Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Feb. 28, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | GLOBAL FIBER TECHNOLOGIES, INC. | |
Entity Central Index Key | 0001338929 | |
Document Type | 10-K | |
Amendment Flag | false | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --12-31 | |
Entity Well Known Seasoned Issuer | No | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | No | |
Document Period End Date | Dec. 31, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 1,454,435,322 | |
Entity Public Float | $ 2,889,321 | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity File Number | 000-52047 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 11-3746201 | |
Entity Address State Or Province | NJ | |
City Area Code | 732 | |
Local Phone Number | 695-4389 | |
Entity Address Postal Zip Code | 08873 | |
Entity Address Address Line 1 | 50 Division Street | |
Entity Address City Or Town | Somerset | |
Entity Interactive Data Current | No | |
Auditor Firm Id | 6285 | |
Auditor Name | Boyle CPA, LLC | |
Auditor Location | Red Bank, NJ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 0 | $ 8,548 |
Prepaid interest and deposits | 0 | 0 |
Inventories | 0 | 60,815 |
Total Current Assets | 69,363 | |
Property and equipment, net | 112,416 | 163,093 |
Intangible assets | 61,466 | 129,462 |
TOTAL ASSETS | 173,882 | 361,918 |
Current Liabilities | ||
Bank Overdraft | 2,455 | |
Accounts payable and accrued liabilities | 274,851 | 299,732 |
Accrued compensation | 501,250 | 501,250 |
Unsecured notes and accrued interest payable | 250,464 | 232,808 |
Convertible notes and accrued interest - net of debt discount of $0 and $52,720, respectively | 429,416 | 349,222 |
Convertible notes and accrued interest - related party | 78,568 | 71,534 |
Promissory note and accrued interest - related party | 376,014 | 362,440 |
Derivative liabilities | 1,058,528 | 620,149 |
Advances from related parties | 280,416 | 114,655 |
Related party loans and accrued interest | 259,529 | 253,927 |
Self-Liquidating Promissory Notes | 157,500 | 150,000 |
Subscription payable | 100,000 | 100,000 |
Current liabilities from discontinued operations | 84,281 | 84,281 |
Total Current Liabilities | 3,853,272 | 3,139,998 |
Stockholders' Deficit | ||
Preferred stock, Class B, $0.001 par value, 1,000,000 shares authorized, 200,000 shares issued and outstanding | 200 | 200 |
Common stock $0.001 par value, 2,500,000,000 shares authorized, 1,450,210,322 and 1,253,239,584 shares issued and outstanding, 147,819,000 and 147,819,000 issuable as of December 31, 2021 and 2020, respectively | 1,450,210 | 1,253,239 |
Additional paid-in capital | 30,092,730 | 29,789,774 |
Accumulated deficit | (35,222,530) | (33,821,293) |
Stockholders' deficit | (3,679,390) | (2,778,080) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 173,882 | $ 361,918 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheets | ||
Convertible notes and accrued interest - net of debt discount | $ 0 | $ 52,720 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 200,000 | 200,000 |
Preferred stock, shares outstanding | 200,000 | 200,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 1,450,210,322 | 1,253,239,584 |
Common stock, shares outstanding | 1,450,210,322 | 1,253,239,584 |
Common stock issuable | 147,819,000 | 147,819,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Operations | ||
REVENUE | $ 5,854 | $ 3,994 |
COST OF REVENUES | 63,814 | 26,858 |
GROSS PROFIT (LOSS) | (57,960) | (22,864) |
OPERATING EXPENSES | ||
General and administrative | 154,737 | 223,876 |
Depreciation and Amortization | 118,673 | 114,910 |
Consulting fees share expense | 10,000 | 4,550 |
Total Operating Expenses | 283,410 | 343,336 |
LOSS FROM OPERATIONS | (341,370) | (366,200) |
OTHER EXPENSE | ||
Loss on change in fair value of derivative liabilities | 841,322 | 588,839 |
Interest expense and financing costs | 195,687 | 90,546 |
Interest expense - related parties | 22,858 | 90,283 |
Total other expense | 1,059,867 | 769,668 |
NET LOSS | $ (1,401,237) | $ (1,135,868) |
Net loss per share | $ (0.0011) | $ (0.0020) |
Weighted average common shares outstanding | 1,300,075,808 | 561,901,598 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholder's Deficit - USD ($) | Total | Class B Preferred Stock | Common Stock [Member] | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2019 | 200,000 | 35,027,402 | |||
Balance, amount at Dec. 31, 2019 | $ (2,869,306) | $ 200 | $ 35,028 | $ 29,780,891 | $ (32,685,425) |
Conversion of notes payable, shares | 1,217,812,182 | ||||
Conversion of notes payable, amount | 1,222,544 | $ 1,217,811 | 4,733 | ||
Isssuance of common for services, shares | 700,000 | ||||
Isssuance of common for services, amount | 4,550 | $ 700 | 3,850 | ||
Cancellation of shares, shares | (300,000) | ||||
Cancellation of shares, amount | 0 | $ 300 | 300 | ||
Net Loss | (1,135,868) | (1,135,868) | |||
Balance, shares at Dec. 31, 2020 | 200,000 | 1,253,239,584 | |||
Balance, amount at Dec. 31, 2020 | (2,778,080) | $ 200 | $ 1,253,239 | 29,789,774 | (33,821,293) |
Conversion of notes payable, shares | 195,970,738 | ||||
Conversion of notes payable, amount | 489,927 | $ 195,971 | 293,956 | ||
Isssuance of common for services, shares | 1,000,000 | ||||
Isssuance of common for services, amount | 10,000 | $ 1,000 | 9,000 | ||
Net Loss | (1,401,237) | (1,401,237) | |||
Balance, shares at Dec. 31, 2021 | 200,000 | 1,450,210,322 | |||
