0001010549-16-000861.txt : 20161212 0001010549-16-000861.hdr.sgml : 20161212 20161212135053 ACCESSION NUMBER: 0001010549-16-000861 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 42 CONFORMED PERIOD OF REPORT: 20160930 FILED AS OF DATE: 20161212 DATE AS OF CHANGE: 20161212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Fashion Technologies, Inc. CENTRAL INDEX KEY: 0001338929 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-APPAREL, PIECE GOODS & NOTIONS [5130] IRS NUMBER: 113746201 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52047 FILM NUMBER: 162045998 BUSINESS ADDRESS: STREET 1: 264 UNION BLVD STREET 2: FIRST FLOOR CITY: TOTOWA STATE: NJ ZIP: 07512 BUSINESS PHONE: (973) 390 0072 MAIL ADDRESS: STREET 1: 264 UNION BLVD STREET 2: FIRST FLOOR CITY: TOTOWA STATE: NJ ZIP: 07512 FORMER COMPANY: FORMER CONFORMED NAME: Premiere Opportunities Group, Inc. DATE OF NAME CHANGE: 20110809 FORMER COMPANY: FORMER CONFORMED NAME: Premiere Publishing Group, Inc. DATE OF NAME CHANGE: 20051130 FORMER COMPANY: FORMER CONFORMED NAME: Premier Publishing Group, Inc. DATE OF NAME CHANGE: 20050915 10-Q 1 gft10q093016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
-----------------
(Mark One)

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

For the quarterly period ended September 30, 2016

or

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

Commission File Number:  000-52047

Global Fashion Technologies, Inc.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)
 
11-3746201
(I.R.S. Employer Identification No.)
2001 Route 46, Suite 310
Parsippany, New Jersey
(Address of principal executive offices)
 
07054
(Zip Code)
(973)291-8900
(Registrant's telephone number, including area code)
 
 


1

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☐Yes☒No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☐Yes☒No

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

Large accelerated filer☐
Accelerated filer☐
Non-accelerated filer☐
(Do not check if a smaller reporting company)
Smaller reporting company☒
SEC 1296 (01-12) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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

2


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐Yes☐No

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

As of September 30, 2016, there were 19,209,161 shares of the Issuer's common stock issued and outstanding.


3

PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.
 
Global Fashion Technologies, Inc. and Subsidiaries      
(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)      
Consolidated Balance Sheets      
             
   
September 30,
   
December 31,
 
   
2016
   
2015
 
   
(Unaudited)
     
*
 
               
ASSETS
             
               
Current assets:
             
     Cash
 
$
40,008
   
$
32,989
 
     Subscription receivable
   
20,000
     
10,000
 
Total current assets
   
60,008
     
42,989
 
                 
Property and equipment
   
2,252
     
2,252
 
                 
Total assets
   
62,260
     
45,241
 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
Current liabilities:
               
     Accounts payable
   
54,608
     
51,108
 
     Accrued compensation       216,000        108,000  
     Secured note and accrued interest payable
   
124,266
     
110,000
 
     Convertible notes and accrued interest,
   
55,312
     
52,312
 
     Advances from related parties
   
282,789
     
115,633
 
     Current liabilities from discontinued operations
   
84,281
     
870,045
 
                 
Total current liabilities
   
817,256
     
1,307,098
 
                 
Commitments and contingencies
               
                 
Stockholders' deficit
               
     Preferred stock $0.001 par value, 1,000,000
               
       shares authorized, 200,000 shares issued and
               
       outstanding
   
200
     
200
 
     Common stock  $0.001 par value, 400,000,000
               
       shares authorized, 19,209,161 and 17,537,660
               
       shares issued and outstanding, 901,166 and 1,377,667 issuable
               
       as of September 30, 2016 and December 31, 2015, respectively
   
20,110
     
18,915
 
     Additional paid-in capital
   
28,299,149
     
27,630,906
 
     Accumulated deficit
   
(29,074,455
)
   
(28,911,878
)
                 
Total Global Fashion Technologies, Inc.
               
     stockholders' deficit
   
(754,991
)
   
(1,261,857
)
                 
Total liabilities and stockholders' deficit
 
$
62,260
   
$
45,241
 
                 
*Derived from audited financial statements        
                 
The accompanying notes are an integral part of these financial statements     
 
 
 
4

 
Global Fashion Technologies, Inc. and Subsidiaries       
(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)       
Consolidated Statements of Operations            
(Unaudited)            
                         
   
For The Three Months Ended
   
For The Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2016
   
2015
   
2016
   
2015
 
                         
Revenues
 
$
18,750.00
   
$
-
   
$
18,750
   
$
4,000
 
                                 
Operating expenses:
                               
     General and administrative
   
146,220
     
71,094
     
290,387
     
128,611
 
     Participation share compensation - related party
   
-
     
-
     
-
     
1,514,060
 
     Consulting fees share expense
   
21,258
     
-
     
359,438
     
89,283
 
     Stock based compensation
   
-
     
-
     
50,000
     
1,609,375
 
     Failed acquisition costs paid in stock
   
-
     
(5,254
)
   
-
     
1,008,745
 
     Failed acquisition costs paid in stock - related party
   
-
     
-
     
-
     
923,520
 
     Employee stock settlement costs
   
-
     
200,000
     
-
     
200,000
 
     Debt extinguishment costs - related party
   
-
     
-
     
-
     
11,250,034
 
                                 
Total operating expenses
   
167,478
     
265,840
     
699,825
     
16,723,628
 
                                 
Loss from operations
   
(148,728
)
   
(265,840
)
   
(681,075
)
   
(16,719,628
)
                                 
Other expense
                               
     Interest expense and financing costs
   
51,500
     
6,676
     
117,266
     
20,028
 
                                 
Total other expense
   
51,500
     
6,676
     
117,266
     
20,028
 
                                 
Loss from continuing operations
                               
before provision for income taxes
   
(200,228
)
   
(272,516
)
   
(798,341
)
   
(16,739,656
)
                                 
Provision for income taxes
   
-
     
-
     
-
     
-
 
                                 
Loss from continuing operations
 
$
(200,228
)
 
$
(272,516
)
 
$
(798,341
)
 
$
(16,739,656
)
                                 
Income (Loss) from discontinued operations, net of tax
   
635,764
     
(213
)
   
635,764
     
(2,564,035
)
                                 
Net income (loss)
   
435,536
     
(272,729
)
   
(162,577
)
   
(19,303,691
)
                                 
Net loss per share from continuing operations
 
$
(0.02
)
 
$
(0.02
)
 
$
(0.04
)
 
$
(1.39
)
Net income (loss) per share from discontinued operations
 
$
0.03
   
$
(0.00
)
 
$
0.03
   
$
(0.21
)
Net income (loss) per share
 
$
0.02
   
$
(0.02
)
 
$
(0.01
)
 
$
(1.60
)
                                 
Weighted average common shares outstanding
   
19,209,161
     
17,354,958
     
18,683,965
     
12,045,534
 
 
 
The accompanying notes are an integral part of these financial statements
 
 
5

 
Global Fashion Technologies, Inc. and Subsidiaries
 
(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)
 
Consolidated Statements of Cash Flows    
(Unaudited)      
   
For the Nine Months
 
   
Ended September 30,
 
   
2016
   
2015
 
Cash flows from operating activities:
       
Net loss
 
$
(162,577
)
 
