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 Eco Chain 360, Inc. and Authentic Heroes, Inc., unless otherwise indicated.





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.

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.

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.






         17

  Table of Contents

On September 21st, of 2020, Authentic Heroes Inc. signed a license Yungblud and Bravado/Universal Music Group to will make authenticated replicas of "concert worn" jerseys utilizing its trade secrets and patent pending processes. Terms of the deal were deemed and implied confidential by the contract.

On April 18, 2022, Authentic Heroes Inc. entered into a joint venture agreement with N.S.UC. Entertainment Group, LLC and created a Limited Liability Corporation Above the Beats Entertainment dba ATB Entertainment, under the operating agreement to engage in various activities in the industry of the music including but not limited to live concerts, podcasts, Non-Fungible Tokens, physical memorabilia utilizing patent protected manufacturing processes, and the licensing of talent within the music industry. Authentic Heroes will hold 70% interest in the Joint venture. As of September 30, 2022, there are significant activities with the Joint Venture.

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





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.

Our business plan also includes creating branded and authenticated replicas from the textile fibers of "event worn" apparel, formerly worn by celebrities within the music and sports industries. We have achieved this milestone and are in the process of creating commercial opportunities utilizing our process and trade secrets.

We are in late stage discussions for several licenses and also in the process of re-building and re-launching our e-commerce site within the 4th quarter

The company completed the coding of its "smart contract" on the POLYGON Block Chain. The smart contract is to be used in conjunction with the sale of both physical and virtual items in order to create the authentication, provenance and immutability of the products it will be offering including event worn clothing under the taglines of "Made from The Original" and "Event Worn ReBorn". It will also be the Smart Contract for the Company's future offering of Non-Fungible Tokens ("NFTS")

On May 2, 2022, Authentic Heroes, Inc. ("Authentic Heroes"), a wholly owned subsidiary of Global Fiber Technologies, Inc., (the "Company"), entered into a License Agreement (the "License Agreement") with the Company's Chief Executive Officer and Director, Paul Serbiak ("Serbiak").

Pursuant to the License Agreement, Serbiak agreed to provide Authentic Heroes with an exclusive license to use certain of Serbiak's intellectual property rights, including Patent No. US 10,781,539 B2 entitled "AUTHENTICATABLE ARTICLES, FABRIC AND METHOD OF MANUFACTURE" and of the invention therein described, for products in the sports and music memorabilia business.

In exchange for such license, Authentic Heroes agreed to (i) pay Serbiak $100 within ten business days of License Agreement and a fee of $10,000 on or before January 1, 2023, (ii) pay Serbiak royalties of 1% of the revenue generated from the sale of the products amounting to at least $3,000,000 in revenue at year three of the License Agreement and another 1% of the revenue generated from the sale of the products amounting to at least $10,000,000 in revenue at year five (5) of the License Agreement. If Authentic Heroes fails to achieve at least $3,000,000 in revenue at year three or $10,000,000 in revenue at year five from this date of the License Agreement, then the exclusive license shall be a non-exclusive license.






         18

  Table of Contents

On August 29, 2022 Authentic Heroes, Inc. ("Authentic Heroes"), a wholly owned subsidiary of Global Fiber Technologies, Inc., (the "Company"), thru it joint venture with Maestro entertainment Corp. ("Maestro) received a purchased order worth $800,000 for 40,000 units of Old is gold Christmas Vinyl album ser to deliver in November 2022.





Results of Operations



The following table provides selected financial data about our company for the
nine months period ended September 30, 2022 and the year ended December 31,
2021.



                             September         December
                              30, 2022         31, 2021        Change          %
Cash and cash equivalents   $      1,000     $          -     $    1000          100 %
Advances                    $    625,000     $          -     $ 625,000          100 %
Property and equipment      $     79,323     $    112,416     $ (33,093 )     (29.44 )%
Intangible assets           $     18,805     $     61,466     $  42,661 )     (69.41 )%
Total Assets                $    724,128     $    173,882     $ 550,246       316.45 %
Total Liabilities           $   4,79,747     $  3,853,273     $ 326,474         8.47 %
Stockholders' Deficit       $ (3,455,619 )   $ (3,679,391 )   $ 223,772        (6.08 )%

The following summary of our results of operations, for the nine months ended September 30, 2022 and 2021, should be read in conjunction with our financial statements, as included in this Form 10-Q.