Balance, amount at Dec. 31, 2021 | $ (3,679,390) | $ 200 | $ 1,450,210 | $ 30,092,730 | $ (35,222,530) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,401,237) | $ (1,135,868) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Loss (Gain) on change in fair value of derivative liabilities | 186,508 | 588,839 |
Extinguishment of derivative liabilities due to conversion | 251,871 | 125,845 |
Depreciation - Property and equipment | 50,677 | 49,944 |
Depreciation - Operating lease right-of-use assets | 0 | 63,638 |
Amortization - Intangible assets | 67,996 | 1,778 |
Stock issued for services | $ 9,000 | 4,550 |
Stock issues for conversion of notes payables | 571,121 | |
Amortization of debt discount | 70,374 | |
Changes in operating assets and liabilities: | ||
Bank Indebtedness | $ 2,455 | |
Expense paid for subsidiary | 0 | (9,903) |
Inventory | 60,815 | |
Prepaid interest and deposits | 0 | 96,214 |
Accounts payable and accrued expenses | (24,881) | 83,489 |
Accrued interest | 51,366 | 48,998 |
Net cash used in operating activities | (174,309) | (12,102) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of license for right to use | 0 | (75,000) |
Acquisition of intangible assets | 0 | 3,173 |
Net cash used in investing activities | 0 | (78,173) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advances from related parties | 165,761 | |
Proceeds from Self liquidating Promissory Notes | 0 | 150,000 |
Repayment of promissory note- related party | (9,000) | |
Payment of operating lease liabilities | 0 | (46,971) |
Net cash provided by financing activities | 165,761 | 94,029 |
Net change in cash and cash equivalents | (8,548) | 3,754 |
Cash and cash equivalents - beginning of period | 8,548 | 4,794 |
Cash and cash equivalents - end of period | 0 | 8,548 |
Non-Cash Investing and Financing Activity: | ||
Debt discount from Derviative libilities | $ 0 | $ 369,664 |
Shares issued for convetible notes settlement | 490,927 | 1,222,544 |
DESCRIPTION OF BUSINESS AND GOI
DESCRIPTION OF BUSINESS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF BUSINESS AND GOING CONCERN | |
DESCRIPTION OF BUSINESS AND GOING CONCERN | NOTE 1 – DESCRIPTION OF BUSINESS AND GOING CONCERN Global Fiber Technologies, Inc. (“the Company”) was incorporated in Nevada on March 25, 2005. As of December 31, 2021, and December 31, 2020, the Company had 2,500,000,000 shares of authorized common stock. 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 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 December 31, 2019. 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 $35,222,530 and $33,821,293 as of December 31, 2021, and December 31, 2020, respectively, which include net losses of $1,401,237 and $1,135,868 for the years ended December 31, 2021, and 2020, respectively. In addition, as of December 31, 2021, and December 31, 2020, the Company had a working capital deficit of $3,853,272 and $3,070,635 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. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end. Principles of Consolidation The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries, Trident Merchant Group, Inc. and Progressive Fashions Inc., and its majority owned subsidiaries, Leading Edge Fashion, LLC, Pure361, LLC and Fiber Chain, 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 Fiber Chain, Inc., had no operations, assets or liabilities as of December 31, 2021, and 2020. 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%. 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. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Inventories Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. On December 31, 2021, the Company had no acquired inventories. December 31, 2021 December 31, 2020 Raw Material $ - $ 13,631 Finished Goods - 47,184 $ - $ 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 December 31, December 31, 2021 2020 Furniture and Equipment $ 216,398 $ 216,398 Forklift 20,433 20,433 236,831 236,681 Less accumulated depreciation (124,415 ) (73,738 ) $ 112,416 $ 163,093 Depreciation expense amounted to $50,677 and $49,944 for the year ended December 31, 2021, and 2020, respectively. 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 impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended December 31, 2021, and 2020, 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. 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. 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 December 31, 2021 and 2020: December 31, December 31, 2021 2020 Patent $ 12,406 $ 12,406 Websites 10,690 10,690 Royalties 125,000 125,000 148,096 148,096 Less accumulated amortization (86,630 ) (18,634 ) $ 61,466 $ 129,462 Amortization expense amounted to $67,996 and $64,966 for the year ended December 31, 2021, and 2020, respectively. 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. 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.” Leases Effective October 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company adopted the new leases standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated. For contracts existing at the time of adoption,. The Company currently do not have any operating lease over 1 year term the to require accessing (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs Income Taxes Income taxes are accounted for under the asset and liability method 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 using a valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not that such deferred tax asset will be unable to be utilized. The Company adopted 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 December 31, 2020, and 2019, 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 2017 through 2021. 