$
(19,303,691
)
Net Income (loss) from discontinued operations,
 
    net of taxes and minority interest
   
635,764
     
(2,564,035
)
Loss from continuing operations
   
(798,341
)
   
(16,739,656
)
Adjustments to reconcile net loss to net cash
 
  used in operating activities:
               
     Debt extinguishment costs - related party
   
-
     
11,250,034
 
     Failed acquisition costs paid in stock
   
-
     
968,750
 
     Failed acquisition costs paid in stock - related party
   
-
     
923,520
 
     Stock compensation expense
   
50,000
     
1,609,375
 
     Stock issued for services
   
359,438
     
89,283
 
     Employee stock settlement cost
   
-
     
200,000
 
     Participation share compensation - related party
   
-
     
1,514,060
 
Changes in assets and liabilities:
               
     Prepaid expenses
   
-
     
(18,750
)
     Accounts payable
   
3,500
     
(52,844
)
     Accrued expenses
   
225,266
     
20,028
 
Net cash used in operating activities
   
(160,137
)
   
(236,200
)
                 
Cash flows used in investing activities:
         
     Additions to property and equipment
   
-
     
(2,650
)
Total cash flows used in investing activities
   
-
     
(2,650
)
                 
Cash flows from financing activities:
         
     Advances from related party
   
265,000
     
18,937
 
     Proceeds from note payable
   
-
     
50,000
 
     Repayment of related party advance
   
(97,844
)
   
(26,654
)
     Proceeds from the sale of common stock
   
-
     
198,000
 
Total cash flows from financing activities
   
167,156
     
240,283
 
                 
Discontinued activities:
               
     Net cash used in operating activities
   
-
     
-
 
     Net cash used in investing activities
   
-
     
-
 
     Net cash used in financing activities
   
-
     
-
 
Net cash flows from discontinued activities
   
-
     
-
 
                 
Net increase (decrease) in cash
   
7,019
     
1,433
 
Cash at beginning of period
   
32,989
     
755
 
Cash at end of period
 
$
40,008
   
$
2,188
 
                 
Supplemental disclosure of cash flow information:
         
                 
Cash paid during the periods for:
         
     Interest
 
$
-
   
$
-
 
     Income taxes
 
$
-
   
$
-
 
                 
Non-cash financing sources:
               
Common stock issued for reduction of debt
 
$
-
   
$
931,306
 
 
The accompanying notes are an integral part of these financial statements
 
 
6

 
GLOBAL FASHION TECHNOLOGIES, INC. AND SUBSIDIARIES
(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)

Notes To Consolidated Financial Statements
September 30, 2016
 

NOTE 1 – DESCRIPTION OF BUSINESS
 
Global Fashion Technologies, Inc. ("the Company") was incorporated in Nevada on March 25, 2005.  As of September 30, 2016 and December 31, 2015, the Company had 400,000,000 shares of authorized common stock.

On August 4, 2014, the Board of Directors of the Company and the majority shareholders of the Company approved a reverse stock split of the outstanding shares of the Company's Common Stock, par value $0.001 per share (the "Common Stock"), at a ratio of 1-for-350 (the "Reverse Stock Split") effective at 5:00 p.m. EDT on August 15, 2014.  The Amendment was filed with the Secretary of State of Nevada on August 6, 2014, and took effect on August 15, 2014 at 5:00 p.m. EDT.  As a result of the reverse stock split, every 350 shares of the Company's old authorized common stock was converted into one share of the Company's new authorized common stock.  All references to common stock shares have been adjusted to reflect the results of the reverse stock split.

Global Fashion Technologies, Inc. during the fourth quarter, 2013 became involved in the manufacturing and global distribution of ladies apparel.  Trident Merchant Group, Inc. is a wholly owned subsidiary which provided "value added" strategic advisory services. During the second quarter, 2014 the Company formed Leading Edge Fashions, LLC of which it controls 51%.  The non-controlling interest is recorded in the stockholders' deficit section. Effective December 31, 2014 the Company's Board of Directors determined it was in the best interest of the Company to discontinue the operations of Leading Edge Fashions, LLC.

The Company created a new limited liability company, Pure361, LLC ("Pure361") in May 2015 for the purpose of operating the portion of the Company's business that is involved with the collection, rejuvenation and manufacturing of garments and other accessories for the uniform marketplace that serves the hospitality, food service, medical, manufacturing, education, military, transportation and other commercial uniform industries.  The Company owns 51% of Pure361.  Pure361 entered into a license agreement with Pure System International Ltd. ("Pure") the minority owner of Pure 361, related to potential future operations, in which Pure361 was granted the exclusive license to use certain licensed intellectual property related to the manufacturing of uniforms from recyclable waste. 

The Company created a new wholly owned subsidiary, Progressive Fashions Inc. ("PFI") in February 2016 for the purpose of designing, producing and marketing the EMME® Activewear Collection.  The Company has had no operations to date.

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

7

GLOBAL FASHION TECHNOLOGIES, INC. AND SUBSIDIARIES
(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)

Notes To Consolidated Financial Statements
September 30, 2016


NOTE 1 – DESCRIPTION OF BUSINESS (Continued)

Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto included in the Company's Report on Form 10-K filed on November 21, 2016 for the years ended December 31, 2015 and 2014.

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 $29,074,455 and $28,911,878 as of September 30, 2016 and December 31, 2015, respectively, that include losses of $162,577 and $19,132,725 for the nine months ended September 30, 2016 and year ended December 31, 2015, respectively. Consequently, the aforementioned items raise substantial doubt about the Company's ability to continue as a going concern.

The Company's ability to continue as a going concern is dependent upon its ability to repay or settle its current indebtedness, acquire an operating business and raise capital through equity and debt financing or other means on desirable terms. In September 2016, the Company deemed 600,000 shares of common stock as issuable in settlement of $785,764 of liabilities from discontinued operations. If the Company is unable to obtain additional funds when they are required or if the funds cannot be obtained on favorable terms, management may be required to restructure the Company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
 
The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary Trident Merchant Group, Inc., Leading Edge Fashion, LLC which is 51% owned, and Pure361, LLC which is 51% owned.  All significant intercompany accounts and transactions have been eliminated.
 
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.
 
 
8

GLOBAL FASHION TECHNOLOGIES, INC. AND SUBSIDIARIES
(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)

Notes To Consolidated Financial Statements
September 30, 2016
  
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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, seven years.

Revenue Recognition
 
Revenue for the women's fashion division is recognized at the point-of-sale for retail store sales, net of estimated customer returns. Revenue is recognized at the completion of a job or service for the consulting division. Revenue is presented on a net basis and does not include any tax assessed by a governmental or municipal authority. Payment for merchandise at stores and through the Company's direct-to-consumer channel is tendered by cash, check, credit card, debit card or gift card. Therefore, the Company's need to collect outstanding accounts receivable for its retail and direct-to-consumer channel is negligible and mainly results from returned checks or unauthorized credit card transactions. The Company maintains an allowance for doubtful accounts for its consulting service accounts receivable, which management reviews on a regular basis and believes is sufficient to cover potential credit losses and billing adjustments. Deposits for consulting services are recognized as a sale upon completion of service.
 
The Company accounts for a gift card transaction by recording a liability at the time the gift card is issued to the customer in exchange for consideration from the customer. A liability is established and remains on the Company's books until the card is redeemed by the customer, at which time the Company records the redemption of the card for merchandise as a sale or when it is determined the likelihood of redemption is remote, based on historical redemption patterns. Revenues attributable to gift card liabilities relieved after the likelihood of redemption becomes remote are included in sales and are not material.

