UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March 31,~~September 30, 2020

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

For the transition period from ____________ to ____________

Commission File Number 000-52047

GLOBAL FIBER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

50 Division Street Suite 501 Somerville, New Jersey		08876
(Address of principal executive offices)		(Zip Code)

(732) 695-4389

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ YES ☐ NO

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

1,254,239,584 shares of common stock issued and outstanding as of September 15, 2021

TABLE OF CONTENTS

~~Table of Contents~~

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Global Fiber Technologies, Inc.

(formerly ECO TEK 360, INC. and Subsidiaries)

Condensed Consolidated Balance Sheets

	March 31, 2020			December 31, 2019			September 30, 2020			December 31, 2019
	(Unaudited)						(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	5,130		$	4,794		$	119,023		$	4,794
Prepaid interest and deposits		65,625			96,214			19,458			96,214
Inventories		60,815			60,815			60,815			60,815
Total Current Assets		131,570			161,824			199,296			161,823
Operating lease right-of-use assets		31,382			46,971			-			46,972
Property and equipment, net		200,551			213,037			175,579			213,037
Intangible assets		68,952			69,284			71,461			69,284
TOTAL ASSETS	$	432,455		$	491,116		$	446,336		$	491,116
LIABILITIES AND STOCKHOLDERS DEFICIT
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		242,718			211,245			256,633			211,245
Accrued compensation		501,250			501,250			501,250			501,250
Unsecured notes and accrued interest payable		223,091			223,091			223,091			223,091
Convertible notes and accrued interest - net of debt discount of $245,191 and $52,720, respectively		125,922			488,865
Convertible notes and accrued interest - net of debt discount of $0 and $52,720, respectively								-			488,865
Convertible notes and accrued interest - related party		68,500			67,500			68,500			67,500
Promissory note and accrued interest - related party		281,835			278,168			281,835			278,168
Derivative liabilities		989,813			989,813			340,070			989,813
Advances from related parties		122,815			124,558			118,181			124,558
Related party loans and accrued interest		247,283			244,681			247,283			244,681
Self Liquidating Promissory Notes								150,000			-
Subscription payable		100,000			100,000			100,000			100,000
Operating lease liabilities		46,971			46,971			46,971			46,971
Current liabilities from discontinued operations		84,281			84,281			84,281			84,281
Total Current Liabilities		3,034,479			3,360,423			2,418,095			3,360,423
Stockholders Deficit
Stockholders’ Deficit
Preferred stock, Class B, $0.001 par value, 1,000,000 shares authorized, 200,000 shares issued and outstanding		200			200			200			200
Common stock $0.001 par value, 1,000,000,000 shares authorized, 458,575,514 and 26,446,236 shares issued and outstanding, 0 and 6,688,666 issuable as of March 31, 2020 and December 31, 2019, respectively		458,575			26,446
Common stock $0.001 par value, 1,000,000,000 shares authorized, 1,253,239,584 and 26,446,236 shares issued and outstanding, 147,819,000 and 6,688,666 issuable as of September 30, 2020 and December 31, 2019, respectively								1,253,239			26,446
Additional paid-in capital		29,789,771			29,789,473			29,789,771			29,789,471
Stock subscription receivable		-			-
Accumulated deficit		(32,850,570	)		(32,685,425	)		(33,014,969	)		(32,685,424	)
Stockholders' deficit		(2,602,025	)		(2,869,306	)		(1,971,759	)		(2,869,307	)
											��
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	432,455		$	491,116		$	446,336		$	491,116

*Derived from audited information

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

Table of Contents

Global Fiber Technologies, Inc.

(formerly ECO TEK 360, INC. and Subsidiaries)

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months ended						Three Months ended						Nine Months ended
	March 31, 2020			March 31, 2019			September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019

REVENUE	$	1,916		$	-		$	380		$	1,784		$	6,407		$	1,794
COST OF REVENUES		3,005						2,874						6,734
GROSS PROFIT (LOSS)		(1,089	)					(2,494	)		1,784			(327	)		1,794
OPERATING EXPENSES
General and administrative		98,420			158,474			57,805			142,052			207,288			369,181
Depreciation and Amortization		28,407						28,611						85,425
Consulting fees share expense		1,426						-						-
Officer salaries and compensation		-						-						-
Stock based compensation		-			83,574			-			60,000			700			143,574
Gain from extinguishment of debt		-			(12,041	)		-						-			(12,041	)
Gain on extinguishment of debt - related party		-			-			-			-			-			-
Total Operating Expenses		128,253			230,007			86,416			202,052			293,413			500,714

LOSS FROM OPERATIONS		(129,342	)		(230,007	)		(88,910	)		(200,268	)		(293,740	)		(498,920	)

OTHER EXPENSE
Loss on change in fair value of derivative liabilities		-			-			-			-			-			-
Interest expense and financing costs		35,806			172,410			-			318,654			35,806			699,318
Interest expense - related parties		-			3,602			-			6,984			-			14,629
Total other expense		35,806			176,012			-			325,638			35,806			713,947

NET LOSS		(165,148	)		(406,019	)		(88,910	)		(525,906	)		(329,546	)		(1,212,867	)

Net loss per share	$	(0.00	)	$	(0.02	)	$	(0.00	)	$	(0.02	)	$	(0.00	)	$	(0.04	)

Weighted average common shares outstanding		127,063,682			21,209,691			979,648,126			28,740,782			561,901,598			27,994,505

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

Table of Contents

Global Fiber Technologies, Inc.

(formerly ECO TEK 360, INC. and Subsidiaries)

Condensed Consolidated Statements of Stockholders’ Deficit

For the ~~three months ended March 31,~~Nine Months and Three Months Ended September 30, 2020 and 2019

(Unaudited)

											Additional					Total													Additional					Total
	Class B Preferred Stock				Common Stock						Paid-in		Accumulated			Stockholders'			Class B Preferred Stock				Common Stock						Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficiency			Shares		Amount		Shares			Amount			Capital		Deficit			Deficiency
Balance December 31, 2019		200,000	$	200		26,446,236		$	26,446		$	29,789,473	$	(32,685,425	)	$	(2,869,306	)		200,000	$	200		26,446,236		$	26,446		$	29,789,471	$	(32,685,423	)	$	(2,869,306	)
Conversion of notes payable						432,129,278			431,729								431,729							432,129,278			431,729								431,729
Isssuance of common for services						700,000			700								700							700,000			700								700
Cancellation of shares						(300,000	)		(300	)		300					-							(300,000	)		(300	)		300					-
Net loss for the quarter														(165,148	)		(165,148	)														(165,148	)		(165,148	)
Balance March 31, 2020		200,000	$	200		458,975,514		$	458,575		$	29,789,773	$	(32,850,573	)	$	(2,602,025	)

Balance March 31,2020																				200,000	$	200		458,975,514		$	458,575		$	29,789,771	$	(32,850,571	)	$	(2,602,025	)
Conversion of notes payable																								794,664,070			794,664								794,664
Net loss during the quarter																																(75,488	)		(75,488	)
Balance June 30, 2020																				200,000	$	200		1,253,639,584		$	1,253,239		$	29,789,771	$	(32,926,059	)	$	(1,882,849	)
Net loss																																(88,910	)		(88,910	)
Balance September 30, 2020																				200,000		200		1,253,639,584			1,253,239			29,789,771		(33,014,969	)		(1,971,759	)