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 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 year ended December 31, 2021, and 2020, the Company incurred $10,000 and $76,268 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. 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 Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The following table summarizes fair value measurements by level at December 31, 2021, and 2020, measured at fair value on a recurring basis: December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 1,667,700 $ 1,667,700 December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 620,149 $ 620,149 Concentration of Credit Risk The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate the market. The Company maintains cash balances at financial institutions that are insured by the FDIC. At December 31, 2021 and December 31, 2020, the Company had no amounts in excess of the FDIC limit. COVID-19 In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (“ COVID-19 The Company has been following the recommendations of local health authorities to minimize exposure risk for its employees for the past several weeks, including the temporary closures of its offices and having employees work remotely to the extent possible, which has to an extent adversely affected their efficiency. As a result, the Company’s books and records were not easily accessible, resulting in delays in preparation and completion of its financial statements. Further, the various governmental mandatory closures of businesses in these locations have precluded the Company’s personnel, particularly its senior accounting staff, from obtaining access to its subsidiaries’ books and records necessary to prepare the Company’s financial statements that, once audited, comprise the essence of the Annual Report. New Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “ Debt—Debt with Conversion and Other Options |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2021 | |
CAPITAL STOCK | |
CAPITAL STOCK | NOTE 3 – CAPITAL STOCK Preferred Stock The Company has designated a “Class B Convertible Preferred Stock” (the “Class B Preferred”). The number of authorized shares totals 1,000,000 and the par value is $0.001 per share. The Class B Preferred shareholders vote together with the common stock as a single class. The holders of Class B Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock. The holders of 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 $0.035 per share plus any and all accrued but unpaid dividends. Common Stock As of December 31, 2021, and 2020, the Company had 1,450,210,322 and 1,253,239,584 shares of its $0.001 par value common stock issued and outstanding, respectively. During the year ended December 31, 2021, the Company issued common shares as follows, · During the year ended December 31, 2021, the company issued 1,000,000 shares to consultant for services rendered for value of $10,000. During the year ended December 31, 2021, the company issued a total of 195,970,738 shares for settlement of convertible notes and accrued interest of $205,777. During the year ended December 31, 2020, the Company issued common shares as follows, · 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. · The company issued a total of 794,664,070 shares of common stock to settle convertible promissory notes with Principal balance $173,500 and accrued interest of $16,142 was converted to equity. As a result of this conversion a total of $649,742 derivative liabilities was settled. Warrants Exercisable to Common Shares The below table summarizes the activity of warrants exercisable for common shares during the year ended December 31, 2021 and the year ended December 31, 2020: Number of Weighted Average Shares Exercise Price Balance as of December 31, 2019 1,150,363 $ 0.30 Granted Exercised (102,689 ) - Forfeited - - Balance as of December 31, 2020 935,436 $ 0.30 Granted - Exercised - - Forfeited - - Balance as of December 31, 2021 935,436 $ 0.30 The following table summarizes information relating to outstanding and exercisable stock warrants as of December 31, 2021: Warrants Outstanding Weighted Average Remaining Contractual Weighted Average Number of Shares life (in years) Exercise Price 935,436 3.68 $ 0.30 As of December 31, 2021 and December 31, 2020, the intrinsic value warrants outstanding was $0 and $0 based on the closing market price of $0.002 on December 31, 2021 and $0.002 on December 31, 2020, respectively. Stock Options During the year ended December 31, 2017, the Company granted 2,650,000 options to consultants, employees and management. One hundred thousand of those options had an exercise price of $.0001, and 250,000 options at an exercise price of $0.01 vested immediately and were valued at the fair value of the Company’s stock at the measurement date less the exercise price. The value of the options was $151,490 and recorded as stock-based compensation. The other 2,300,000 of options 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 for the year ended December 31, 2017 was $433,870. During the year ended December 31, 2019, the expiry terms of 875,000 options granted during the year ended December 31, 2017 were extended for two years, resulting in fair value adjustment of $46,513 recorded under stock based compensation expense. During the year ended December 31, 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. There were no stock options issuance during the years ended December 31, 2021 and 2020. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE Unsecured Notes Payable On November 25, 2014, the Company issued an unsecured promissory note to an individual in the amount of $100,000 at 10% interest and due on April 1, 2015. On April 1, 2016 the Company entered into a forbearance agreement. The Company was granted an extension of the note through September 30, 2016 in consideration of 150,000 shares of common stock valued at $150,000 with interest accruing after March 29, 2016 at 12%. The lender was issued an additional 50,000 shares valued at $50,000 to extend the note to August 31, 2017. During the year ended December 31, 2019, the Company made $15,000 repayment. The initial extension fee was amortized ratably over the extension period of 180 days. The note and accrued interest were $221,503 and $28,961 as of December 31, 2021 and December 31, 2020. The note is currently in default. Convertible Notes Payable As of December 31, 2021 and 2020 convertible notes outstanding $ 501,856 and $ 349,922 respectively. December 31 2021 2020 Principal balances $ 334,500 $ 308,460 Discount - Accrued Interest 94,916 41,462 $ 429,416 $ 349,922 |
DERRIVATED LIABILITIES
DERRIVATED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
NOTES PAYABLE | |
DERRIVATED LIABILITIES | NOTE 5 – DERIVATIVE LIABILITIES The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “ Derivatives and Hedging,” The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Monte Carlo model to calculate the fair value as of December 31, 2020. The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2021: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2020 $ 620,149 Reduction of derivative liabilities from convertible notes to shares of common stock (284,150 ) Net Loss (gain) on change in fair value of the derivative 719,529 Balance - December 31, 2021 $ 1,058,528 |
ACQUISITIONS OF ASSETS
ACQUISITIONS OF ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
ACQUISITIONS OF ASSETS | |
ACQUISITIONS OF ASSETS | NOTE 6 – ACQUISITIONS OF ASSETS On June 18, 2019, the Company completed its acquisition of assets from AH Originals, Inc., a corporation controlled by the same owner group of Global Fiber Technologies, Inc., for the consideration of 6,400,000 shares of common stock to be issued, cash advances of $32,850 and the issuance of a promissory note of $447,150 bears 3% interest per annum and has a one-year term with eight options to extend the maturity date for three-month periods. Management did not consider the transaction to be a business combination due to the common control of AHO and the Company. The assets were recorded at the carrying value. The stock was recorded at is par value and the debt as its fair value. Management considered the 3% interest per the note to be below market and recorded a discount of $211,123. The acquired assets and assumed liabilities from AH Originals, Inc. summarized as follows: Assets Acquisition Equipment $ 214,598 Inventory 60,815 Web Site 10,690 Patent 5,510 $ 291,613 Less Assumed Liabilities 16,336 $ 275,277 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2021, net cash proceeds of $165,761 were received from related parties for operating expenses. There were no advances from related party in the year ended December 31, 2020. Promissory Notes Payable – related party On June 18, 2019, the Company issued a promissory note at a principal amount of $447,150 as part of the consideration for the acquisition of assets from AH Originals, Inc., a corporation controlled by the same owner group of Global Fiber Technologies, Inc. The promissory note bears 3% interest per annum and have a one-year term with eight options to extend the maturity date for three-month periods. During the year ended December 31, 2019, debt discount of $35,187 has been amortized. 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. Related Party Loans During 2016, the Company received loans from the CEO and a member of the board of directors totaling $284,900. In the year ended December 31, 2017, the Company received additional loans from these individuals in the amount of $160,650. The loans bear interest at 5% per annum and matured on June 30, 2017, and September 30, 2017. During the year ended December 31, 2017, $241,059 of the notes and interest was converted at approximately $0.19 for 580,000 common shares. The conversion of debt resulted in a gain on extinguishment of debt in the amount of $130,859 in the year ended December 31, 2017. Balances of all loans due to related parties as of December 31, 2021: Principal Accrued Interest Total Promissory note - related party (net of $175,936 discount) $ 271,214 $ 104,800 $ 376,014 Convertible notes – Related party 50,000 28,568 78,568 Related Party Loans 208,150 51,379 259,529 Total Related Parties Loans 529,364 184,747 $ 714,111 Balances of all loans due to related parties as of December 31, 2020: Principal Accrued Interest Total Promissory note - related party (net of $175,936 discount) $ 271,214 $ 91,226 $ 362,440 Convertible notes 50,000 21,534 71,534 Related Party Loans 208,150 45,777 253,927 Total Related Parties Loans 529,364 158,537 $ 687,901 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
LEASES | |