Income Taxes
 
The Company accounts for income taxes pursuant to Accounting Standards Codification ("ASC") 740, Income Taxes, which utilizes the asset and liability method of computing deferred income taxes. The objective of this method is to establish deferred tax assets and liabilities for any temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.

ASC 740 also provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a "more-likely-than-not" recognition threshold at the effective date to be recognized. During the nine months ended September 30, 2016 and 2015 the Company recognized no adjustments for uncertain tax positions.
 
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were recognized at September 30, 2016 and 2015. The Company expects no material changes to unrecognized tax positions within the next twelve months.
 

9


GLOBAL FASHION TECHNOLOGIES, INC. AND SUBSIDIARIES
(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)

Notes To Consolidated Financial Statements
September 30, 2016
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company has not filed federal and state tax returns from inception through December 31, 2015. The tax periods since inception are open to examination by federal and state authorities.
 
Impairment or Disposal of Long-Lived Assets
 
ASC Topic 360 (formerly FASB issued Statement No. 144), "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144") clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business.  Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable.  When necessary, impaired assets are written down to their estimated fair value based on the best information available. 
  
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.

Fair Value

FASB ASC 820, Fair Value Measurements and Disclosures ("ASC 820") establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

Level 1Quoted market prices for identical assets or liabilities in active markets or observable inputs;
Level 2Significant other observable inputs that can be corroborated by observable market data; and
Level 3Significant unobservable inputs that cannot be corroborated by observable market data.

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

Earnings (Loss) per Share
 
In accordance with SFAS No. 128, "Earnings Per Share," the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding.  Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
 
 
10


GLOBAL FASHION TECHNOLOGIES, INC. AND SUBSIDIARIES
(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)

Notes To Consolidated Financial Statements
September 30, 2016
NOTE 3 – NOTES PAYABLE
 
Secured Note Payable

On November 25, 2014, the Company issued a secured 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 200,000 shares of common stock valued at $100,000, with interest accruing after March 29, 2016 at 12%.  The note is unpaid and in default after September 30, 2016.  The carrying value of this note, net of the $100,000 extension fee as of September 30, 2016 is $100,000, plus the accrued interest of $24,266.  The note and accrued interest was $110,000 as of December 31, 2015.  The extension fee was amortized ratably over the extension period of 180 days.

Unsecured Notes Payable 
 
Convertible Notes Payable
 
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 matures on August 8, 2016.  The note is currently unpaid and in default.  The note was also issued with a warrant for this investor to purchase 25,000 shares of common stock at $1.50 for a period of 2 years.  The balance of this note plus accrued interest totals $55,312 and $52,312 at September 30, 2016 and December 31, 2015, respectively.

NOTE 4 – CAPITAL STOCK
 Preferred Stock
 
The Company has designated a "Class B Convertible Preferred Stock" (the "Class B Preferred".  The number of authorized shares totals 1,000,000 and the par value is $.001 per share.  The Class B Preferred shareholders vote together with the common stock as a single class.  The holders of Class B Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock.  The holders of shares of Class B Preferred shall be entitled to 10,000 votes per share.  The Class B Preferred Stock will have the rights to liquidation as all classes of the Common Stock of the Company.  The Class B Preferred stock holders are entitled to receive non-cumulative dividends at the rate of 8% per annum, in preference and priority to any payment of any dividend on the common stock.  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
 
 
11

GLOBAL FASHION TECHNOLOGIES, INC. AND SUBSIDIARIES
(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)

Notes To Consolidated Financial Statements
September 30, 2016

 
NOTE 4 – CAPITAL STOCK (Continued)
holders of the Common Stock, the amount of $.035 per share plus any and all accrued but unpaid dividends.

During the fourth quarter of 2011, a total of 200,000 shares of the Series B Preferred Stock was issued to a related party for $7,500 of legal and accounting fees that the related party paid on behalf of the Company.

Common Stock

In April 2015, the Company issued 2.2 million shares of common stock and deemed 300,000 shares of common stock issuable in consideration for the settlement of $340,000 of outstanding payroll owed to two officers of the Company. The shares were valued at $1.25 per share, totaling $3,125,000. This issuance resulted in debt extinguishment costs of $2,785,000.  In the nine months ended September 30, 2016, the Company issued 192,500 shares of its common stock, reducing the shares issuable to the president of the Company from 300,000 shares to 107,500 shares.

In February 2016, the Company issued 50,000 shares of its common stock at a value of $1.00 per share for $50,000 to a board director for payment of services.

In March 2016, the Company issued 250,000 shares of its common stock at a value of $1.00 per share for $250,000 in payment for consulting services.  In addition, the Company granted a warrant to the consultant to purchase 250,000 shares of common stock at $0.50 per share for a period of two years.  The fair value of these warrants at the time they were granted was approximately $170,000 and was calculated using the Black-Scholes-Merton model.  The expense related to this stock option for the nine months ended September 30, 2016 was $56,658.

In March 2016, the Company issued 50,000 shares of its common stock at a value of $1.00 per share for $50,000 as payment for consulting services.

In the three month period ended March 31, 2016, the Company issued 200,000 shares of its common stock at a value of $.50 per share, the original principle of a note in the amount of $100,000, in conjunction with the extension of the terms of the note.  The $100,000 was amortized to interest expense over the six month extension period.

In March 2016, the Company issued 884,001 shares of its common stock at approximately $0.25 per share amounting to $223,232 to five individuals for monies received in 2015 from subscription agreements that were entered into with the Company in 2015.  106,001 shares remain issuable related to these subscription agreements as of September 30, 2016.

In April 2016, the Company issued 5,000 shares of common stock valued at $0.55 per share for $2,750 of consulting services.

In April 2016, the Company received a subscription receivable for 40,000 shares of common stock.
 

 
12

GLOBAL FASHION TECHNOLOGIES, INC. AND SUBSIDIARIES
(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)

Notes To Consolidated Financial Statements
September 30, 2016

 
NOTE 4 – CAPITAL STOCK (Continued)

As of December 31, 2014, the Company owed $785,764 to trade creditors of Leading Edge Fashion LLC, a discontinued operation which was controlled by the Company.  The Company paid the outstanding obligations on July 1, 2016 by agreeing to issue as full consideration for the amount owed the trade creditors.  The 600,000 shares of common stock were issuable as of September 30, 2016.

NOTE 5 – INCOME TAXES
 
The Company uses the liability method, whereby deferred taxes and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.  On September 30, 2016 and December 31, 2015, the Company has no tax liability.  The net deferred tax asset generated by the loss carryforward has been fully reserved.  The cumulative net operating loss carry-forward is approximately $13,000,000 at December 31, 2015, and will expire in the years 2026 through 2035.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

On March 15, 2015 the Company entered into a trademark license agreement with True Beauty, LLC which controls the trademark EMME.  EMME is a market pioneer and trusted voice of the "Full-Figured" market. Under this licensing agreement the Company will design, produce and market the EMME® Activewear Collection.  On April 13, 2016, the agreement was amended regarding the term and minimum royalties.

The additional minimum royalties are as follows:

Year
     
2016
 
$
100,000
 
2017
   
150,000
 
2018
   
250,000
 
2019
   
250,000
 
Total
 
$
750,000
 
 

The license agreement is renewable for five consecutive one year terms commencing on January 1, 2020 if the Company reaches seventy percent of its projected sales by September 30 of the previous year.