Balance December 31, 2018		200,000	$	200		21,144,593		$	21,145		$	29,335,171	$	(31,023,302	)	$	(1,666,786	)		200,000	$	200		21,144,593		$	21,145		$	29,335,171	$	(31,023,302	)	$	(1,666,786	)
Options issued for consulting services												83,574					83,574													83,574					83,574
Common stock issuable for settlement of a convertible note		-		-		70,588			71			5,576		-			5,647			-		-		70,588			71			5,576		-			5,647
Debt discount - Convertible promissory note and warrants		-		-		-			-			217,500					217,500			-		-		-			-			217,500					217,500
Net loss for the quarter end March 31, 2019														(406,019	)		(406,019	)														(406,019	)		(406,019	)
Balance - March 31, 2019		200,000	$	200		21,215,181		$	21,216		$	29,641,821	$	(31,429,321	)	$	(1,766,084	)		200,000	$	200		21,215,181		$	21,216		$	29,641,821	$	(31,429,321	)	$	(1,766,084	)
Common stock issued for cash																								190,000			190			43,310					43,500
Common stock issue for repayment of related party loan																								50,000			50			12,450					12,500
Acquisition of assets from related party																								6,400,000			6,400								6,400
Debt discount - Convertible promissory note and warrants																														102,000					102,000
Net loss for the quarter end June 30, 2019																																(280,952	)		(280,952	)
Balance June 30, 2019																				200,000	$	200		27,855,181		$	27,856		$	29,799,581	$	(31,236,273	)	$	(1,882,636	)
Common stock issued for consulting services																								300,000			300			59,700					60,000
Common stock issued for conversion of convertible note																								764,758			765			59,315					60,080
Debt discount - Convertible promissory note and warrants																														281,698					281,698
Net loss																																(525,906	)		(525,906	)
Balance September 30, 2019																				200,000		200		28,919,939			28,921			30,200,294		(32,236,179	)		(2,006,764	)

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

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Global Fiber Technologies, Inc.

(formerly ECO TEK 360, INC. and Subsidiaries)

Condensed Consolidated Statements of Cash Flows

For the ~~three~~Nine months ended ~~March 31,~~September 30, 2020 and 2019

(Unaudited)

	2020			2019
	(unaudited)			(unaudited)			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(165,148	)	$	(406,019	)	$	(329,546	)	$	(1,212,877	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Loss on change in fair value of derivative liabilities
Gain from extinguishment of debt					(12,041	)					(12,041	)
Depreciation - Property and equipment		12,486			95			37,458			11,593
Depreciation - Operating lease right-of-use assets		15,589						46,971
Amortization - Intangible assets		332						996			307
Expenses paid for directly by related party					10,121						25,897
Amortization of debt discount					163,095			27,486			660,128
Amortization of commitment fee
Stock based compensation expense					83,574						143,574
Stock issued for services
Changes in operating assets and liabilities:
Expense paid for subsidiary											(16,336	)
Prepaid interest and deposits		30,590			(9,789	)		76,756			(112,087	)
Accounts payable and accrued expenses		31,473			11,501			45,388			(56,396	)
Accrued interest		5,526			12,918			892			53,821
Net cash used in operating activities		(69,152	)		(146,545	)		(93,599	)		(514,417	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment											(18,500	)
Acquisition of intangible assets											(3,723	)
Net cash used in investing activities		-			-			-			(22,223	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Self liquidating Promissory Notes								150,000
Proceeds from issuance of convertible promissory note, net		69,488			217,500			61,000			633,000
Proceeds from issuance of common stock											43,500
Proceeds from subscriptions payable					80,000						80,000
Proceeds from unsecured loans											50,000
Repayment of convertible notes					(135,000	)					(135,000	)
Repayment of unsecured loans					(43,573	)					(5,000	)
Net cash provided by financing activities		69,488			118,927			211,000			557,557

Net change in cash and cash equivalents		336			(27,618	)		114,401			20,917
Cash and cash equivalents - beginning of period		4,794			29,310			4,794			29,310
Cash and cash equivalents - end of period	$	5,130		$	1,692		$	119,024		$	50,227
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-		$	-

Non-Cash Investing and Financing Activity:
Shares issued for related party loan							$	-		$	12,500
Acquisition of assets from related party through the issuance of common stock and a note							$	-		$	275,277
Common stock issued for conversion of convertible notes	$	431,729		$	5,647		$	1,226,393		$	5,647
Debt discount from derivative liabilities							$	649,743		$	-
Beneficial conversion feature	$	-		$	124,099		$	-		$	181,099
Warrant granted in conjunction with convertible notes recognized as debt discount	$	-		$	93,401		$	-		$	138,401

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

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GLOBAL FIBER TECHNOLOGIES, INC.

(FORMERLY ECO TEK 360, INC.)

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~March 31,~~SEPTEMBER 30, 2020

NOTE 1 – DESCRIPTION OF BUSINESS AND GOING CONCERN

Global Fiber Technologies, Inc. (“the Company”) was incorporated in Nevada on March 25, 2005. As of September 30, 2019 and December 31, 2018, the Company had 400,000,000 shares of authorized common stock.

During the second quarter, 2014 the Company formed Leading Edge Fashions, LLC of which it controls 51%. Effective December 31, 2014, the Company’s Board of Directors determined it was in the best interest of the Company to discontinue the operations of Leading-Edge Fashions, LLC.

The Company created a new limited liability company, Pure361, LLC (“Pure361”) in May 2015 for the purpose of operating the portion of the Company’s business that is involved with the collection, rejuvenation and manufacturing of garments and other accessories for the uniform marketplace that serves the hospitality, food service, medical, manufacturing, education, military, transportation and other commercial uniform industries. The Company owns 51% of Pure361. Pure361 entered into a license agreement with Pure System International Ltd. (“Pure”), the minority owner of Pure 361, related to potential future operations in which Pure361 was granted the exclusive license to use certain licensed intellectual property related to the manufacturing of uniforms from recyclable waste. Pure361 has had no operations to date, nor did it have assets or liabilities as of September 30, 2019, and December 31, 2018, respectively.

The Company created a new wholly owned subsidiary, Progressive Fashions Inc. (“PFI”) in February 2016 for the purpose of designing, producing and marketing the EMME® Activewear Collection. On June 5, 2017, the Company and True Beauty, LLC (the company that controls the EMME® trademark) terminated the license agreement. PFI has had no operations to date, nor did it have assets or liabilities as of September 30, 2019, and December 31, 2018, respectively.

The Company created a new subsidiary, ECO CHAIN 360, Inc. in November 2018 for the purpose of operating as an intermediary providing an expedited trading platform for buyers and sellers to efficiently consummate fiber transactions. The Company owns 51% of ECO CHAIN 360, Inc. ECO CHAIN 360, Inc. has had no operations to date nor did it have assets or liabilities as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

On June 18, 2019, the Company completed its acquisition of assets from AH Originals, Inc. (“AHO”), a corporation controlled by the same owner group of Global Fiber Technologies, Inc., for the consideration of 6,400,000 shares of common stock of the Company to be issued and the issuance of a promissory note of $447,150 that bears 3% interest per annum and have a ~~one-year~~one year term with eight options to extend the maturity date for three-month periods. In addition, the Company issued to AHO 200,000 common shares of Authentic Heroes, Inc. (“AHI”), a subsidiary created by the Company, to hold the purchased assets. AHI has commenced minimal operations as of September 30, ~~2019.~~2020.

Basis of Presentation: Unaudited Interim Financial Information

The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period.

Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading.