LEASES | NOTE 8- LEASES The Company’s right-of-use assets under operating lease for an office premise had expired on October 1 and the lease was not renewed. There are no lease liabilities balances as of December 31, 2021. The company currently do not have any long-term operating lease. Our operating lease expenses of $506 and $15,385 for the year ended December 31, 2021 and 2020 respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 9 – INCOME TAXES The Company provides for income taxes under ASC 740, “ Income Taxes.” The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2021, and 2020, are as follows: December 31, December 31, 2021 2020 Net operating loss carryforward $ 30,514,150 $ 29,845,293 Effective tax rate 21 % 21 % Deferred tax asset 6,386,972 6,267,512 Less: Valuation allowance (6,386,972 ) (6,267,512 ) Net deferred asset $ - $ - As of December 31, 2021, the Company had approximately $30.5 million in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2029 and 2039. NOLs generated in tax years prior to December 31, 2017, can be carryforward for twenty years, whereas NOLs generated after December 31, 2017, can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2013 through 2020 are subject to review by the tax authorities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES As of the date of this filing, the Company is a party to three pending litigation matters. The Company does not believe it has any liability nor has it accrued any liability as of December 31, 2021 and 2020 for the following: 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. GFTX 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 GFTX 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. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | NOTE 11– NET LOSS PER SHARE Potentially dilutive securities are excluded from the calculation of net loss per share when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented. Potentially dilutive securities were comprised of the following: December 31 December 31, 2021 2020 Warrants 1,150,363 935,436 Options 2,700,000 2,700,000 Convertible notes payable, including accrued interest 106,911,847 590,374,884 110,762,210 594,010,320 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Subsequent to December 31, 2021, and through the date that these financials were made available, the Company had the following subsequent events: On February 2022 the company issued 4,225,000 common stock shares valued at $15,221 at current market price to settle some of its convertible notes. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Leases | Effective October 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company adopted the new leases standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated. For contracts existing at the time of adoption,. The Company currently do not have any operating lease over 1 year term the to require accessing (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs |
Income taxes | Income taxes are accounted for under the asset and liability method 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 using a valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not that such deferred tax asset will be unable to be utilized. The Company adopted 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 December 31, 2020, and 2019, 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 2017 through 2021. |
Principles of Consolidation | The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries, Trident Merchant Group, Inc. and Progressive Fashions Inc., and its majority owned subsidiaries, Leading Edge Fashion, LLC, Pure361, LLC and Fiber Chain, 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 Fiber Chain, Inc., had no operations, assets or liabilities as of December 31, 2021, and 2020. 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%. |
Basic of presantation | The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end. |
Reclassification | 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. |
Cash and Cash Equivalents | Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. |
Inventories | Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. On December 31, 2021, the Company had no acquired inventories. December 31, 2021 December 31, 2020 Raw Material $ - $ 13,631 Finished Goods - 47,184 $ - $ 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 |
Intengible 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. 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. 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 December 31, 2021 and 2020: December 31, December 31, 2021 2020 Patent $ 12,406 $ 12,406 Websites 10,690 10,690 Royalties 125,000 125,000 148,096 148,096 Less accumulated amortization (86,630 ) (18,634 ) $ 61,466 $ 129,462 Amortization expense amounted to $67,996 and $64,966 for the year ended December 31, 2021, and 2020, respectively. |
Prepaid interest and deposite | 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. |
Equipment | December 31, December 31, 2021 2020 Furniture and Equipment $ 216,398 $ 216,398 Forklift 20,433 20,433 236,831 236,681 Less accumulated depreciation (124,415 ) (73,738 ) $ 112,416 $ 163,093 Depreciation expense amounted to $50,677 and $49,944 for the year ended December 31, 2021, and 2020, respectively. 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 impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended December 31, 2021, and 2020, no impairment losses have been identified. |
Revenue Recognition | The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. 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.” |