As of January 18, 2016, the Company is a party to one pending litigation matter entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent. The Company does not operate out of that premises and has never signed any leases or other documents with the plaintiff. Consequently, management believes there to be no legitimate cause of action against the Company. However, the Company is attempting to resolve the matter due to the relatively small amount in controversy. The unpaid rent being sought by the plaintiff is $26,595.

As of January 18, 2016, the Company has been named as a defendant in the matter of Patrick Kalashyan v. Avani Holdings, LLC & Global Fashion Technologies, Inc.  This litigation was initiated by the plaintiff to recover monies owed on a September 23, 2011 settlement agreement signed between the Plaintiff and Avani Holdings, LLC.  The Company is not party to this agreement and never completed purchase of Avani Holdings, LLC.  Consequently, management believes there is no legitimate cause of action against the Company.  The Company is vigorously defending its position in the lawsuit.  The amount being sought by the plaintiff is $150,000 plus interest.
 
 
13

GLOBAL FASHION TECHNOLOGIES, INC. AND SUBSIDIARIES
(f/k/a Premiere Opportunities Group, Inc. and Subsidiaries)

Notes To Consolidated Financial Statements
September 30, 2016

 
NOTE 7 – DISCONTINUED OPERATIONS

During 2014, the Company's Leading Edge Fashions, LLC retail businesses, of which it owned 51%, was classified as discontinued operations.  Based on the Company's strategy to allocate resources to its businesses relative to their growth potential and those with the greater right to win in the marketplace, the Company determined that this business did not align with the Company's long-term growth plans.
 
As of September 30, 2016 and December 31, 2015, $870,045 of current liabilities from discontinued operations includes $0 and $785,764 loan payable, respectively, and $84,281 accounts payable.  The loan payable was converted to common stock in July 2016, which resulted in a gain on the extinguishment of debt related to discontinued operations in the amount of $635,764.

NOTE 8 – RELATED PARTY TRANSACTIONS

In July through September 2016, the Company received $200,000 from its chief operating officer as a loan.  The Company also received $65,000 in September 2016 from the president of the Company as an advance.  The Company owed these executives of the Company advances totaling $282,789 and $115,633 at September 30, 2016 and December 31, 2015, respectively.

NOTE 9 - 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.  As of September 30, 2016, the Company had 250,000 options and 25,000 warrants outstanding.

NOTE 10 - SUBSEQUENT EVENTS
 
Management has evaluated the impact of events occurring after September 30, 2016 up to the date of the filing of these interim unaudited condensed consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation.
 
 
14

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

The following discussion is intended to assist you in understanding our business and the results of our operations.  It should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes that appear elsewhere in this report as well as our Report on Form 10K filed with the Securities and Exchange Commission for the period ending December 31, 2015.  Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements".  These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof.  We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  Any forward-looking statements represent management's best judgment as to what may occur in the future.  However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Company Overview

Global Fashion Technologies Inc. ("GFTI", 'We" or the "Company") is a development stage rejuvenation technology company which will be 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.  In addition, we will also be offering branded apparel into both online and brick and mortar environments.  This will initially be through a license we signed with EMME®, a former Ford Supermodel, for the purposes of marketing and manufacturing the EMME® brand of Activewear to the vastly under-served curvy/plus size market.

15


The Women's Apparel Segment

On March 15, 2015 the Company entered into a trademark license agreement with True Beauty, LLC which controls the trademark EMME® .  EMME® is a market pioneer and trusted voice of the "Full-Figured" market. Under this licensing agreement the Company will design, produce and market the EMME® Activewear Collection.  The Company created a new wholly-owned subsidiary, Progressive Fashions Inc. in February 2016 for the purpose of desgining, producing and marketing the EMME® Activewear Collection.

As of November 1, 2016, the Company has completed the design of the Spring 2017 line and has received quotes from contract manufacturers.  Samples for fitting have been requested from the selected vendors.  The Fall 2017 line concept has been created and is now ready to enter into design phase.

The Rejuvenated Uniform Segment

In April 2015, we entered into a joint venture and license agreement with Pure Systems International, Ltd. to produce and market garments and other accessories for the commercial uniform marketplace and other market verticals by utilizing Pure Systems International, Ltd.'s patented processes to up-cycle pre-consumer textile waste into reusable fiber of equal or better quality than the original fabric.  (the "Rejuvenated Fiber")

In May of 2015, the Company created a new limited liability company, Pure361, LLC ("Pure361") of which the Company owns 51% and Pure Systems International, Ltd. owns 49%.  Pure361 has the exclusive licensee to use Pure System International Ltd.'s patented Rejuvenated Fiber in conjunction with the commercial uniform marketplace and other market verticals.

The Rejuvenated Cardboard Segment

In conjunction with its focus on rejuvenated technologies, the Company is exploring the possibility of also manufacturing a rejuvenated cardboard product, and is in the early stages of exploring this potential opportunity.
16


Trident Merchant Group, Inc.

Trident Merchant Group, Inc. is an operating subsidiary which is a "value added" strategic advisory services company specializing in rendering expertise in the areas of capital planning and procurement, licensing and branding as well as financial engineering and restructuring of its client company's balance sheet and going public process.

Liquidity, Capital Resources and Material Changes in Financial Condition

As of September 30, 2016, our current assets were $60,008 as compared to $42,989 in current assets as of December 31, 2015.

As of September 30, 2016, our current liabilities were $817,256 as compared to $1,307,098 in current liabilities as of December 31, 2015.  This change in the Company's financial condition was primarily related to the receipt of advances from related parties of 265,000, the repayment of a related party advance of $97,844, extinguishment of debt of $785,764, an increase in accrued compensation of $108,000, and an increase in accounts payable and accrued interest of $20,766.

Net cash used in operating activities for the nine months ended September 30, 2016 was $160,137 compared to net cash used in operating activities for the nine months ended September 30, 2015 of $236,200.  Cash provided by or used by operating activities is driven by our net loss and adjusted by non-cash items as well as changes in operating assets and liabilities. Non-cash adjustments primarily include stock compensation expense and stock issued for services. The net loss from continuing operations for the nine months ended September 30, 2016 of $798,341 was essentially offset by these non-cash adjustments totaling $409,438. Changes in assets and liabilities provided an additional offset to the net loss of $228,766.

Net cash flows used in investing activities consisted of $0 in additions to property and equipment for the nine months ended September 30, 2016, compared to $2,650 for the nine months ended September 30, 2015.

Net cash used in financing activities of $167,156 for the nine month period ending September 30, 2016 was due to the receipt of related party advances totaling $265,000 offset by the repayment of a related party advance in the amount of $97,844.

We are currently dependent upon receiving loans from our shareholders. We expect to raise additional capital to continue moving the Company towards profitability.

The Company does not currently have any substantial revenues, and is reliant on its ability to raise additional capital to continue execution of its business plan to move the Company forward towards profitability.
 
 
17


Results of Operations for the Three Months Ended September 30, 2016 and 2015

The Company experienced a net loss from continuing operations of $200,228 in the three months ended September 30, 2016 compared to net loss from continuing operations of $272,516 in the three months ended September 30, 2015.  The change was due to an increase in consulting revenue of $18,750, a decrease in employee stock settlement costs of $200,000, an increase in consulting fees share expense of $21,258, an increase in failed acquisition costs paid in stock of $5,254, an increase in interest expense of $44,824, and an increase in general and administrative expense of $75,126 for the three months ended September 30, 2016 compared to the three months ended September 30, 2015.