~~Table of Contents~~

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on April 23, ~~2021,~~2020 for the years ended December 31, 2019 and 2018.

Going Concern

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company has an accumulated deficit of ~~$32,850,570~~$33,014,969 and ~~$32,265,424~~$32,685,424 as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively, which include net losses of ~~$165,148~~$329,546 and ~~$406,019~~$686,971 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and 2019, respectively. In addition, as of ~~March 31,~~September 30, 2020, and December 31, 2019, the Company had a working capital deficit of ~~$2,902,909~~$2,218,799 and $3,198,600 respectively, with limited cash resources available. Consequently, the aforementioned items 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 plans to continue to raise additional debt and equity until the Company has positive cash flows from an operating company.

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include all of 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 above 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 ~~March 31,~~September 30, 2020 and December 31, 2019. 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%.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all ~~highly liquid~~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 of cost (first-in, first-out method) or net realizable value.

On June 18, 2019, the Company acquired inventories from AH Originals, Inc. for an aggregate amount of $60,815.

March 31,
2020

December 31,
2019

Raw Material

$ 13,631

$ 13,631

Finished Goods

47,184

47,184

$ 60,815

$ 60,815

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~~Table of Contents~~

September 30,
2020

December 31,
2019

Raw Material

$ 13,631

$ 13,361

Finished Goods

47,184

47,184

$ 60,815

$ 60,815

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

March 31,

December 31,

September 30,

December 31,

2020

2019

2020

2019

Furniture and Equipment

$ 215,315

$ 218,315

$ 218,315

$ 218,315

Forklift

20,433

204,333

20,433

20,433

235,748

238,748

238,748

238,748

Less accumulated depreciation

(13,131 )

(25,711 )

(63,169 )

(25,711 )

$ 222,617

$ 213,037

$ 175,579

$ 213,037

8
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Depreciation expense amounted to ~~$12,486~~$37,458 and ~~$95~~$11,593 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and 2019, respectively.

On June 18, 2019, the Company acquired equipment from AH Originals, Inc. for an aggregate amount of $214,598.

The long-lived assets of the Company are reviewed for impairment in accordance with 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 a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be 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 ~~three~~nine months ended ~~March 31,~~September 30, 2020, and 2019, no impairment losses have been identified.

Intangible Assets

The Company accounts for intangible assets (including trademarks and website) in accordance with 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 that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of 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 estimating future cash flows, 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 materially differ from such estimates and could also affect the determination of fair value and/or 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, either 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.

On June 18, 2019, the Company acquired intangible assets from AH Originals, Inc. for an aggregate amount of $16,200, which includes website of $10,690 and patent of $5,510.

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 at ~~March 31,~~September 30, 2020 and December 31, ~~2019.~~2019

March 31,

December 31,

September 30,

December 31,

2020

2019

2020

2019

Patent

$ 9,223

$ 9,233

$ 12,406

$ 9,233

Websites

10,690

10,690

10,690

10,690

Royalties

50,000

50,000

50,000

50,000

Total Intangible Assets

73,096

69,923

Less accumulated amortization

(971 )

(639 )

(1,635 )

(639 )

$ 68,942

$ 69,284

$ 71,461

$ 69,284

Amortization expense amounted to ~~$307~~$996 and 0$639 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and 2019, respectively.
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Prepaid interest and deposits

Prepaid interest and deposits consist of prepaid consulting fees, OTC market annual fees and license agreement. Prepaid interest is amortized over the life of the related liability.

Revenue Recognition

The Company recognizes revenue from its contracts with customers in accordance with 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: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.

Accounts Receivable

Accounts receivable are recorded in accordance with ASC 310, ”Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.

Income Taxes

Income taxes are accounted for under the asset and liability method as stipulated by ASC 740 “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which 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 by the use of 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.

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The Company adopted certain 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.

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 ~~March 31, 2020,~~September 30, 2019 and December 31, ~~2019,~~2018, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. The Company’s tax returns are subject to examination by the federal and state tax authorities for the years ended ~~2011~~2006 through ~~2019.~~2018.
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Stock-based Compensation

We account for stock-based awards at fair value on the date of grant and recognize compensation over the service-period that they are expected to vest. We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model. The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration 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 time, of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment, and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. For the nine months ended ~~March 31,~~September 30, 2020 and 2019, the Company incurred ~~$700~~$ 700 and ~~$151,490~~$83,574 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 a conversion of the underlying debt occurs, 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 consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount.

Original Issue Discount

If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
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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. Estimates are used in the determination of depreciation, the valuation of non-cash issuances of common stock, stock options and warrants, valuing convertible notes for beneficial conversion features, among others.

Fair Value

FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be 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 can be corroborated by observable market data; and
Level 3—Significant unobservable inputs that cannot be corroborated by observable market data.

The carrying amounts of cash, accrued compensation, accounts payable and other liabilities, accrued interest payable, and short-term portion of notes payable approximate fair value because of the short-term nature of these items.

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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 market. The Company maintains cash balances at financial institutions that are insured by the FDIC. At ~~March 31,2020~~September 30, 2020 and December 31, 2019, the Company had no amounts in excess of the FDIC limit.

New Accounting Pronouncements

In July 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of the accounting for nonemployee share-based payment transactions and expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The main provisions of the update change the way nonemployee awards are measured in the financial statements. Under the simplified standards, nonemployee options will be valued once at the date of grant, as compared to at each reporting period end under ASC 505-50. At adoption, all awards without established measurement dates will be revalued one final time, and a cumulative effect adjustment to retained earnings will be recorded as the difference between the pre-adoption value and new value. Companies will be permitted to make elections to establish the expected term and either recognize forfeitures as they occur or apply a forfeiture rate. Compensation expense recognition using a graded vesting schedule will no longer be permitted. This pending content is the result of the FASB’s Simplification Initiative, to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. Because the Company does not currently have any outstanding awards to non-employees for which a measurement date has not been established the adoption of ASU 2018-07 does not have a material impact to the Company’s financial statements and related disclosures upon adoption. The adoption of this standard will change the way that the Company accounts for non-employee compensation in the future.

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In January 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842, which amends ASC Topic 842. Among other things, the new standard requires us to recognize a right of use asset and a lease liability on our balance sheet for leases. It also changes the presentation and timing of lease-related expenses. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the effect this guidance may have on its financial position, results of operations, comprehensive income, cash flows and disclosures.

In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842) intended to improve financial reporting around leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets - referred to as “lessees”- to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. For public companies, the standard is effective for fiscal years beginning after December 15, 2018 and interim periods therein. Earlier adoption is permitted for any annual or interim period for which financial statements have not yet been issued. The Company adopted this ASU beginning on January 1, 2019 and will utilize the modified retrospective transition approach, as prescribed within this ASU. The adoption of ASC 842, did not have a material effect on the Company’s financial statements.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net loss.

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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 shares of Class B Preferred 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 Common Stock of the Company. The Class B Preferred stockholders are entitled to receive non-cumulative dividends at the rate of 8% per annum, and are accrued daily. 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. 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 and all accrued but unpaid dividends.

Common Stock

As of ~~March 31,~~September 30, 2020 and December 31, 2019, the Company had ~~458,575,514~~1,253,239,584 and 26,446,236 shares of its $0.001 par value common stock issued and outstanding, respectively. In addition, as of ~~March 31,~~September 30, 2020 and December 31, 2019, the Company had 0147,819,000 and 6,688,666 shares of common stock issuable, respectively.

