO and the Company. The assets were recorded at the carrying value. The stock was recorded at is par value and the debt as its fair value. The acquired assets and assumed liabilities from AH Originals, Inc. summarized as follows: Assets Acquisition Equipment $ 214,598 Inventory 60,815 Web Site 10,690 Patent 5,510 $ 291,613 Less Assumed Liabilities 16,336 $ 275,277 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2022, and 2021 net cash proceeds of $18,989 and $165,761 respectively were received from related parties for operating expenses. Advances from related parties accumulated balances as of December 31, 2022, and 2021 were $383,686 and $280,416. Promissory Notes Payable – related party On June 18, 2019, the Company issued a promissory note at a principal amount of $447,150 as part of the consideration for the acquisition of assets from AH Originals, Inc., a corporation controlled by the same owner group of Authentic Holdings Inc. formerly Global Fiber Technologies, Inc. The promissory note bears 3% interest per annum and have a one-year term with eight options to extend the maturity date for three-month periods. Convertible Notes Payable – related party In August 2015, the Company issued an unsecured promissory note to an investor in the amount of $50,000, convertible to common stock at $1.00 per share. The note bears an interest rate of 8% per annum and matured on August 8, 2016. The note is currently unpaid and in default. The note does not contain a beneficial conversion feature. As of December 31, 2022 the note have an accumulated interest of $32,568. Related Party Loans During 2016, the Company received loans from the CEO and a member of the board of directors totaling $284,900. In the year ended December 31, 2017, the Company received additional loans from these individuals in the amount of $160,650. The loans bear interest at 5% per annum and matured on June 30, 2017, and September 30, 2017. During the year ended December 31, 2017, $241,059 of the notes and interest was converted at approximately $0.19 for 580,000 common shares. The conversion of debt resulted in a gain on extinguishment of debt in the amount of $130,859 in the year ended December 31, 2017. Balances of all loans due to related parties as of December 31, 2022: Principal Accrued Interest Total Promissory note - related party (net of $17,594 discount) $ 447,150 $ 47,841 $ 494,991 Convertible notes – Related party 50,000 32,568 82,568 Related Party Loans 208,150 55,542 263,692 Total Related Parties Loans 705,300 135,951 $ 841,251 Total increase of $ $127,140 compared to previous year’s total related party loans of $714,111 primarily due the amortization of discount on the promissory note adding to the notes balances and accrued interest for the year. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
LEASES | NOTE 8- LEASES The Company’s right-of-use assets under operating lease for an office premise had expired on October 1 and the lease was not renewed. There are no lease liabilities balances as of December 31, 2022. The company currently do not have any long-term operating lease. Our operating lease expenses of $ 1,601 and $ 42 for the year ended December 31, 2022 and 2021 respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 9 – INCOME TAXES The Company provides for income taxes under ASC 740, “ Income Taxes.” The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2022, and 2021, are as follows: December 31, December 31, 2022 2021 Net operating loss carryforward $ 36,380,313 $ 35,222,530 Effective tax rate 21 % 21 % Deferred tax asset 7,639,866 $ 7,396,731 Less: Valuation allowance $ (7,639,866 ) $ (7,396,731 ) Net deferred asset $ - $ - As of December 31, 2022, the Company had approximately $36 million in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2029 and 2039. NOLs generated in tax years prior to December 31, 2017, can be carryforward for twenty years, whereas NOLs generated after December 31, 2017, can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2018 through 2022 are subject to review by the tax authorities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES The Company is a party to three pending litigation matters. The Company does not believe it has any liability, nor has it accrued any liability as of December 31, 2022, and 2021 for the following: One matter is entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc. The plaintiff initiated this litigation to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent. The Company does not operate outside the premises and has never signed any leases or other documents with the plaintiff. A judgment of eviction was entered, but the Company does not operate out of the premises in question and therefore did not appear in the matter to oppose the judgment of eviction. The plaintiff is also seeking unpaid rent in the amount of $ 26,595 The second matter is entitled Patricia Witthuhn v. Global Fashion Technologies, Inc. The plaintiff initiated this litigation to collect wages allegedly due pursuant to her employment with Avani Holdings LLC. The Company never hired Ms. Witthuhn and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, the Company cannot hire outside counsel for this litigation due to cash flow constraints. The amount being sought by the plaintiff is approximately $15,000 The third matter