The Company had income from discontinued operations of $635,764 for the three months ended September 30, 2016 compared to a loss from discontinued operations of $213 for the three months ended September 30, 2015.  The change was due to the extinguishment of debt in 2016 which resulted in a gain of $635,764 for the three months ended September 30, 2016.

General and administrative costs increased to $146,220 for the three months ended September 30, 2016 compared to $71,094 for the three months ended September 30, 2015. This increase of $75,126 is a result of an increase in accrued compensation of $36,000 as well as an increase in operating expenses of $39,126 from 2015 to 2016.

Interest expense was $51,500 and $6,676 for the three months ended September 30, 2016 and 2015, respectively.  The increase is due to an decrease in interest expense of $5,176 and an increase in the amortization of the extension fee of $50,000.

Results of Operations for the Nine Months Ended September 30, 2016 and 2015

The Company experienced a net loss from continuing operations of $798,341 in the nine months ended September 30, 2016 compared to net loss from continuing operations of $16,739,656 in the nine months ended September 30, 2015.  The change was due to an increase in consulting revenue of $14,750, a decrease in debt extinguishment costs of $11,250,034, a decrease in participation share compensation – related party of $1,514,060, an increase in consulting fees share and option expense of $270,155, a decrease in stock based compensation of $1,559,375, a decrease in failed acquisition costs paid in stock of $1,008,745, a decrease in failed acquisition costs paid in stock – related party of $923,520, an increase in interest expense of 97,238, and an increase in general and administrative expense of $161,776 for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015.

The Company had income from discontinued operations of $635,764 for the nine months ended September 30, 2016 compared to a loss from discontinued operations of $2,564,035 for the nine months ended September 30, 2015.  The change was due to the extinguishment of debt in 2016 which resulted in a gain of $635,764 for the nine months ended September 30, 2016.

General and administrative costs increased to $290,387 for the nine months ended September 30, 2016 compared to $128,611 for the nine months ended September 30, 2015. This increase of $161,776 is a result of an increase in operating expenses for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 of $53,776 and an increase in accrued compensation of $108,000.
 
 
18


Interest expense was $117,266 and $20,028 for the nine months ended September 30, 2016 and 2015, respectively.  The increase is due to an decrease in interest expense of $2,762 and an increase in the amortization of the extension fee of $100,000.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

The Company qualifies as a smaller reporting company as defined by §229.10(f)(1) and therefore is not required to provide the information required by this Item.

Item 4.     Controls and Procedures.

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

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2016.  Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  Such officer also confirmed that there was no change in our internal control over financial reporting during the nine month period ended September 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II -- OTHER INFORMATION

Item 1.     Legal Proceedings.

As of the date of this filing, the Company is a party to two pending litigation matters.  One matter is entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc.  This litigation was initiated by the plaintiff in order to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent.  GFTI 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 GFTI 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.
 
 
19


The second matter is entitled Patrick Kalashyan v. Avani Holdings, LLC & Global Fashion Technologies, Inc.  This litigation was initiated by the plaintiff to recover monies owed on a September 23, 2011 settlement agreement signed between the Plaintiff and Avani Holdings, LLC.  The Company was never a party to this agreement and never acquired Avani Holdings, LLC.  Consequently, there is no legitimate cause of action against the Company, and the Company is vigorously defending itself as it has no legal liability for a debt of Avani Holdings, LLC.  The amount being sought by the plaintiff is $150,000 plus interest.

Item 1A.     Risk Factors.

The Company qualifies as a smaller reporting company as defined by §229.10(f)(1) and therefore is not required to provide the information required by this Item.

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

All of the shares described above were issued by the Company in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(2). All of the purchasers of the unregistered securities were all known to us and our management, through pre-existing business relationships, as long standing business associates, friends, and employees.  All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with their purchases.  All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us.  All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

Item 3.     Defaults Upon Senior Securities.

The Company is in default with respect to a secured note payable that matured on September 30, 2016.  The balance of this note plus accrued interest totaled $124,266 as of September 30, 2016.

The Company is in default with respect to a note issued to a related party that matured on August 16, 2016.  The balance of this note plus accrued interest totaled $55,312 as of September 30, 2016.
 
 
20


Item 4.     Mine Safety Disclosures.

None.

Item 5.     Other Information.

For the period covered by this Form 10-Q, there was no information required to be disclosed in a report on Form 8-K that was not reported.  In addition, there were no material changes to the procedures by which security holders may recommend nominees to the Company's board of directors.

Item 6.     Exhibits.

Exhibit
Description
 
3.1
 
Articles of Incorporation*
3.2(i)
 
By-Laws*
3.2(ii)
 
First Amended and Restated By-Laws of Premiere Publishing Group, Inc. dated December 14, 2007**
31.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).***
32.1
 
Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002***
101
 
Interactive data files pursuant to Rule 405 of Regulation S-T.

*
Incorporated by reference to the Registration Statement filed with the Commission on November 29, 2005 (333-129977)
**
Incorporated by reference to Form 8-K filed with the Commission on December 12, 2007 (000-52047)
***
Filed herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
GLOBAL FASHION TECHNOLOGIES, INC.
     
 
By:
/s/ Christopher Giordano 
   
Christopher Giordano
 Date: December 12, 2016
 
President, Treasurer and Director
   
 Principal Executive Officer and
Principal Financial Officer
 
21

 
EX-31.1 2 ex311.htm
 
EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Christopher Giordano, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Global Fashion Technologies, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: December 12, 2016

By: /s/ CHRISTOPHER GIORDANO
Christoper Giordano
Principal Executive Officer and
Principal Financial Officer
EX-32.1 3 ex321.htm
 
EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report of Small Business Issuers of Global Fashion Technologies, Inc. (the Company) on Form 10-Q filed with the Securities and Exchange Commission on the date hereof (the Report), I, Christopher Giordano, Principal Executive Officer and Prinicpal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ CHRISTOPHER GIORDANO
Christopher Giordano
Principal Executive Officer and
Prinicpal Financial Officer