During the ~~three~~nine months ended ~~March 31,2020,~~September 30, 2020, the Company issued common shares as follows,

·
During the first quarter of 2020 the company convertible promissory notes Principal balance $596,863 and accrued interest of $37,336 was converted to equity and issued a total of 431,729,278 shares of common stock.

13
·
~~Table~~
During the 2^nd quarter of ~~Contents~~2020 the company’s convertible promissory notes Principal balance $173,500 and accrued interest of $16,142 was converted to equity and issued a total of 794,664,070 shares of common stock. As a result of this conversion a total of $649,742 derivative liabilities was settled.

During the ~~year~~nine months ended ~~December 31,~~September 30, 2019, the Company issued common shares as follows,

·
On January 8, 2019, the Company issued 70,588 common shares valued at $0.08 per share for a total of $5,647 to repay the outstanding amount of a convertible note of $17,688, resulting in a gain from debt extinguishment of $12,041.

·
On May 10, 2019, the Company issued 50,000 common shares valued at $0.25 for $12,500 to repay the loan from the President and Director of the Company.

·
In May 2019, the Company issued 190,000 common shares for cash proceeds of ~~$43,500.~~$43,500

·
~~On June 18, 2019, the~~The Company ~~issued~~will issue 6,400,000 common shares valued at $0.001 par value for total of $6,400 as partial consideration for the acquisition of assets from AH Original, Inc. (“AOH”), a common controlled corporation owned by the same owner group of the Company.

·
On July 1, 2019, the Company issued ~~400,000~~300,000 shares of common stock valued at ~~$80,000,~~$60,000, based on market price on the issuance dates, as partial consideration to a corporation for investor relations services.

·
On October 16, 2019, the Company issued 700,000 shares of common stock valued at $53,200, based on market price on the issuance dates, as partial consideration to a corporation for consulting services.

·
During ~~the year~~three months ended ~~December 31,~~September 30, 2019, the Company issued ~~6,072,221~~764,758 shares of common shares to convert the principal amount of ~~$152,887~~$53,352 and accrued interest of ~~$15,895~~$5,728 of convertible notes.
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Warrants Exercisable to Common Shares

The following assumptions were used to determine the fair value for the warrants granted using a Black-Scholes-Merton pricing model during the ~~three~~nine months ended ~~March 31, 2020~~September 30, 2020:


~~Three~~Nine Months
Ended
~~March 31, 2020~~

September 30,
2020

Fair value of common stock at measurement date
$
0.20-$0.49

Expected term at issuance

~~2years-5years~~2 years-5 years

Expected average volatility

324%-631
%
Expected dividend yield

-

Risk-free interest rate

2.33%-2.57
%
~~The below table summarizes the activity of warrants exercisable for common shares during the nine months ended March 31,2020 and the year ended December 31, 2019:~~

Number of

Weighted Average

Shares

Exercise Price

Balance as of December 31, 2017

-

$ -

Granted

112,238

0.35

Exercised

-

-

Forfeited

-

-

Balance as of December 31, 2018

112,238

$ 0.35

Granted

1,038,125

0.28

Exercised

-

-

Forfeited

-

-

Balance as of December 31, 2019

1,150,363

$ 0.30

Granted

-

-

Exercised

-

-

Forfeited

-

-

Balance March 31, 2020

1,150,363

0.30

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The following table summarizes information relating to outstanding and exercisable stock warrants as of ~~March 31,~~September 30, 2020:

Warrants Outstanding
Warrants Outstanding

Warrants Outstanding

Weighted

Weighted Average

Weighted

Warrants

Average
Remaining
Contractual

Weighted
Average
Exercise

Warrants
Exercisable
Number of

Remaining Contractual

Average
Exercise

Exercisable
Number of

Number of Shares
Number of Shares

life (in years)

Price

Shares

Number of Shares

life (in years)

Price

Shares

1,150,363

3.40

$ 0.30

1,150,363

700,363

3.40

$ 0.29

700,363

As of ~~March 31,~~September 30, 2020 and December 31, 2019, the intrinsic value warrants outstanding was $0 and $0$1,690 based on the closing market price of ~~$0.10~~$0.017 on ~~March 31,~~September 30, 2020 and $0.12 on December 31, 2019, respectively.

Stock Options

There were no stock options granted during the nine months period ending September 30, 2020. During the ~~year~~nine months ended ~~December 31,~~September 30, 2019, the Company granted 50,000 options to consultants with an exercise price of $0.50 vested immediately and the fair value of these options were calculated using the Black-Scholes-Merton model. The stock compensation expense related to these options was $37,061.
The following assumptions were used to determine the fair value for the options granted using a Black-Scholes-Merton pricing model during the nine months ended September 30, 2020:
For the Nine months ended September 30, 2020

Fair values

$ 0.25

Exercise price

$ 0.30

Expected term at issuance

3 years

Expected average volatility

93.62 %
Expected dividend yield

—

Risk-free interest rate

2.34 %
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A summary of the change in stock purchase options outstanding for the nine months ended September 30, 2020 and the year ended December 31, 2019 is as follows:

Average

Weighted

Weighted

Remaining

Average

Average

Contractual

Options

Exercise

Grant Date

Life

Outstanding

Price

Fair Value

(Years)

Balance - December 31, 2017

2,650,000

$ 0.33

$ 0.33

6.92

Options issued

-

-

-

-

Options expired

-

-

-

-

Options exercised

-

-

-

-

Balance - December 31, 2018

2,650,000

$ 0.33

$ 0.30

5.92

Options issued

50,000

$ 0.50

$ 0.30

2.73

Options expired (See note above)

-

-

-

-

Options exercised

-

-

-

-

Balance - September 30, 2019

2,700,000

$ 0.34

$ 0.30

5.37

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,~~On September 24, 2019, the Company made ~~$15,000~~$5,000 repayment. The note and accrued interest was ~~$1,588~~$165,605 and $157,855 as of September 30, 2019 and December 31, ~~2019.~~2018. The initial extension fee was amortized ratably over the extension period of 180 days. The note remains unpaid as of ~~March 31, 2020~~September 30, 2019 and is currently in default.

During the year ended December 31, 2016, the Company received two separate payments of $12,500, totaling $25,000, as secured notes. The notes are non-interest bearing and have no terms of repayment. The balance of the notes was $25,000 as of ~~March 31,2020~~September 30, 2020 and December 31, 2019.

On December 12, 2016, the Company issued an unsecured promissory note to an investor. The note bears interest at 5% and matured on June 30, 2017. As of December 31, 2016, payments from the investor are $2,200. On January 11, 2017, the investor loaned an additional $5,000 related to the promissory note. The balance of this note plus accrued interest totals ~~$8,269~~$8,179 and ~~$8,269~~$7,909 as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively. The notes are currently unpaid and in default.
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On March 14, 2017, the Company issued an unsecured promissory note to an investor in the amount of $5,000. The note bears interest at 4% and matures on March 14, 2018. The balance of this note plus interest totals ~~$5,519~~$5,469 and $5,319 as of ~~December 31, 2019~~September 30, 2020 and December 31, ~~2018,~~2019, respectively and is currently in default.
During the three months ended September 30, 2019 the Company received four separate payments of $12,500, totaling $50,000, as secured notes. The notes are non-interest bearing and have no terms of repayment. The balance of the notes was $50,000 as of September 30, 2019.