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 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 year ended December 31, 2021, and 2020, the Company incurred $10,000 and $76,268 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. |
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 Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — |
Concentration of credit risk | The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate the market. The Company maintains cash balances at financial institutions that are insured by the FDIC. At December 31, 2021 and December 31, 2020, the Company had no amounts in excess of the FDIC limit. |
New Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “ Debt—Debt with Conversion and Other Options |
COVID-19 | In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (“ COVID-19 The Company has been following the recommendations of local health authorities to minimize exposure risk for its employees for the past several weeks, including the temporary closures of its offices and having employees work remotely to the extent possible, which has to an extent adversely affected their efficiency. As a result, the Company’s books and records were not easily accessible, resulting in delays in preparation and completion of its financial statements. Further, the various governmental mandatory closures of businesses in these locations have precluded the Company’s personnel, particularly its senior accounting staff, from obtaining access to its subsidiaries’ books and records necessary to prepare the Company’s financial statements that, once audited, comprise the essence of the Annual Report. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Inventories | December 31, 2021 December 31, 2020 Raw Material $ - $ 13,631 Finished Goods - 47,184 $ - $ 60,815 |
Schedule of depreciation | Equipment 5 Years Furniture and Fixtures 7 Years Forklift 3 Years December 31, December 31, 2021 2020 Furniture and Equipment $ 216,398 $ 216,398 Forklift 20,433 20,433 236,831 236,681 Less accumulated depreciation (124,415 ) (73,738 ) $ 112,416 $ 163,093 |
Schedule of amortization for the intangible assets | December 31, December 31, 2021 2020 Patent $ 12,406 $ 12,406 Websites 10,690 10,690 Royalties 125,000 125,000 148,096 148,096 Less accumulated amortization (86,630 ) (18,634 ) $ 61,466 $ 129,462 |
Schedule of fair value measurements | December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 1,667,700 $ 1,667,700 December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 620,149 $ 620,149 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
CAPITAL STOCK | |
Summary of Stock Warrants | Number of Weighted Average Shares Exercise Price Balance as of December 31, 2019 1,150,363 $ 0.30 Granted Exercised (102,689 ) - Forfeited - - Balance as of December 31, 2020 935,436 $ 0.30 Granted - Exercised - - Forfeited - - Balance as of December 31, 2021 935,436 $ 0.30 |
Summary of outstanding and exercisable stock warrants | Warrants Outstanding Weighted Average Remaining Contractual Weighted Average Number of Shares life (in years) Exercise Price 935,436 3.68 $ 0.30 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
NOTES PAYABLE (Tables) | |
Schedule of Convertible Notes Payable | December 31 2021 2020 Principal balances $ 334,500 $ 308,460 Discount - Accrued Interest 94,916 41,462 $ 429,416 $ 349,922 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DERIVATIVE LIABILITIES (Tables) | |
Schedule the loss on derivative liability | Balance - December 31, 2020 $ 620,149 Reduction of derivative liabilities from convertible notes to shares of common stock (284,150 ) Net Loss (gain) on change in fair value of the derivative 719,529 Balance - December 31, 2021 $ 1,058,528 |
ACQUISITIONS OF ASSETS (Tables)
ACQUISITIONS OF ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACQUISITIONS OF ASSETS | |
Schedule of business Acquisitions | Assets Acquisition Equipment $ 214,598 Inventory 60,815 Web Site 10,690 Patent 5,510 $ 291,613 Less Assumed Liabilities 16,336 $ 275,277 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
CAPITAL STOCK | |
Summary of Related Party Transactions | Principal Accrued Interest Total Promissory note - related party (net of $175,936 discount) $ 271,214 $ 104,800 $ 376,014 Convertible notes – Related party 50,000 28,568 78,568 Related Party Loans 208,150 51,379 259,529 Total Related Parties Loans 529,364 184,747 $ 714,111 Principal Accrued Interest Total Promissory note - related party (net of $175,936 discount) $ 271,214 $ 91,226 $ 362,440 Convertible notes 50,000 21,534 71,534 Related Party Loans 208,150 45,777 253,927 Total Related Parties Loans 529,364 158,537 $ 687,901 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Summary of deferred tax assets | December 31, December 31, 2021 2020 Net operating loss carryforward $ 30,514,150 $ 29,845,293 Effective tax rate 21 % 21 % Deferred tax asset 6,386,972 6,267,512 Less: Valuation allowance (6,386,972 ) (6,267,512 ) Net deferred asset $ - $ - |
NET LOSS PER SHARES (Tables)
NET LOSS PER SHARES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
NET LOSS PER SHARES (Tables) | |
Potentially dilutive securities | December 31 December 31, 2021 2020 Warrants 1,150,363 935,436 Options 2,700,000 2,700,000 Convertible notes payable, including accrued interest 106,911,847 590,374,884 110,762,210 594,010,320 |
DESCRIPTION OF BUSINESS AND G_2
DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 18, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated deficit | $ (35,222,530) | $ (33,821,293) | |
Net loss | (1,401,237) | (1,135,868) | |