Date: December 12, 2016
EX-101.INS 4 gfti-20160930.xml XBRL INSTANCE DOCUMENT 0001338929 2011-10-01 2011-12-31 0001338929 2013-12-31 0001338929 2015-12-31 0001338929 us-gaap:SecuredDebtMember 2016-01-01 2016-09-30 0001338929 2014-12-31 0001338929 2014-08-01 2014-08-04 0001338929 2016-12-31 0001338929 2017-12-31 0001338929 2018-12-31 0001338929 2019-12-31 0001338929 us-gaap:PendingLitigationMember 2016-01-01 2016-01-18 0001338929 gfti:PendingLitigation2Member 2016-01-01 2016-01-18 0001338929 us-gaap:LoansPayableMember 2015-12-31 0001338929 us-gaap:LoansPayableMember 2016-09-30 0001338929 us-gaap:AccountsPayableMember 2015-12-31 0001338929 us-gaap:AccountsPayableMember 2016-09-30 0001338929 2015-01-01 2015-12-31 0001338929 us-gaap:OfficerMember 2015-04-01 2015-04-30 0001338929 us-gaap:OfficerMember 2015-04-30 0001338929 us-gaap:CommercialPaperMember 2016-01-01 2016-09-30 0001338929 us-gaap:CommercialPaperMember 2015-12-31 0001338929 gfti:SecuredDebt2Member 2015-12-31 0001338929 us-gaap:WarrantMember 2016-01-01 2016-09-30 0001338929 us-gaap:StockOptionMember 2016-01-01 2016-09-30 0001338929 2016-01-01 2016-09-30 0001338929 2016-09-30 0001338929 gfti:SecuredDebt2Member 2016-09-30 0001338929 us-gaap:CommercialPaperMember 2016-09-30 0001338929 us-gaap:OfficerMember 2016-01-01 2016-09-30 0001338929 us-gaap:OfficerMember 2016-09-30 0001338929 us-gaap:ServiceAgreementsMember 2016-01-01 2016-09-30 0001338929 us-gaap:CommonStockMember 2016-01-01 2016-09-30 0001338929 gfti:FiveIndividualsMember 2016-01-01 2016-09-30 0001338929 us-gaap:BoardOfDirectorsChairmanMember 2016-01-01 2016-02-29 0001338929 us-gaap:BoardOfDirectorsChairmanMember 2016-02-29 0001338929 us-gaap:ServiceAgreementsMember 2016-09-30 0001338929 gfti:ServiceAgreements1Member 2016-01-01 2016-09-30 0001338929 us-gaap:CommonStockMember 2016-09-30 0001338929 gfti:FiveIndividualsMember 2016-09-30 0001338929 2016-07-01 2016-09-30 0001338929 2015-07-01 2015-09-30 0001338929 us-gaap:CommonStockMember 2016-04-01 2016-04-30 0001338929 us-gaap:CommonStockMember 2016-04-30 0001338929 2015-01-01 2015-09-30 0001338929 2015-09-30 0001338929 2016-09-01 2016-09-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure 200000 2014-11-25 2015-08-01 100000 50000 0.10 0.08 52312 110000 100000 55312 2015-04-01 2016-08-08 default 1.00 7500 791319 40000 2200000 192500 250000 50000 50000 5000 870045 785764 0 84281 84281 84281 1 for 350 0.51 <div><div><div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">NOTE 3 &#8211; NOTES PAYABLE</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Secured Note Payable</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif; background-color: #ffffff; color: #000000">On November 25, 2014, the Company issued a secured promissory note to an individual in the amount of $100,000 at 10% interest and due on April 1, 2015.&#160; On April 1, 2016 the Company entered into a forbearance agreement.&#160; The Company was granted an extension of the note through September 30, 2016 in consideration of 200,000 shares of common stock valued at $100,000, with interest accruing after March 29, 2016 at 12%.&#160; The note is unpaid and in default after September 30, 2016.&#160; The carrying value of this note, net of the $100,000 extension fee as of September 30, 2016 is $100,000, plus the accrued interest of $24,266.&#160; The note and accrued interest was $110,000 as of December 31, 2015.&#160; The extension fee was amortized ratably over the extension period of 180 days.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Unsecured Notes Payable&#160;</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Convertible Notes Payable</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">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.&#160; The note bears an interest rate of 8% per annum and matures on August 8, 2016.&#160; The note is currently unpaid and in default.&#160; The note was also issued with a warrant for this investor to purchase 25,000 shares of common stock at $1.50 for a period of 2 years.&#160; <font style="font: 10pt Times New Roman, Times, serif; color: #000000">The balance of this note plus accrued interest totals $55,312 and $52,312 at September 30, 2016 and December 31, 2015, respectively.</font></div></div></div> 24766 200000 200000 <div><div><div style="line-height: 12.55pt"></div> <div style="text-align: left; font: 10pt/14.75pt Times New Roman, Times, serif; margin-bottom: 8pt">NOTE 4 &#8211; CAPITAL STOCK</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;<font style="font: italic 10pt Times New Roman, Times, serif">Preferred Stock</font></div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The Company has designated a "Class B Convertible Preferred Stock" (the "Class B Preferred".&#160;&#160;The number of authorized shares totals 1,000,000 and the par value is $.001 per share.&#160;&#160;The Class B Preferred shareholders vote together with the common stock as a single class.&#160;&#160;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.&#160;&#160;The holders of shares of Class B Preferred shall be entitled to 10,000 votes per share.&#160;&#160;The Class B Preferred Stock will have the rights to liquidation as all classes of the Common Stock of the Company.&#160;&#160;The Class B Preferred stock holders are entitled to receive non-cumulative dividends at the rate of 8% per annum, in preference and priority to any payment of any dividend on the common stock.&#160;&#160;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.&#160;&#160;In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Class B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock, the amount of $.035 per share plus any and all accrued but unpaid dividends.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">During the fourth quarter of 2011, a total of 200,000 shares of the Series B Preferred Stock was issued to a related party for $7,500 of legal and accounting fees that the related party paid on behalf of the Company.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: italic 10pt/12.55pt Times New Roman, Times, serif">Common Stock</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">In April 2015, the Company issued 2.2 million shares of common stock and deemed 300,000 shares of common stock issuable in consideration for the settlement of $340,000 of outstanding payroll owed to two officers of the Company. The shares were valued at $1.25 per share, totaling $3,125,000. This issuance resulted in debt extinguishment costs of $2,785,000.&#160; In the nine months ended September 30, 2016, the Company issued 192,500 shares of its common stock, reducing the shares issuable to the president of the Company from 300,000 shares to 107,500 shares.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">In February 2016, the Company issued 50,000 shares of its common stock at a value of $1.00 per share for $50,000 to a board director for payment of services.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">In March 2016, the Company issued 250,000 shares of its common stock at a value of $1.00 per share for $250,000 in payment for consulting services.&#160; In addition, the Company granted a warrant to the consultant to purchase 250,000 shares of common stock at $0.50 per share for a period of two years.&#160; The fair value of these warrants at the time they were granted was approximately $170,000 and was calculated using the Black-Scholes-Merton model.&#160; The expense related to this stock option for the nine months ended September 30, 2016 was $56,658.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">In March 2016, the Company issued 50,000 shares of its common stock at a value of $1.00 per share for $50,000 as payment for consulting services.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">In the three month period ended March 31, 2016, the Company issued 200,000 shares of its common stock at a value of $.50 per share, the original principle of a note<font style="font: 10pt Times New Roman, Times, serif; color: #000000"> in the amount of $100,000, in conjunction with the extension of the terms of the note.&#160; The $100,000 was amortized to interest expense over the six month extension period.</font></div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">In March 2016, the Company issued<font style="font: 10pt Times New Roman, Times, serif; color: #000000"> 884,001 </font>shares of its common stock at approximately $0.25 per share amounting to $223,232<font style="font: 10pt Times New Roman, Times, serif; color: #000000"> to five individuals for monies received in 2015 from subscription agreements that were entered into with the Company in 2015.&#160; 106,001 shares remain issuable related to these subscription agreements as of September 30, 2016.</font></div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif; color: #000000">In April 2016, the Company issued 5,000 shares of common stock valued at $0.55 per share for $2,750 of consulting services.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif; color: #000000">In April 2016, the Company received a subscription receivable for 40,000 shares of common stock.</div> <div style="line-height: 12.55pt">&#160;<br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif; background-color: #ffffff; color: #000000">As of December 31, 2014, the Company owed $785,764 to trade creditors of Leading Edge Fashion LLC, a discontinued operation which was controlled by the Company.&#160; The Company paid the outstanding obligations on July 1, 2016 by agreeing to issue as full consideration for the amount owed the trade creditors.&#160; The 600,000 shares of common stock were issuable as of September 30, 2016.</div></div></div> <div><div><div style="line-height: 12.55pt"></div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">NOTE 5 &#8211; INCOME TAXES</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The Company uses the liability method, whereby deferred taxes and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.&#160; On September 30, 2016 and December 31, 2015, the Company has no tax liability.