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. The balance of this note plus accrued interest totals were ~~$66,500~~$68,500 and $67,500 at ~~March 31,2020~~September 30, 2020 and December 31, ~~2019.~~2019, respectively.
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Promissory Notes Payable – related party

On June 18, 2019, the Company issued a promissory note at a principal amount of $447,150 as part of the consideration for the acquisition of assets from AH Originals, Inc., a corporation controlled by the same owner group of Global Fiber Technologies, Inc. The promissory note bears 3% interest per annum and have a ~~one-year~~one year term with eight options to extend the maturity date for three-month periods. The balance of this note, net of note discount of $211,123 plus accrued interest totals were ~~$281,835~~$175,936 at ~~March 31, 2020~~September 30, 2020.

Convertible Notes Payable

During the first quarter of 2020 a total of $709,362 convertible promissory notes plus accrued interest of $37,336 was converted into 731,729,278 shares common stock. AsDuring the 2nd quarter of ~~March 31,~~ 2020 ~~and December 31, 2019, the~~a total ~~balance~~ of $173,500 convertible promissory notes plus accrued interest of $16,142 was ~~$70,513 and $488,865 net of debt discount of $42,721 and $245,191, respectively.~~
~~Subscription Payable~~converted into 794,664,070 shares common stock.

As a result of ~~March 31, 2020,~~conversion of promissory notes, the fair value of the derivative liabilities written down by $649,742.
Self-Liquidating Escrow Notes
During the quarter the company entered into definitive agreement with several parties for total proceeds of $150,000. These notes are self-liquidating and ~~December 31, 2019,~~carries a 5% interest per annum and will entitle to received 150,000 shares of Authentic Heroes Inc. common stock and 75,000 2-year common stock purchase warrants @ $1.50. and a 1/2 % Royalty on Sale of all AH Products for a period of thirty (36) six months. 50% of 50% of all sales proceeds will be placed in escrow until the ~~subscription payable was $100,000 respectively.~~amount necessary to retire the Notes has been achieved.

NOTE 5 – RELATED PARTY TRANSACTIONS

During the ~~three~~six months period there were no significant related party transactions except for accrual of interest due on convertible notes $7,270 and $1,743 for office expenses.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

On June 18, 2019, the Company completed its acquisition of assets from AH Originals, In. and assumed lease for the facility where the equipment purchased is located. The lease will be expired on September 30, 2020.

The following is a schedule of minimum future rentals on leases as ~~March 31,~~of September 30, 2020:

Year Ending December 31:

2020

$ 11,865

Thereafter

35,595

Total minimum future rentals

$ 47,460

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NOTE 7 – 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:

March 31,

December 31,

September 30,

December 31,

2020

2019

2020

2019

Warrants

1,150,363

1,150,363

1,150,363

1,150,363

Options

2,700,000

2,700,000

2,700,000

2,700,000

Convertible notes payable, including accrued interest

154,496,946

154,496,946

4,253,000

19,749,863

158,347,309

158,347,309

8,103,363

23,600226

NOTE ~~8 –~~8– SUBSEQUENT EVENTS

~~Subsequent to March 31, 2020,~~The company has evaluated subsequent events for recognition and disclosure through August 23, 2021 which is the date ~~that these financials~~the financial statements were ~~made~~ available to be issued. No other matters were identified affecting the ~~Company had the following subsequent events:~~
~~The company issued 794,664,070 shares of common stock for settlement of convertible promissory notes.~~accompanying financial statements and related disclosures.

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our consolidated unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our company”, mean Global Fiber Technologies, Inc. a Nevada corporation, and our wholly-owned subsidiaries Trident Merchant Group, Inc. and Progressive Fashions Inc. and our majority-owned subsidiaries Leading Edge Fashion LLC, Pure361, LLC., Eco Chain 360, Inc. and Authentic Heroes, Inc., unless otherwise indicated.

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General Overview

Global Fiber Technologies, Inc. was incorporated in Nevada on March 25, 2005 under the name “Premier Publishing Group, Inc.”. Originally formed as a publishing company, our company ceased publishing operations in or around 2007.

After ceasing the publishing operations, our company’s operations consisted solely of utilizing the expertise of our Board Members and outside agents to further the efforts our advisory services business plan through a wholly-owned subsidiary known as Trident Merchant Group, Inc.

In addition, during the fourth quarter of 2013, our company became involved in the manufacturing and global distribution of ladies’ apparel. During the second quarter, 2014 our company formed Leading Edge Fashions, LLC of which it controlled 51% of the membership interest. Effective December 31, 2014 our Board of Directors determined it was in the best interest of our company to discontinue the operations of Leading Edge Fashions, LLC, and in 2014 our company stopped developing a footprint in the apparel business due to cash restraints and logistics and ceased agreements with all third-parties to distribute their products into SE Asia and China.

Trident has also ceased operations to concentrate on the opportunities related to rejuvenating fibers and re-purposing them into finished products.

17
Our company created a new limited liability company, Pure361, LLC (“Pure361”) in May 2015 for the purpose of operating the portion of our company’s business that is involved with the collection, rejuvenation and manufacturing of garments and other accessories for the uniform marketplace that serves the hospitality, food service, medical, manufacturing, education, military, transportation and other commercial uniform industries. Our company owns 51% of Pure361. Pure361 entered into a license agreement with Pure System International Ltd. (“Pure”), the minority owner of Pure 361, related to potential future operations in which Pure361 was granted the exclusive license to use certain licensed intellectual property related to the manufacturing of uniforms from recyclable waste. Pure361 has had no operations to date, nor did it have any assets or liabilities as of September 30, 2019 or December 31, 2018.
We created a new wholly owned subsidiary, Progressive Fashions Inc. (“PFI”) in February 2016 for the purpose of designing, producing and marketing the EMME® Activewear Collection. On June 5, 2017 our company and True Beauty, LLC (the company that controls the EMME® trademark) terminated the license agreement in order to focus resources on the Rejuvenated Uniform Segment. PFI has generated no revenue to date, nor did it have any assets or liabilities as of September 30, 2019 or December 31, 2018.
Table of Contents

On May 28, 2019, we entered into an asset purchase agreement (the “Purchase Agreement”) with AH Originals, Inc. (“AH”), pursuant to which we will acquire from AH certain assets including: equipment (which includes a Della’ Orco Sample Line, Electro Steam Boiler/Steamer and Schulz 5 HP Condenser), inventory, materials, intellectual property (including PCT/US2018/047918 - Authenticatable Articles, Fabric and Method of Manufacture, 16/311,095 - Authenticatable Articles, Fabric and Method of Manufacture, as well as the rights the trademarks, trade names, logos, etc. For “Authentic Heroes”, “Feel the Bond”, and “Event Worn Reborn”), along with all domain names of AH. The purchase will be paid through the issuance of 6,400,000 shares of our common stock and 200,000 shares of common stock of Authentic Heroes, Inc. (a subsidiary created by the Company to receive and operate the purchased assets), and the remaining $480,000 will be paid through a promissory note at 3% interest with a three-year term. Our company is not assuming any liabilities of AH other than the lease for the facility where the equipment is located.

The terms of the Purchase Agreement completed on June 18, 2019. The aggregate consideration was $447,150 payable via a promissory note at 3% interest with an amended loan term with an initial term of one-year and eight options for the noteholder to extend the maturity date for three-month periods, as opposed to the original three-year term. The balance of the purchase price was to be paid through the delivery to Seller of 6,400,000 shares of our common stock and 200,000 shares of common stock of Authentic Heroes, Inc. (a subsidiary created by our company to receive and operate the purchased assets). Our company did not assume any liabilities of AH other than the lease for the facility where the equipment purchased is located.