Working capital deficit | $ (3,853,272) | $ (3,070,635) | |
Global Fiber Technologies, Inc [Member] | |||
Common stock, shares authorized | 2,500,000,000 | (3,522,530) | |
AHO [Member] | |||
Business acquisition consideration transferred shares issued | 6,400,000 | ||
Business acquisition consideration transferred, promissory note issued | $ 447,150 | ||
Promissory note, interest rate | 3.00% | ||
Shares of AHI issued to AHO under acquisition | 200,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Raw Material | $ 0 | $ 13,631 |
Finished Goods | 0 | 47,184 |
Inventories | $ 0 | $ 60,815 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment [Member] | |
Estimated useful lives | 5 years |
Furniture And Fixtures [Member] | |
Estimated useful lives | 7 years |
Forklift [Member] | |
Estimated useful lives | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Furniture and Equipment | $ 216,398 | $ 216,398 |
Forklift | 20,433 | 20,433 |
Total fixed assets | 236,831 | 236,681 |
Less accumulated depreciation | (124,415) | (73,738) |
Assets | $ 112,416 | $ 163,093 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization for the intangible assets | $ 148,096 | $ 148,096 |
Less accumulated amortization | (86,630) | (18,634) |
Amortization for the intangible assets, net | 61,466 | 129,462 |
Patent [Member] | ||
Amortization for the intangible assets | 12,406 | 12,406 |
Websites [Member] | ||
Amortization for the intangible assets | 10,690 | 10,690 |
Royalties [Member] | ||
Amortization for the intangible assets | $ 125,000 | $ 125,000 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative Liabilities | $ 1,667,700 | $ 620,149 |
Level 1 [Member] | ||
Derivative Liabilities | 0 | 0 |
Level 2 [Member] | ||
Derivative Liabilities | 0 | 0 |
Level 3 [Member] | ||
Derivative Liabilities | $ 1,667,700 | $ 620,149 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation expense | $ 50,677 | $ 49,944 |
Amortization expense | $ 67,996 | 64,966 |
Intangible assets, estimated useful life | 15 years | |
Stock-based Compensation | $ 10,000 | $ 76,268 |
ECO CHAIN 360 [Member] | ||
Ownership interest | 51.00% | |
AHI [Member] | ||
Ownership interest | 80.00% |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of shares outstanding, Beginning | 935,436 | 1,150,363 |
Number of shares, Granted | 0 | 0 |
Number of shares, Exercised | 0 | (102,689) |
Number of shares, Forfeited | 0 | 0 |
Number of shares outstanding, Ending | 935,436 | 935,436 |
Weighted average exercise price, Beginning | $ 0.30 | $ 0.30 |
Weighted average exercise price, Granted | 0 | 0 |
Weighted average exercise price, Exercised | 0 | 0 |
Weighted average exercise price, Forfeited | 0 | 0 |
Weighted average exercise price, Ending | $ 0.30 | $ 0.30 |
CAPITAL STOCK (Details 1)
CAPITAL STOCK (Details 1) - Warrants [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted Average Remaining Contractual Life (Years) | 3 years 8 months 4 days | ||
Number of Outstanding | 935,436 | ||
Weighted average exercise price outstanding | $ 0.30 | $ 0.30 | $ 0.30 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Common stock, shares par value | $ 0.001 | $ 0.001 | ||||
Common stock, shares outstanding | 1,450,210,322 | 1,253,239,584 | ||||
Common stock, shares issued | 1,450,210,322 | 1,253,239,584 | ||||
Intrinsic value | $ 0 | $ 0 | ||||
Market price | $ 0.002 | $ 0.002 | ||||
Debt conversion on convertible note, common stock | 794,664,070 | |||||
Debt conversion on convertible note, principal amount | $ 173,500 | |||||
Accrued interest | 16,142 | |||||
Derivative liabilities | $ 649,742 | $ 1,058,528 | $ 620,149 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Class B Preferred Stock [Member] | ||||||
Exercise price | $ 0.035 | |||||
Preferred stock, par value | $ 0.001 | |||||
Preferred stock, shares authorized | 1,000,000 | |||||
Non cumulative dividends rate received per annum | 8.00% | |||||
Preferred stock voting rights | 10,000 | |||||
Redemption description | The Class B Preferred Stock shall be redeemed by the Corporation for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control. | |||||
Consultant [Member] | ||||||
Issuance of shares for services, shares | 1,000,000 | 875,000 | 2,650,000 | |||
Shares granted to consultant | 50,000 | |||||
Vested shares | 250,000 | |||||
Vested exercise price | $ 0.01 | |||||
Fair value of common strock recoreded as stock based compensation | $ 46,513 | $ 151,490 | ||||
Other options vested immediately | 2,300,000 | |||||
Stock compensation expense | $ 37,061 | $ 433,870 | ||||
Extended period | 2 years | |||||
Exercise price | $ 0.50 | |||||
Issuance of shares for services, amount | $ 10,000 | |||||
Convertible Promissory Notes [Member] | ||||||
Debt conversion on convertible note, common stock | 431,729,278 | 195,970,738 | ||||
Debt conversion on convertible note, principal amount | $ 596,863 | |||||
Accrued interest | $ 37,336 | $ 205,777 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
NOTES PAYABLE | ||
Principal balances | $ 334,500 | $ 308,460 |
Discount | 0 | 0 |
Accrued interest | 94,916 | 41,462 |
Notes Payable | $ 429,416 | $ 349,922 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible promissory note | $ 429,416 | $ 349,922 | |
Unsecured Notes Payable One [Member] | |||
Shares to be issued under agreement, shares | 50,000 | ||
Shares to be issued under agreement, value | $ 50,000 | ||
November 25, 2014 [Member] | Unsecured Debt [Member] | |||
Interest rate | 10.00% | ||
Notes Payable | $ 221,503 | 28,961 | |
Note payable issued | $ 100,000 | ||