is entitled William Corso v. Global Fashion Technologies, Inc. The plaintiff initiated this litigation to collect wages allegedly due pursuant to his employment with Avani Holdings LLC. The Company never hired Mr. Corso and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, the Company cannot hire outside counsel for this litigation due to cash flow constraints. The amount being sought by the plaintiff is approximately $40,000 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | NOTE 11– NET LOSS PER SHARE Potentially dilutive securities are excluded from the calculation of net loss per share when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented. Potentially dilutive securities were comprised of the following: December 31 December 31, 2022 2021 Warrants 11,000,000 1,150,363 Options 2,700,000 2,700,000 Convertible notes payable, including accrued interest 198,854,201 106,911,847 22,554,201 110,762,210 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company had evaluated subsequent events for recognition and disclosure as of April 20, 2023 when the financial statements were available to be issued. No other matters were identified affecting the accompanying financial statements and related disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basic of presantation | The Company's consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in U.S. dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year-end. |
Principles of Consolidation | The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries, Trident Merchant Group, Inc. and Progressive Fashions Inc., and its majority-owned subsidiaries, Leading Edge Fashion, LLC, Pure361, LLC and ECO CHAIN 360, Inc., which are 51% owned. All significant intercompany accounts and transactions have been eliminated. As noted in Note 1, our 51% owned subsidiaries, Pure361, Leading Edge Fashions, LLC, and ECO CHAIN 360, Inc., had no operations, assets, or liabilities as of December 31, 2022, and 2021. Because of this, a non-controlling interest is not reflected in these financial statements. In addition, the Company has consolidated Authentic Heroes, Inc., Inc., of which the Company owns 80%. The Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly-owned subsidiary, Authentic Holdings, Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company’s board of directors authorized a change in our name to “Authentic Holdings, Inc.” and the Company’s Articles of Incorporation have been amended to reflect this name change. |
Reclassification | Specific amounts in the prior period's financial statements have been reclassified to conform to the current presentation. These reclassifications did not affect the reported consolidated net loss. |
Cash and Cash Equivalents | Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. |
Inventories | Inventories are stated at the lower cost (first-in, first-out method) or net realizable value. On December 31, 2022 and 2021, the Company had no acquired inventories. |
Equipment | Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets as follows: Equipment 5 Years Furniture and Fixtures 7 Years Forklift 3 Years December 31, December 31, 2022 2021 Furniture and Equipment $ 215,665 $ 215,665 Forklift 20,433 20,433 Camera 4,022 Trident 733 733 TOTAL Equipment 240,853 236,831 Less accumulated depreciation (172,648 ) (124,415 ) $ 68,206 $ 112,416 Depreciation expenses amounted to $48,233 and $50,677 for the year ended December 31, 2022, and 2021, respectively. The long-lived assets of the Company are reviewed for impairment under ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended December 31, 2022, and 2021, no impairment losses have been identified. |
Intengible assets | The Company accounts for intangible assets (including trademarks and website) under ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including identifying reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include assessing future cash flows and determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to differ from such estimates materially and affect the determination of fair value and goodwill impairment at future reporting dates. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed, and lives of intangible assets with determinable lives may be adjusted. We amortize the cost of our intangible assets over the 15-year estimated useful life on a straight-line basis. The following table sets forth the amortization for the intangible assets on December 31, 2022, and 2021: December 31, December 31, 2022 2021 Patent $ 12,406 $ 12,406 Websites 10,690 10,690 Royalties 125,000 125,000 148,096 148,096 Less accumulated amortization (129,623 ) (86,630 ) $ 18,473 $ 61,466 Amortization expense amounted to $42,993 and $67,996 for the year ended December 31, 2022, and 2021, respectively. |
Prepaid interest and deposit | Interest and deposits include prepaid consulting fees, OTC market annual fees, and license agreements. Prepaid interest is amortized over the life of the related liability. |
Revenue Recognition | The Company recognizes revenue from its customer contracts following ASC 606 – Revenue from Contracts with Customers. Revenue related to contracts with customers is evaluated utilizing the following steps: 1. Identify the contract, or contracts, with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when the Company satisfies a performance obligation. |