On July 17, 2019 Authentic Heroes Inc., our majority owned subsidiary entered into a “merchandise license agreement” with IMG/Football Greats Alliance whereby Authentic Heroes will make authenticated replicas of “game worn” jerseys utilizing its trade secrets and patent pending processes. Terms of the deal were deemed and implied confidential by the contract.

Our address is 50 Division Street, Suite 501, Somerville, New Jersey 08876. Our corporate website is http://ecotek360.com/.

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

19
~~Table of Contents~~
Our Current Business

We are currently in the development stage. Our business plan is to operate a fiber rejuvenation technology company. It plans on offering branded fabrics, apparel and uniforms to the corporate, hotel, hospital and military markets. We will achieve this by utilizing a patented and proprietary process for rejuvenating textile waste into high quality fabrics and apparel.

18
~~The Rejuvenated Uniform Segment~~
In April 2015, we entered into a joint venture and license agreement with Pure Systems International, Ltd. to produce and market garments and other accessories for the commercial uniform marketplace and other market verticals by utilizing Pure Systems International, Ltd.’s patented processes to up-cycle pre-consumer textile waste into reusable fiber of equal or better quality than the original fabric. (the “Rejuvenated Fiber”).
In May of 2015, we created a new limited liability company, Pure361, LLC (“Pure361”) of which our company owns 51% and Pure Systems International, Ltd. owns 49%. Pure361 has the exclusive licensee to use Pure System International Ltd.’s patented Rejuvenated Fiber in conjunction with the commercial uniform marketplace and other market verticals.
~~Ms. Joy Nunn, our company’s former CTO and Board member resigned as of February 14, 2017, but our company still maintains a license with Pure System International, Ltd.~~
To further strengthen its capabilities in the Rejuvenated Uniform segment our company has identified alternative technologies to those under license from Pure Systems. The company will be developing customers using this alternative technology by working with equipment vendors and toll manufacturers to produce sales samples.
~~The Rejuvenated Cardboard Segment~~
In conjunction with its focus on rejuvenated technologies, we are exploring the possibility of also manufacturing a rejuvenated cardboard product and is in the early stages of exploring this potential opportunity.
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Results of Operations

The following table provides selected financial data about our company for the ~~three months~~nine-month period ended ~~March~~September 30, 2020 and the year ended December 31, 2019.

March 31,

December 31,

2020

2019
Change
%

Cash and cash equivalents

$ 5,130

$ 4,794

$ 336

7.01 %
Prepaid interest and deposits

$ 65,625

$ 96,214

$ (30,589 )

-31.79 %
Inventories

$ 60,815

$ 60815

$ -

0.00 %
Property and equipment

$ 210,707

$ 213,037

$ (2,330 )

-1.09 %
Intangible assets

$ 58,796

$ 69284

$ (10,488 )

-15.14 %
Total Assets

$ 432,455

$ 69,284

$ 363,171

524.18 %
Total Liabilities

$ 3,034,479

$ 3,360,423

$ (325,944 )

-9.70 %
Stockholders’ Deficit

$ (2,602,024 )

$ (2,869,307 )

$ 267,283

-9.32 %
20
~~Table of Contents~~

September 30,

December 31,

2020

2019

Change

%

Cash and cash equivalents

$ 119,023.00

$ 4,794

$ 114,229

2382.54 %
Prepaid interest and deposits

$ 19,458.00

$ 96,214

$ (76,756 )

-79.78 %
Inventories

$ 60,815

$ 60,815

$ 0

0.00 %
Property and equipment

$ 222,618

$ 213,037

$ 9,581

4.50 %
Intangible assets

$ 19,616

$ 69,284

$ (49,668 )

-71.69 %
Total Assets

$ 446,336

$ 491,116

$ 397,220

808.74 %
Total Liabilities

$ 2,418,095

$ 3,360,423

$ (942,328 )

-28.04 %
Stockholders’ Deficit

$ (1,971,759 )

$ (2,869,307 )

$ 897,548

-31.28 %

The following summary of our results of operations, for the three and nine months ended September 30, ~~2019,~~2020, should be read in conjunction with our financial statements, as included in this Form 10-Q.

19
Table of Contents
Three months ending ~~March 31, 2020,~~September 30, 2019 compared to three months ending ~~March 31, 2019~~September 30, 2018:

Three Months Ended

Three Months Ended

March 31,

September 30,

2020

2019

Change

%

2020

2019

Change

%

Revenue

$ 1,916

$

$
1,916

100 %

$ 380

$ 1,784

$ (1,404 )

-78.70 %
Cost of Revenues

3,005

3,005

100 %
Cost of Revenue

(2,874 )

(2,874 )

-100 %
Operating Expenses

Depreciation and Amortization

28,407

-

28,407

100 %
General and administrative expenses

97,720

97,720

100 %

(57,805 )

(142,052 )

84,247

-59.31 %
Depreciation and amortization

(28,611 )

-

(28,611 )

-100.00 %
Stock based compensation

700

83,574

(82,874 )

-11839 %

-

(60,000 )

60,000

100
%
Gain from extinguishment of debt

(12,041 )

12,041

-100 %

-

-

Other expense

35,148

176,012

(140,864 )

-401 %

-

(325,638 )

325,638

100
%
Net loss

$ (163,064 )

(247,545 )

$ (80,649 )

49.46 %

$ (88,910 )

$ (525,906 )

$ 436,996

-83.09 %
Nine months ending September 30, 2020, compared to nine months ending September 30, 2019:

Nine Months Ended

September 30,

2020

2019

Change

%

Revenue

$ 6,407

$ 1,784

$ 4,623

259.14 %
Cost of Revenues

(6,734 )

(6,734 )

-100.00 %
Operating Expenses

General and administrative expenses

(207,288 )

(369,171 )

161,883

-43.85 %
Depreciation and Amortization

(85,425 )

(85,425 )

100.00 %
Stock based compensation

(700 )

(143,574 )

142,874

-99.51 %
Gain from extinguishment of debt

-

12,041

(12,041 )

-100.00 %
Other expense

(35,806 )

(713,947 )

678,141

-94.98 %
Net loss

$ (329,546 )

$ (1,212,867 )

$ 883,321

-72.83 %

Liquidity and Capital Resources

The following table provides selected financial data about our company as of ~~March 31,2020~~September 30, 2020 and December 31, 2019, respectively.

20
Table of Contents
Working Capital

Three Months Ended

March 31,

September 30,

December 31,

2020

2019

Change

%

2020

2019

Change

%

Current Assets

$ 131,570

$ 161824

$ (30,254 )

-23 %

$ 199,296

$ 161,824

$ 37,472

23.16 %
Current Liabilities

$ 3,034,479

3,360,423

(325,944 )

-11 %

$ 2,418,095

$ 3,360,423

$ (942,328 )

-28.04 %

$ (2,902,909 )

(3,198,599 )

$ 295,690

(0.10 )
Working Capital (deficit)

$ (2,218,799 )

$ (3,198,600 )

$ 979,801

-30.63 %

Our working capital deficit decreased as of ~~March 31,2020,~~September 30, 2020, as compared to December 31, 2019 due ~~mainly~~ to the decrease ~~increase~~ in our total current liabilities attributed to the conversion of convertible promissory notes.