Repayment of unsecured note payable | $ 15,000 | ||
April 1, 2016 [Member] | Unsecured Debt [Member] | Forbearance agreement [Member] | |||
Interest rate | 12.00% | ||
Shares to be issued under agreement, shares | 150,000 | ||
Shares to be issued under agreement, value | $ 150,000 | ||
Convertible Promissory Notes [Member] | |||
Convertible promissory note | $ 501,856 | $ 349,922 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Balance - December 31, 2020 | $ 620,149 |
Reduction of derivative liabilities from convertible notes to shares of common stock | (284,150) |
Loss (gain) on change in fair value of the derivative | 719,529 |
Balance - December 31, 2021 | $ 1,058,528 |
ACQUISITIONS OF ASSETS (Details
ACQUISITIONS OF ASSETS (Details) | Jun. 18, 2019USD ($) |
Total acquired assets and assumed liabilities, gross | $ 291,613 |
Less Assumed Liabilities | 16,336 |
Total acquired assets and assumed liabilities, net | 275,277 |
AH Originals, Inc [Member] | Website [Member] | |
Acquired assets and assumed liabilities | 10,690 |
AH Originals, Inc [Member] | Patent [Member] | |
Acquired assets and assumed liabilities | 5,510 |
AH Originals, Inc [Member] | Inventory [Member] | |
Acquired assets and assumed liabilities | 60,815 |
AH Originals, Inc [Member] | Equipment [Member] | |
Acquired assets and assumed liabilities | $ 214,598 |
ACQUISITIONS OF ASSETS (Detai_2
ACQUISITIONS OF ASSETS (Details Narrative) - Promissory Notes Payable [Member] - AH Originals, Inc [Member] - USD ($) | 1 Months Ended | |
Jun. 18, 2019 | Dec. 31, 2019 | |
Prepayment amount | $ 32,850 | |
Promissory note | $ 447,150 | |
Interest rate | 3.00% | 3.00% |
Debt discount | $ 211,123 | |
Acquisition of assets from related party | 6,400,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Accrued Interest | $ 16,142 | ||
Promissory Notes Payable [Member] | |||
Principal loans due to related parties | $ 271,214 | $ 271,214 | |
Accrued Interest | 104,800 | 91,226 | |
Total loans due to related parties | 376,014 | 362,440 | |
Convertible Notes [Member] | |||
Principal loans due to related parties | 50,000 | 50,000 | |
Accrued Interest | 28,568 | 21,534 | |
Total loans due to related parties | 78,568 | 71,534 | |
Related Party Loans [Member] | |||
Principal loans due to related parties | 208,150 | 208,150 | |
Accrued Interest | 51,379 | 45,777 | |
Total loans due to related parties | 259,529 | 253,927 | |
Total Related Parties Loans [Member] | |||
Principal loans due to related parties | 529,364 | 529,364 | |
Accrued Interest | 184,747 | 158,537 | |
Total loans due to related parties15 | $ 714,111 | $ 687,901 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jun. 18, 2019 | Aug. 31, 2015 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net cash proceeds of received from related parties for operating expenses | $ 165,761 | |||||||
Debt discount | $ 70,374 | |||||||
Debt conversion on convertible note | $ 173,500 | |||||||
Debt conversion on convertible note, common stock | 794,664,070 | |||||||
Chief Executive Officer [Member] | ||||||||
Loans received from related party | $ 284,900 | |||||||
Additional Loans received from related party | $ 160,650 | |||||||
Interest bearing | 5.00% | |||||||
Debt conversion on convertible note | $ 241,059 | |||||||
Conversion price | $ 0.19 | |||||||
Debt conversion on convertible note, common stock | 580,000 | |||||||
Gain on extinguishment of debt | $ 130,859 | |||||||
Investor [Member] | Convertible Notes Payable [Member] | ||||||||
Interest rate | 8.00% | |||||||
Notes Payable | $ 50,000 | |||||||
Maturity Date | Aug. 8, 2016 | |||||||
Conversion price | $ 1 | |||||||
Promissory Notes Payable [Member] | AH Originals, Inc [Member] | ||||||||
Interest rate | 3.00% | 3.00% | ||||||
Promissory note at principal amount | $ 447,150 | |||||||
Debt discount | $ 35,187 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LEASES | ||
Description of leases | operating lease for an office premise had expired on October 1 and the lease was not renewed. | |
Operating lease costs | $ 506 | $ 15,385 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
Net operating loss carry forward | $ 30,514,150 | $ 29,845,293 |
Effective tax rate | 21.00% | 21.00% |
Deferred tax asset | $ 6,386,972 | $ 6,267,512 |
Less: Valuation allowance | (6,386,972) | (6,267,512) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) $ in Millions | Dec. 31, 2020USD ($) |
INCOME TAXES | |
Net Operating loss carry-forward | $ 30.5 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Royalty expense | $ 0 |
Pending Litigation #1 [Member] | |
Alleged Damages | 26,595 |
Pending Litigation #2 [Member] | |
Alleged Damages | 15,000 |
Pending Litigation #3 [Member] | |
Alleged Damages | $ 40,000 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Potentially dilutive securities | 110,762,210 | 594,010,320 |
Warrants [Member] | ||
Potentially dilutive securities | 1,150,363 | 935,436 |
Stock options [Member] | ||
Potentially dilutive securities | 2,700,000 | 2,700,000 |
Convertible notes payable, including accrued interest [Member] | ||
Potentially dilutive securities | 106,911,847 | 590,374,884 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Feb. 28, 2022 | Jun. 30, 2020 | Dec. 31, 2021 | |
Common stock shares issued | 571,121 | ||
Convertible notes of common stock value | $ 173,500 | ||
Convertible Debt Issued Common Stock [Member] | Subsequent Event [Member] | |||
Common stock shares issued | 4,225,000 | ||
Convertible notes of common stock value | $ 15,221 |