Accounts Receivable | Accounts receivable are recorded following ASC 310, ”Receivables.” |
Leases | Effective October 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing essential information about leasing arrangements. The Company adopted the new lease standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated for contracts existing at the time of adoption. The Company currently does not have any operating lease over one year term to require accessing (i) whether any are or contain leases, (ii) lease classification and (iii) initial direct costs. |
Income taxes | Income taxes are accounted for under the asset and liability method stipulated by ASC 740 “Income Taxes.” Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax bases and operating loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized using a valuation allowance. A valuation allowance is applied when in management’s view, it is more likely than not that such deferred tax asset will be unable to be utilized. The Company adopted specific provisions under ASC Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company’s adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes. The Company’s tax returns are subject to examination by the federal and state tax authorities for the years ended 2017 through 2021. In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of December 31, 2022, and 2021, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. |
Stock-based Compensation | We account for stock-based awards at fair value on the grant date and recognize compensation over the service period they are expected to vest. Using the Black-Scholes option pricing model, we estimate the fair value of stock options and stock purchase warrants. The estimated value of the portion of a stock-based award that is ultimately expected to vest, considering estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment. To the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. For the year ended December 31, 2022, and 2021, the Company incurred $0 and $ 10,000 for stock-based compensation, respectively. |
Beneficial Conversion Feature | For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid-in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If the underlying debt is converted, a proportionate share of the unamortized amounts is immediately expensed. |
Debt Issue Costs | The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not, or with other considerations. These costs are recorded as debt discounts and are amortized over the life of the obligation to the statement of operations as amortization of debt discount. |
Original Issue Discount | Suppose a debt is issued with an original issue discount. In that case, the original issue discount is recorded as a debt discount, reducing the face amount of the note. It is amortized over the life of the debt to the statement of operations as amortization of debt discount. If the underlying debt is converted, a proportionate share of the unamortized amounts is immediately expensed. |
Use of Accounting Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock-based awards issued and derivatives embedded in financial instruments. Assessments are used to determine depreciation, the valuation of non-cash issuances of common stock, stock options, and warrants, and valuing convertible notes for beneficial conversion features, among others. |
Fair Value | FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The following table summarizes fair value measurements by level on December 31, 2022, and 2021, measured at fair value on a recurring basis: December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 1,608,485.24 $ 1,608,485.24 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 1,058,528 $ 1,058,528 |
Concentration of credit risk | The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses, and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate the market. The Company maintains cash balances at financial institutions insured by the FDIC. On December 31, 2022, and December 31, 2021, the Company had no amounts above the FDIC limit. |
New Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “ Debt—Debt with Conversion and Other Options |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Property plant and equipment | Equipment 5 Years Furniture and Fixtures 7 Years Forklift 3 Years December 31, December 31, 2022 2021 Furniture and Equipment $ 215,665 $ 215,665 Forklift 20,433 20,433 Camera 4,022 Trident 733 733 TOTAL Equipment 240,853 236,831 Less accumulated depreciation (172,648 ) (124,415 ) $ 68,206 $ 112,416 |
Schedule of amortization for the intangible assets | December 31, December 31, 2022 2021 Patent $ 12,406 $ 12,406 Websites 10,690 10,690 Royalties 125,000 125,000 148,096 148,096 Less accumulated amortization (129,623 ) (86,630 ) $ 18,473 $ 61,466 |
Schedule of fair value measurements | December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 1,608,485.24 $ 1,608,485.24 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 1,058,528 $ 1,058,528 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
NOTES PAYABLE | |
Schedule of Convertible Notes Payable | December 31 2022 2021 Principal balances $ 1,180,001 $ 334,500 Discount (92,000 ) - Accrued Interest (155,243.00 ) 94,916 $ 1,243,243 $ 429,416 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE LIABILITIES | |