Cash Flows

Three Months Ended

Nine Months Ended

March 31,

September 30,

2020

2019

Change

%

2020

2019

Change

Cash Flows used in Operating Activities

$ 69,153

$ 46,545

$ (77,392 )

-112 %

$ (93,598 )

$ (514,417 )

$ 611,188

Cash Flows used in Investing Activities

$ 0

0

-

$ (3,173 )

$ (2,223 )

$ 2,223

Cash Flows provided by Financing Activities

$ 69,488

118,927

(49,439 )

-71 %

$ 119,024

$ 557,557

$ (676,580 )
Net Change in Cash During Period

$ 335

(27,618 )

27,953

8344%

$ 114,230

$ 20,917

$ (135,146 )
Cash Flow from Operating Activities
During the nine months ended September 30, 2020, net cash used in operating activities was $93,598 compared to $514,417 during the nine months ended September 30, 2019.
The net cash used in operating activities for the nine months ended September 30, 2020, was attributed to a net loss of $329,546, offset by Depreciation and amortization $84,430, increase in prepaid interest and deposits and increase in accounts payable and accrued expenses $45,388.
The net cash used in operating activities for the nine months ended September 30, 2019 was attributed to a net loss of $1,212,877, increased by gain from extinguishment of debt of $12,041, expense paid for subsidiary of $16,336, an increase in prepaid interest and deposits of $112,087 and a decrease in accounts payable and accrued expenses of $56,396, offset by depreciation of $11,593, amortization of $307, expenses paid for directly by related party of $25,897, amortization of debt discount of $660,128, stock based compensation expense of $143,574 and an increase in accrued interest of $53,821.
Cash Flow from Investing Activities
The Company acquired additional intangible assets $3,173 during the nine months ended September 30, 2020.
During the nine months ended September 30, 2019, net cash used in investing activities was $22,223 from the acquisition of property, plant and equipment of $18,500 and acquisition of intangible assets of $3,723.
Cash Flow from Financing Activities
During the nine months ended September 30, 2020, net cash provided by financing activities was $211,000 compared to $557,557 during the nine months ended September 30, 2019.

21
Table of Contents

~~Cash Flow from Operating Activities~~
~~During the three months ended March 31, 2020, net cash used in operating activities was $69,153 compared to $46,545 during the three months ended March 31, 2019~~
The net cash used in operating activities of $69,153 for the three months ended March 31, 2020 was attributed to a net loss of $165,148 offset by depreciation and amortization $28,407, decrease in prepaid interest and increase 30,589 in accounts payable and accrued expenses of $31,473.
The net cash provided by operating activities of 146,545 for the three months ended March 30, 2019 The net cash used in operating activities for the three months ended March 31, 2019 was attributed to a net loss of $406,019, increased by gain on extinguishment of debt of $12,041 and an increase from prepaid interest and deposits of $9,789, offset by depreciation of $95, expenses paid for directly by related party of $10,121, amortization of debt discount on convertible notes of $163,095, stock based compensation of $83,574, an increase in accounts payable and accrued expenses of $11,501 and an increase in accrued interest of $12,918.
~~Cash Flow from Investing Activities~~
~~The Company did not use any funds for investing activities during the three months ended March 31, 2020 and March 31, 2019.~~
~~Cash Flow from Financing Activities~~
~~During the three months ended March 31, 2020, net cash provided by financing activities was $69,488 compared to $118,927 during the three months ended March 31,2019.~~
Net cash from financing activities was $211,000 for the ~~three~~nine months ~~period March 31,~~ended September 30, 2020, ~~attributed to~~include proceeds from issuance of convertible promissory ~~notes.~~note of $61,000, and proceeds from self-liquidating escrow notes of $150,000.

Net cash from financing activities was ~~$118,927~~$557,557 for the ~~three~~nine months ended ~~March 31, 2019~~September 30, 2020 attributed to proceeds from issuance of convertible promissory notes of ~~$217,500 and~~$633,000, proceeds from issuance of common stock of $43,500, proceeds from subscription payable of $80,000, proceeds from unsecured loans of $50,000, offset by repayment on a convertible note of $135,000, ~~and~~ repayment of related party advances of ~~$43,573.~~$108,943 and repayment of unsecured loans of $5,000.

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 is material to stockholders.

The report of our auditors on our audited financial statements for the fiscal year ended December 31, 2018, contains a going concern qualification as we have suffered losses since our inception. We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
22
~~Table of Contents~~

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 not generated any revenues from operations to fully implement our business plan. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and competition from larger organizations. We will require equity and/or debt financing to provide for the capital required to implement our plans. We will require additional funds to operate for the next year.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
22
Table of Contents

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

23
Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

One matter is entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent. ECTX 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 ECTX does not operate out of the premises in question and therefore did not appear in the matter to oppose the judgment of eviction. The plaintiff is also seeking unpaid rent in the amount of $26,595.

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

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

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities

~~None~~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. On September 24, 2019, the Company made $5,000 repayment. The note and accrued interest was $165,605 and $157,855 as of September 30, 2019 and December 31, 2018. The initial extension fee was amortized ratably over the extension period of 180 days. The note remains unpaid as of September 30, 2019, and is currently in default.

During the year ended December 31, 2016, the Company received two separate payments of $12,500, totaling $25,000, as secured notes. The notes are non-interest bearing, and have no terms of repayment. The balance of the notes was $25,000 as of September 30, 2019 and December 31, 2018.
On December 12, 2016, the Company issued an unsecured promissory note to an investor. The note bears interest at 5% and matured on June 30, 2017. As of December 31, 2016, payments from the investor are $2,200. On January 11, 2017, the investor loaned an additional $5,000 related to the promissory note. The balance of this note plus accrued interest totals $8,179 and $7,909 as of September 30, 2019 and December 31, 2018, respectively. The notes are currently unpaid and in default.
On March 14, 2017, the Company issued an unsecured promissory note to an investor in the amount of $5,000. The note bears interest at 4% and matures on March 14, 2018. The balance of this note plus interest totals $5,469 and $5,319 as of September 30, 2019 and December 31, 2018, respectively and is currently in default.
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. The balance of this note plus accrued interest totals were $66,500 and $63,500 at September 30, 2019 and December 31, 2018, respectively.
Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

24
Table of Contents

Item 6. Exhibits

Exhibit Number
Description
Incorporated by Reference

Form

Exhibit

Filing Date
(3)

(i) Articles of Incorporation (ii) Bylaws

3.1

Articles of Incorporation, as filed with the Nevada Secretary of State

SB-2

3.1

November 29, 2005
3.2

Certificate of Designations, Rights and Preferences of the Class C Preferred Stock

8-K

10.5

August 10, 2010
3.3

Certificate of Amendment filed by Global Fashion Technologies, Inc. with the Secretary of the State of Nevada on August 6, 2014

8-K

5.1

August 7, 2014
3.4

Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, as filed with the Secretary of the State of Nevada on August 6, 2014

8-K

5.2

August 7, 2014
3.5

Certificate of Amendment filed with the Secretary of the State of Nevada on January 10, 2017

8-K

5.1

January 23, 2017
3.6

Certificate of Amendment filed with the Secretary of the State of Nevada on April 18, 2019.

8-K

5.1

May 7, 2019
3.7

By-Laws adopted February 14, 2017

8-K

February 22, 2017
(10)

Material Contracts

10.1

May 28, 2019 Asset Purchase Agreement between the Company and AH Originals, Inc.