&#160; <font style="font: 10pt Times New Roman, Times, serif; color: #000000">The net deferred tax asset generated by the loss carryforward has been fully reserved.&#160; The cumulative net operating loss carry-forward is approximately $13,000,000 at December 31, 2015, and will expire in the years 2026 through 2035.</font></div></div></div> <div><div><div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">NOTE 6 &#8211; COMMITMENTS AND CONTINGENCIES</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif; color: #000000">On March 15, 2015 the Company entered into a trademark license agreement with True Beauty, LLC which controls the trademark EMME.&#160; EMME is a market pioneer and trusted voice of the "Full-Figured" market. Under this licensing agreement the Company will design, produce and market the EMME&#174; Activewear Collection.&#160; On April 13, 2016, the agreement was amended regarding the term and minimum royalties.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif; color: #000000">The additional minimum royalties are as follows:</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <table cellpadding="0" cellspacing="0" id="za56c05028b5944148e7058aa4555166d" style="width: 100%; font: 10pt Times New Roman, Times, serif"> <tr> <td style="vertical-align: bottom; vertical-align: bottom"> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">Year</div></td> <td style="vertical-align: bottom; vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; vertical-align: top">&#160;</td> <td nowrap="nowrap" style="vertical-align: bottom; text-align: left; vertical-align: bottom">&#160;</td></tr> <tr> <td style="vertical-align: bottom; background-color: #cceeff; width: 88%; vertical-align: bottom"> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">2016</div></td> <td style="vertical-align: bottom; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom"> <div style="font: 10pt/12.55pt Times New Roman, Times, serif">$</div></td> <td style="vertical-align: bottom; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom"> <div style="font: 10pt/12.55pt Times New Roman, Times, serif">100,000</div></td> <td nowrap="nowrap" style="vertical-align: bottom; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td></tr> <tr> <td style="vertical-align: bottom; background-color: #ffffff; width: 88%; vertical-align: bottom"> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">2017</div></td> <td style="vertical-align: bottom; background-color: #ffffff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom"> <div style="font: 10pt/12.55pt Times New Roman, Times, serif">150,000</div></td> <td nowrap="nowrap" style="vertical-align: bottom; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom">&#160;</td></tr> <tr> <td style="vertical-align: bottom; background-color: #cceeff; width: 88%; vertical-align: bottom"> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">2018</div></td> <td style="vertical-align: bottom; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom"> <div style="font: 10pt/12.55pt Times New Roman, Times, serif">250,000</div></td> <td nowrap="nowrap" style="vertical-align: bottom; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td></tr> <tr> <td style="vertical-align: bottom; padding-bottom: 2px; background-color: #ffffff; width: 88%; vertical-align: bottom"> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">2019</div></td> <td style="vertical-align: bottom; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom"> <div style="font: 10pt/12.55pt Times New Roman, Times, serif">250,000</div></td> <td nowrap="nowrap" style="vertical-align: bottom; text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom">&#160;</td></tr> <tr> <td style="vertical-align: bottom; padding-bottom: 4px; background-color: #cceeff; width: 88%; vertical-align: bottom"> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">Total</div></td> <td style="vertical-align: bottom; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom"> <div style="font: 10pt/12.55pt Times New Roman, Times, serif">$</div></td> <td style="vertical-align: bottom; border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom"> <div style="font: 10pt/12.55pt Times New Roman, Times, serif">750,000</div></td> <td nowrap="nowrap" style="vertical-align: bottom; text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td></tr> </table> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif; text-indent: 27.35pt; color: #000000">&#160;</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif; color: #000000">The license agreement is renewable for five consecutive one year terms commencing on January 1, 2020 if the Company reaches seventy percent of its projected sales by September 30 of the previous year.</div> <div style="line-height: 14.4pt; background-color: #ffffff"> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif; color: #000000">As of January 18, 2016, the Company is a party to one pending litigation matter entitled Randazzo LLC v. Avani Holdings LLC &#38; Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent. The Company does not operate out of that premises and has never signed any leases or other documents with the plaintiff. Consequently, management believes there to be no legitimate cause of action against the Company. However, the Company is attempting to resolve the matter due to the relatively small amount in controversy. The unpaid rent being sought by the plaintiff is $26,595.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif; color: #000000">As of January 18, 2016, the Company has been named as a defendant in the matter of Patrick Kalashyan v. Avani Holdings, LLC &#38; Global Fashion Technologies, Inc.&#160; This litigation was initiated by the plaintiff to recover monies owed on a September 23, 2011 settlement agreement signed between the Plaintiff and Avani Holdings, LLC.&#160; The Company is not party to this agreement and never completed purchase of Avani Holdings, LLC.&#160; Consequently, management believes there is no legitimate cause of action against the Company.&#160; The Company is vigorously defending its position in the lawsuit.&#160; The amount being sought by the plaintiff is $150,000 plus interest.</div></div></div></div> 750000 100000 150000 250000 250000 1/18/2016 1/18/2016 <div><div style="text-align: justify; line-height: 15pt; margin-bottom: 10pt"><div style="text-align: center; font: 10pt/12.55pt Times New Roman, Times, serif; color: #000000"><div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">unpaid rent</div></div></div></div> <div><div style="text-align: justify; line-height: 15pt; margin-bottom: 10pt"><div style="text-align: center; font: 10pt/12.55pt Times New Roman, Times, serif; color: #000000"><div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">debt of Avani Holdings, LLC.</div></div></div></div> 26595 150000 <div><div><div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">NOTE 7 &#8211; DISCONTINUED OPERATIONS</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="line-height: 14.4pt; background-color: #ffffff"> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif; color: #000000">During 2014, the Company's Leading Edge Fashions, LLC retail businesses, of which it owned 51%, was classified as discontinued operations.&#160;&#160;Based on the Company's strategy to allocate resources to its businesses relative to their growth potential and those with the greater right to win in the marketplace, the Company determined that this business did not align with the Company's long-term growth plans.</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif; color: #000000">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif; color: #000000">As of September 30, 2016 and December 31, 2015, $870,045 of current liabilities from discontinued operations includes $0 and $785,764 loan payable, respectively, and $84,281 accounts payable.&#160; The loan payable was converted to common stock in July 2016, which resulted in a gain on the extinguishment of debt related to discontinued operations in the amount of $635,764.</div></div></div></div> <div><div><div style="line-height: 12.55pt"></div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">NOTE 8 &#8211; RELATED PARTY TRANSACTIONS</div> <div style="line-height: 14.75pt"><br style="line-height: 14.75pt" /></div> <div style="text-align: justify; font: 10pt/14.75pt Times New Roman, Times, serif; color: #000000">In July through September 2016, the Company received $200,000 from its chief operating officer as a loan.&#160; The Company also received $65,000 in September 2016 from the president of the Company as an advance.&#160; The Company owed these executives of the Company advances totaling $282,789 and $115,633 at September 30, 2016 and December 31, 2015, respectively.</div> </div></div> 3125000 250000 50000 50000 2750 1.25 1.00 1.00 .50 0.25 0.55 100000 100000 <div><div><div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">NOTE 1 &#8211; DESCRIPTION OF BUSINESS</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">Global Fashion Technologies, Inc. ("the Company") was incorporated in Nevada on March 25, 2005.&#160; As of September 30, 2016 and December 31, 2015, the Company had 400,000,000 shares of authorized common stock.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">On August 4, 2014, the Board of Directors of the Company and the majority shareholders of the Company approved a reverse stock split of the outstanding shares of the Company's Common Stock, par value $0.001 per share (the "Common Stock"), at a ratio of 1-for-350 (the "Reverse Stock Split") effective at 5:00 p.m. EDT on August 15, 2014.&#160; The Amendment was filed with the Secretary of State of Nevada on August 6, 2014, and took effect on August 15, 2014 at 5:00 p.m. EDT.&#160; As a result of the reverse stock split, every 350 shares of the Company's old authorized common stock was converted into one share of the Company's new authorized common stock.&#160; All references to common stock shares have been adjusted to reflect the results of the reverse stock split.