Schedule of fair value of derivative liability | Balance - December 31, 2021 $ 1,058,528 Net Loss (gain) on change in fair value of the derivative 549,957 Balance - December 31, 2022 $ 1,608,485 |
ACQUISITIONS OF ASSETS (Tables)
ACQUISITIONS OF ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACQUISITIONS OF ASSETS | |
Schedule of acquired assets and assumed liabilities | Assets Acquisition Equipment $ 214,598 Inventory 60,815 Web Site 10,690 Patent 5,510 $ 291,613 Less Assumed Liabilities 16,336 $ 275,277 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
Summary of Related Party Transactions | Principal Accrued Interest Total Promissory note - related party (net of $17,594 discount) $ 447,150 $ 47,841 $ 494,991 Convertible notes – Related party 50,000 32,568 82,568 Related Party Loans 208,150 55,542 263,692 Total Related Parties Loans 705,300 135,951 $ 841,251 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Summary of deferred tax assets | December 31, December 31, 2022 2021 Net operating loss carryforward $ 36,380,313 $ 35,222,530 Effective tax rate 21 % 21 % Deferred tax asset 7,639,866 $ 7,396,731 Less: Valuation allowance $ (7,639,866 ) $ (7,396,731 ) Net deferred asset $ - $ - |
NET LOSS PER SHARES (Tables)
NET LOSS PER SHARES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
NET LOSS PER SHARES (Tables) | |
Potentially dilutive securities | December 31 December 31, 2022 2021 Warrants 11,000,000 1,150,363 Options 2,700,000 2,700,000 Convertible notes payable, including accrued interest 198,854,201 106,911,847 22,554,201 110,762,210 |
DESCRIPTION OF BUSINESS AND G_2
DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 18, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss | $ (1,157,783) | $ (1,401,237) | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Working capital deficit | $ (4,603,481) | ||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | |
Common stock, shares par value | $ 0.001 | $ 0.001 | |
Accumulated deficit | $ (36,380,313) | $ (35,222,530) | |
AHO [Member] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | |
Common stock, shares par value | $ 0.001 | $ 0.001 | |
Business acquisition consideration transferred shares issued | 6,400,000 | ||
Business acquisition consideration transferred, promissory note issued | $ 447,150 | ||
Promissory note, interest rate | 3% | ||
Shares of AHI issued to AHO under acquisition | 200,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture And Fixtures [Member] | |
Estimated useful lives | 7 years |
Forklift [Member] | |
Estimated useful lives | 3 years |
AHO [Member] | |
Estimated useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Furniture and Equipment | $ 215,665 | $ 215,665 |
Forklift | 20,433 | 20,433 |
Camera | 4,022 | |
Trident | 733 | 733 |
Total fixed assets | 240,853 | 236,831 |
Less accumulated depreciation | (172,648) | (124,415) |
Assets | $ 68,206 | $ 112,416 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Amortization for the intangible assets | $ 148,096 | $ 148,096 |
Less accumulated amortization | (129,623) | (86,630) |
Amortization for the intangible assets, net | 18,473 | 61,466 |
Patent [Member] | ||
Amortization for the intangible assets | 12,406 | 12,406 |
Websites [Member] | ||
Amortization for the intangible assets | 10,690 | 10,690 |
Royalties [Member] | ||
Amortization for the intangible assets | $ 125,000 | $ 125,000 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Liabilities | $ 1,608,485 | $ 1,058,528 |
Level 1 [Member] | ||
Derivative Liabilities | 0 | 0 |
Level 2 [Member] | ||
Derivative Liabilities | 0 | 0 |
Level 3 [Member] | ||
Derivative Liabilities | $ 1,608,485 | $ 1,058,528 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation expense | $ 48,233 | $ 50,677 |
Amortization expense | $ 42,993 | 67,996 |
Intangible assets, estimated useful life | 15 years | |
Stock-based Compensation | $ 0 | $ 10,000 |
ECO CHAIN 360 [Member] | ||
Ownership interest | 51% | |
AHI [Member] | ||
Ownership interest | 80% |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 1,557,397,662 | 1,450,210,322 |
Common stock, shares issued | 1,557,397,662 | 1,450,210,322 |
Debt conversion on convertible note, common stock | $ 255,370 | |
Accrued interest | $ 205,777 | |
Stock issued for cash, amount | $ 65,000 | |
Issuance of shares for services, amount | $ 10,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Consultant [Member] | ||
Issuance of shares for services, shares | 1,000,000 | |
Issuance of shares for services, amount | $ 10,000 | |
Class B Preferred Stock [Member] | ||
Exercise price | $ 0.035 | |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 1,000,000 | |
Non cumulative dividends rate received per annum | 8% | |
Preferred stock voting rights | 10,000 | |
Redemption description | The Class B Preferred Stock shall be redeemed by the Corporation for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control. | |
Common Stock | ||
Stock issued for cash, shares | 2,222,222 | |
Convertible Promissory Notes [Member] | ||
Debt conversion on convertible note, common stock | 104,965,118 | 195,970,738 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
NOTES PAYABLE | ||
Principal balances | $ 1,180,001 | $ 334,500 |
Discount | (92,000) | 0 |