Nine months ending September 30, 2022, compared to nine months ending September
30, 2021



                              Nine months ended September 30
                               2022                  2021              Change            %
Revenue                   $            -       $             193     $       193       -100.00 %
Cost of Revenue                        -                  (2,999 )         2,999       -100.00 %
Operating Expenses                                                             -
General and
administrative                  (169,259 )              (126,622 )       (42,637 )       33.67 %
Depreciation and
amortization                     (79,776 )               (89,187 )         9,411        -10.55 %
Professional Fees and
Consulting                       (87,824 )                     -         (87,824 )     -100.00 %
Stock based
compensation                                             (10,000 )        10,000        100.00 %
Gain from
extinguishment of debt            15,856                       -          15,856       -100.00 %
Loss (gain) on
derivative valuation             478,754              (1,047,550 )     1,526,304       -145.70 %
Interest and Financing
cost                             (99,369 )              (166,857 )        67,488        -40.45 %
Interest expense
related parties                 (110,267 )                     -        (110,267 )     -100.00 %
Other expense                     (6,750 )                     -          (6,750 )        -100 %
                                 (58,635 )            (1,443,022 )





         19

  Table of Contents

For the Nine months ended September 30, 2022, we have no revenues and in 2021 revenue was minimal this is primarily due to company refocusing its operations toward the new business with Authentic Heroes and NFTS. Our operating expense for the Nine months ended September 30, 2022, compared to 2021, have increase by $111,050 or 49%. This is primarily due to various Professional and consulting fees incurred during the six months period amounting to approximately $87,824. We did not incur such fees in the previous year.

For the nine months ended September 30, 2021, we have revenues of $193 with a cost of $2,999, sales generated from the Company acquired AH Originals, Inc. We incurred $126,622 in general and administrative expenses, depreciation and amortization of $89,187, stock-based compensation of $10,000, and net other expenses of $402,661, resulting in a net loss of $631,276.

The decrease in net loss during nine months ended September 30, 2022, compared to nine months ended September 30, 2021 was mainly attributed to the gain in value of the derivative liability offset by increase in general and administrative and interest and financing cost.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of September 30, 2022 and December 31, 2021, respectively.





Working Capital



                               September         December
                                30, 2022         31, 2021         Change         %
Current Assets                $    626,000     $          -     $  626,000        100 %
Current Liabilities           $ (4,179,747 )   $ (3,853,373 )     (326,474 )     8.47 %
Net working capital deficit   $ (3,553,747 )     (3,853,373 )   $  299,526       7.77 %

Our working capital deficit decreased as of September 30,2022, as compared to December 31, 2021, due mainly to the decrease increase in convertible notes advances from related parties.





Cash Flows



                                           Nine Months Ended
                                             September 30,
                                          2022           2021          Change           %
Cash Flows used in Operating
Activities                             $ (933,783 )   $ (156,666 )   $ (777,117 )      496.03 %
Cash Flows used in Investing
Activities                             $   (4,022 )                      (4,022 )         100 %
Cash Flows provided by Financing
Activities                             $  938,805        148,118        790,687        533.82 %

Net Change in Cash During Period $ 1,000 (8,548 ) 9,548 (111.70 )%

Cash Flow from Operating Activities

During the nine months ended September 30, 2022, net cash used in operating activities was $933,783 compared to $156,666 during the nine months ended September 30, 2021.

The net cash used in operating activities for the nine months ended September 30, 2022, was attributed by the total net loss of $58,635, decreased by depreciation and amortization $79,776, gain in change in derivative liability of $478,754, conversion of notes payable to equity $60,180 and accrued interest $126,486 offset by increase of advances to joint venture of $625,000






         20

  Table of Contents

The net cash used in operating activities for the nine months ended September 30, 2021, was attributed by the total net loss of $631,276, decreased by depreciation and amortization $89,187, loss in change in derivative liability of $235,804, stock issued for services $10,000 and accrued interest $166,858 offset by increase of accounts payable and accrued expenses $27,237.

Cash Flow from Investing Activities

The Company use $4,022 to purchased office equipment in the period ended September 30, 2022 and did not use any funds for investing activities during the nine months ended September 30, 2022.

Cash Flow from Financing Activities

Net cash from financing activities was $938,805 for the nine months ended September 30, 2022 attributable to proceeds from related party $22,939, Proceeds from issuance of stocks and net proceeds from issuance of convertible notes

Net cash from financing activities was $148,118 for the nine months ended September 30, 2021 attributable to proceeds from related party.

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, 2020, 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.

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.

© Edgar Online, source Glimpses