8-K

10.1

May 29, 2019
(14)

Code of Ethics

14.1

Code of Ethics

10-KSB

14.1

April 14, 2008
(21)

Subsidiaries of Registrant

21.1

Trident Merchant Group, Inc., a Nevada corporation (wholly owned)

21.2

Progressive Fashions Inc., a Nevada corporation (wholly owned)

21.3

Leading Edge Fashion, LLC (majority owned)

21.4

Pure361, LLC (majority owned)

21.5

Global Fiber Technologies, Inc. (majority owned)

(31)
Rule 13a-14 (d)/15d-14d) Certifications

31.1*
Section 302 Certification by the Principal Executive Officer

31.2*

Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer

(32)
Section 1350 Certifications

32.1**
Section 906 Certification by the Principal Executive Officer

32.2**

Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer

101**
Interactive Data File

101.INS
XBRL Instance Document

101.SCH
XBRL Taxonomy Extension Schema Document

101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF
XBRL Taxonomy Extension Definition Linkbase Document

101.LAB
XBRL Taxonomy Extension Label Linkbase Document

101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
___________
* Filed herewith.
** Furnished herewith

25
Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GLOBAL FIBER TECHNOLOGIES, INC.

(Registrant)

Dated: September ~~17,~~24, 2021

/s/ Christopher Giordano

Christopher Giordano

President

(Principal Executive Officer)

Dated: September ~~17,~~24, 2021

/s/ Paul Serbiak

Paul Serbiak

Chief Executive Officer

(Principal Financial Officer and Principal Accounting Officer)

26

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1817
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2322
Item 4.	Controls and Procedures	2322

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
SIGNATURE			26

	March 31, 2020		December 31, 2019
Raw Material	$	13,631	$	13,631
Finished Goods		47,184		47,184
	$	60,815	$	60,815

Equipment	5 Years
Furniture and Fixtures	7 Years
Forklift	3 Years

	March 31,			December 31,			September 30,			December 31,
	2020			2019			2020			2019
Furniture and Equipment	$	215,315		$	218,315		$	218,315		$	218,315
Forklift		20,433			204,333			20,433			20,433
		235,748			238,748			238,748			238,748
Less accumulated depreciation		(13,131	)		(25,711	)		(63,169	)		(25,711	)
	$	222,617		$	213,037		$	175,579		$	213,037

	·	On January 8, 2019, the Company issued 70,588 common shares valued at $0.08 per share for a total of $5,647 to repay the outstanding amount of a convertible note of $17,688, resulting in a gain from debt extinguishment of $12,041.


·	On May 10, 2019, the Company issued 50,000 common shares valued at $0.25 for $12,500 to repay the loan from the President and Director of the Company.


·	In May 2019, the Company issued 190,000 common shares for cash proceeds of ~~$43,500.~~$43,500


·	~~On June 18, 2019, the~~The Company ~~issued~~will issue 6,400,000 common shares valued at $0.001 par value for total of $6,400 as partial consideration for the acquisition of assets from AH Original, Inc. (“AOH”), a common controlled corporation owned by the same owner group of the Company.

	·	On July 1, 2019, the Company issued ~~400,000~~300,000 shares of common stock valued at ~~$80,000,~~$60,000, based on market price on the issuance dates, as partial consideration to a corporation for investor relations services.

·	On October 16, 2019, the Company issued 700,000 shares of common stock valued at $53,200, based on market price on the issuance dates, as partial consideration to a corporation for consulting services.

·	During ~~the year~~three months ended ~~December 31,~~September 30, 2019, the Company issued ~~6,072,221~~764,758 shares of common shares to convert the principal amount of ~~$152,887~~$53,352 and accrued interest of ~~$15,895~~$5,728 of convertible notes.

	~~Three~~Nine Months Ended ~~March 31, 2020~~
	September 30, 2020
Fair value of common stock at measurement date	$	0.20-$0.49
Expected term at issuance	~~2years-5years~~2 years-5 years
Expected average volatility	324%-631		%
Expected dividend yield		-
Risk-free interest rate	2.33%-2.57		%

	Number of		Weighted Average
	Shares		Exercise Price
Balance as of December 31, 2017		-	$	-
Granted		112,238		0.35
Exercised		-		-
Forfeited		-		-
Balance as of December 31, 2018		112,238	$	0.35
Granted		1,038,125		0.28
Exercised		-		-
Forfeited		-		-
Balance as of December 31, 2019		1,150,363	$	0.30
Granted		-		-
Exercised		-		-
Forfeited		-		-
Balance March 31, 2020		1,150,363		0.30

For the Nine months ended September 30, 2020
Fair values	$	0.25
Exercise price	$	0.30
Expected term at issuance	3 years
Expected average volatility		93.62	%
Expected dividend yield		—
Risk-free interest rate		2.34	%

							Average
			Weighted		Weighted		Remaining
			Average		Average		Contractual
	Options		Exercise		Grant Date		Life
	Outstanding		Price		Fair Value		(Years)
Balance - December 31, 2017		2,650,000	$	0.33	$	0.33		6.92
Options issued		-		-		-		-
Options expired		-		-		-		-
Options exercised		-		-		-		-
Balance - December 31, 2018		2,650,000	$	0.33	$	0.30		5.92
Options issued		50,000	$	0.50	$	0.30		2.73
Options expired (See note above)		-		-		-		-
Options exercised		-		-		-		-
Balance - September 30, 2019		2,700,000	$	0.34	$	0.30		5.37

Year Ending December 31:
2020	$	11,865
Thereafter		35,595
Total minimum future rentals	$	47,460

Exhibit Number	Description	Incorporated by Reference
		Form	Exhibit	Filing Date
(3)	(i) Articles of Incorporation (ii) Bylaws
3.1	Articles of Incorporation, as filed with the Nevada Secretary of State	SB-2	3.1	November 29, 2005
3.2	Certificate of Designations, Rights and Preferences of the Class C Preferred Stock	8-K	10.5	August 10, 2010
3.3	Certificate of Amendment filed by Global Fashion Technologies, Inc. with the Secretary of the State of Nevada on August 6, 2014	8-K	5.1	August 7, 2014
3.4	Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, as filed with the Secretary of the State of Nevada on August 6, 2014	8-K	5.2	August 7, 2014
3.5	Certificate of Amendment filed with the Secretary of the State of Nevada on January 10, 2017	8-K	5.1	January 23, 2017
3.6	Certificate of Amendment filed with the Secretary of the State of Nevada on April 18, 2019.	8-K	5.1	May 7, 2019
3.7	By-Laws adopted February 14, 2017	8-K		February 22, 2017
(10)	Material Contracts
10.1	May 28, 2019 Asset Purchase Agreement between the Company and AH Originals, Inc.	8-K	10.1	May 29, 2019
(14)	Code of Ethics
14.1	Code of Ethics	10-KSB	14.1	April 14, 2008
(21)	Subsidiaries of Registrant
21.1	Trident Merchant Group, Inc., a Nevada corporation (wholly owned)
21.2	Progressive Fashions Inc., a Nevada corporation (wholly owned)
21.3	Leading Edge Fashion, LLC (majority owned)
21.4	Pure361, LLC (majority owned)
21.5	Global Fiber Technologies, Inc. (majority owned)
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification by the Principal Executive Officer
31.2*	Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1**	Section 906 Certification by the Principal Executive Officer
32.2**	Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101**	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

		GLOBAL FIBER TECHNOLOGIES, INC.
		(Registrant)

Dated: September ~~17,~~24, 2021		/s/ Christopher Giordano
		Christopher Giordano
		President
		(Principal Executive Officer)

Dated: September ~~17,~~24, 2021		/s/ Paul Serbiak
		Paul Serbiak
		Chief Executive Officer
		(Principal Financial Officer and Principal Accounting Officer)