Accrued interest | (155,243) | 94,916 |
Notes Payable | $ 1,243,243 | $ 429,416 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible promissory note | $ 1,243,243 | $ 429,416 | |
Unsecured Notes Payable One [Member] | |||
Shares to be issued under agreement, shares | 50,000 | ||
Shares to be issued under agreement, value | $ 50,000 | ||
November 25, 2014 [Member] | Unsecured Debt [Member] | |||
Interest rate | 10% | ||
Notes Payable | $ 221,503 | 28,961 | |
Note payable issued | $ 100,000 | ||
Repayment of unsecured note payable | $ 15,000 | ||
April 1, 2016 [Member] | Unsecured Debt [Member] | Forbearance agreement [Member] | |||
Interest rate | 12% | ||
Shares to be issued under agreement, shares | 150,000 | ||
Shares to be issued under agreement, value | $ 150,000 | ||
Convertible Promissory Notes [Member] | |||
Convertible promissory note | $ 1,243,243 | $ 429,416 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
DERIVATIVE LIABILITIES | |
Balance - December 31, 2021 | $ 1,058,528 |
Loss (gain) on change in fair value of the derivative | 549,957 |
Balance - December 31, 2022 | $ 1,608,485 |
ACQUISITIONS OF ASSETS (Details
ACQUISITIONS OF ASSETS (Details) | Jun. 18, 2019 USD ($) |
Less Assumed Liabilities | $ 16,336 |
Total acquired assets and assumed liabilities, net | 275,277 |
Acquired assets and assumed liabilities | 291,613 |
AH Originals, Inc [Member] | Website [Member] | |
Acquired assets and assumed liabilities | 10,690 |
AH Originals, Inc [Member] | Patent [Member] | |
Acquired assets and assumed liabilities | 5,510 |
AH Originals, Inc [Member] | Inventory [Member] | |
Acquired assets and assumed liabilities | 60,815 |
AH Originals, Inc [Member] | Equipment [Member] | |
Acquired assets and assumed liabilities | $ 214,598 |
ACQUISITIONS OF ASSETS (Detai_2
ACQUISITIONS OF ASSETS (Details Narrative) - AH Originals, Inc [Member] - Promissory Notes Payable [Member] - USD ($) | 1 Months Ended | |
Jun. 18, 2019 | Dec. 31, 2019 | |
Prepayment amount | $ 32,850 | |
Promissory note | $ 447,150 | |
Interest rate | 3% | 3% |
Acquisition of assets from related party | 6,400,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Interest | $ 205,777 | |
Promissory Notes Payable [Member] | ||
Principal loans due to related parties | $ 447,150 | |
Accrued Interest | 47,841 | |
Total loans due to related parties | 494,991 | |
Convertible Notes [Member] | ||
Principal loans due to related parties | 50,000 | |
Accrued Interest | 32,568 | |
Total loans due to related parties | 82,568 | |
Related Party Loans [Member] | ||
Principal loans due to related parties | 208,150 | |
Accrued Interest | 55,542 | |
Total loans due to related parties | 263,692 | |
Total Related Parties Loans [Member] | ||
Principal loans due to related parties | 705,300 | |
Accrued Interest | 135,951 | |
Total loans due to related parties15 | $ 841,251 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 18, 2019 | Aug. 31, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2019 | |
Advance from related party | $ 383,686 | $ 280,416 | |||||
Net cash proceeds of received from related parties for operating expenses | 18,989 | $ 165,761 | |||||
Related party loans | 714,111 | ||||||
Increase in related party loans | 127,140 | ||||||
Investor [Member] | Convertible Notes Payable [Member] | |||||||
Interest rate | 8% | ||||||
Notes Payable | $ 50,000 | ||||||
Accumulated interest | $ 32,568 | ||||||
Maturity Date | Aug. 08, 2016 | ||||||
Conversion price | $ 1 | ||||||
Chief Executive Officer [Member] | |||||||
Loans received from related party | $ 284,900 | ||||||
Additional Loans received from related party | $ 160,650 | ||||||
Interest bearing | 5% | ||||||
Debt conversion on convertible note | $ 241,059 | ||||||
Conversion price | $ 0.19 | ||||||
Debt conversion on convertible note, common stock | 580,000 | ||||||
Gain on extinguishment of debt | $ 130,859 | ||||||
AH Originals, Inc [Member] | Promissory Notes Payable [Member] | |||||||
Interest rate | 3% | 3% | |||||
Promissory note at principal amount | $ 447,150 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
LEASES | ||
Description of leases | operating lease for an office premise had expired on October 1 and the lease was not renewed | |
Operating lease costs | $ 1,601 | $ 42 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Net operating loss carry forward | $ 36,380,313 | $ 35,222,530 |
Effective tax rate | 21% | 21% |
Deferred tax asset | $ 7,639,866 | $ 7,396,731 |
Less: Valuation allowance | (7,639,866) | (7,396,731) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) $ in Millions | Dec. 31, 2022 USD ($) |
INCOME TAXES | |
Net Operating loss carry-forward | $ 36 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Royalty expense | $ 0 |
Pending Litigation #1 [Member] | |
Alleged Damages | 26,595 |
Pending Litigation #2 [Member] | |
Alleged Damages | 15,000 |
Pending Litigation #3 [Member] | |
Alleged Damages | $ 40,000 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Potentially dilutive securities | 22,554,201 | 110,762,210 |
Stock options [Member] | ||
Potentially dilutive securities | 2,700,000 | 2,700,000 |
Convertible notes payable, including accrued interest [Member] | ||
Potentially dilutive securities | 198,854,201 | 106,911,847 |
Warrants [Member] | ||
Potentially dilutive securities | 11,000,000 | 1,150,363 |