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">Global Fashion Technologies, Inc. during the fourth quarter, 2013 became involved in the manufacturing and global distribution of ladies apparel.&#160; Trident Merchant Group, Inc. is a wholly owned subsidiary which provided "value added" strategic advisory services. During the second quarter, 2014 the Company formed Leading Edge Fashions, LLC of which it controls 51%.&#160; The non-controlling interest is recorded in the stockholders' deficit section. Effective December 31, 2014 the Company's Board of Directors determined it was in the best interest of the Company to discontinue the operations of Leading Edge Fashions, LLC.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The Company created a new limited liability company, Pure361, LLC ("Pure361") in May 2015 for the purpose of operating the portion of the Company's business that is involved with the collection, rejuvenation and manufacturing of garments and other accessories for the uniform marketplace that serves the hospitality, food service, medical, manufacturing, education, military, transportation and other commercial uniform industries.&#160; The Company owns 51% of Pure361.&#160; Pure361 entered into a license agreement with Pure System International Ltd. ("Pure") the minority owner of Pure 361, related to potential future operations, in which Pure361 was granted the exclusive license to use certain licensed intellectual property related to the manufacturing of uniforms from recyclable waste.&#160;</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The Company created a new wholly owned subsidiary, Progressive Fashions Inc. ("PFI") in February 2016 for the purpose of designing, producing and marketing the EMME&#174; Activewear Collection.&#160; The Company has had no operations to date.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Basis of Presentation: Unaudited Interim Financial Information</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period.</div> <div style="text-align: justify; font: bold 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto included in the Company's Report on Form 10-K filed on November 21, 2016 for the years ended December 31, 2015 and 2014.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Going Concern</div> <div style="text-align: justify; line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">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 $29,074,455 and $28,911,878 as of September 30, 2016 and December 31, 2015, respectively, that include losses of $162,577 and $19,132,725 for the nine months ended September 30, 2016 and year ended December 31, 2015, respectively. Consequently, the aforementioned items raise substantial doubt about the Company's ability to continue as a going concern.</div> <div style="text-align: justify; line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The Company's ability to continue as a going concern is dependent upon its ability to repay or settle its current indebtedness, acquire an operating business and raise capital through equity and debt financing or other means on desirable terms. In September 2016, the Company deemed 600,000 shares of common stock as issuable in settlement of $785,764 of liabilities from discontinued operations. 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.</div></div></div> <div><div><div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">NOTE 2 &#8211; SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Principles of Consolidation</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary Trident Merchant Group, Inc., Leading Edge Fashion, LLC which is 51% owned, and Pure361, LLC which is 51% owned.&#160; All significant intercompany accounts and transactions have been eliminated.</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: italic 10pt/12.55pt Times New Roman, Times, serif">Reclassifications</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">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).</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Cash and Cash Equivalents</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">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.</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;<br style="line-height: 12.55pt" /></div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Equipment</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">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, seven years.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Revenue Recognition</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">Revenue for the women's fashion division is recognized at the point-of-sale for retail store sales, net of estimated customer returns. Revenue is recognized at the completion of a job or service for the consulting division. Revenue is presented on a net basis and does not include any tax assessed by a governmental or municipal authority. Payment for merchandise at stores and through the Company's direct-to-consumer channel is tendered by cash, check, credit card, debit card or gift card. Therefore, the Company's need to collect outstanding accounts receivable for its retail and direct-to-consumer channel is negligible and mainly results from returned checks or unauthorized credit card transactions. The Company maintains an allowance for doubtful accounts for its consulting service accounts receivable, which management reviews on a regular basis and believes is sufficient to cover potential credit losses and billing adjustments. Deposits for consulting services are recognized as a sale upon completion of service.</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The Company accounts for a gift card transaction by recording a liability at the time the gift card is issued to the customer in exchange for consideration from the customer. A liability is established and remains on the Company's books until the card is redeemed by the customer, at which time the Company records the redemption of the card for merchandise as a sale or when it is determined the likelihood of redemption is remote, based on historical redemption patterns. Revenues attributable to gift card liabilities relieved after the likelihood of redemption becomes remote are included in sales and are not material.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Income Taxes</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The Company accounts for income taxes pursuant to <font style="font: italic 10pt Times New Roman, Times, serif">Accounting Standards Codification</font> ("ASC") 740, <font style="font: italic 10pt Times New Roman, Times, serif">Income Taxes, </font>which utilizes the asset and liability method of computing deferred income taxes. The objective of this method is to establish deferred tax assets and liabilities for any temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">ASC 740 also provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a "more-likely-than-not" recognition threshold at the effective date to be recognized. During the nine months ended September 30, 2016 and 2015 the Company recognized no adjustments for uncertain tax positions.</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were recognized at September 30, 2016 and 2015. The Company expects no material changes to unrecognized tax positions within the next twelve months.</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The Company has not filed federal and state tax returns from inception through December 31, 2015. The tax periods since inception are open to examination by federal and state authorities.</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Impairment or Disposal of Long-Lived Assets</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">ASC Topic 360 (formerly FASB issued Statement No. 144), "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144") clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business.&#160; Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable.&#160; When necessary, impaired assets are written down to their estimated fair value based on the best information available.&#160;</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;&#160;</div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Use of Accounting Estimates</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">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.&#160; Actual results could differ from those estimates.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Fair Value</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">FASB ASC 820, <font style="font: italic 10pt Times New Roman, Times, serif">Fair Value Measurements and Disclosure</font>s ("ASC 820") establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following nine categories:</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">Level 1<font style="font: italic 10pt Times New Roman, Times, serif">&#8212;</font>Quoted market prices for identical assets or liabilities in active markets or observable inputs;</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">Level 2<font style="font: italic 10pt Times New Roman, Times, serif">&#8212;</font>Significant other observable inputs that can be corroborated by observable market data; and</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">Level 3<font style="font: italic 10pt Times New Roman, Times, serif">&#8212;</font>Significant unobservable inputs that cannot be corroborated by observable market data.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The carrying amounts of cash, accounts receivable, accrued compensation, accounts payable and other liabilities, accrued interest payable, and short-term portion of notes payable approximate fair value because of the short-term nature of these items.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Earnings (Loss) per Share</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">In accordance with SFAS No. 128, "Earnings Per Share," the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding.&#160; Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div></div></div> <div><div><div style="line-height: 14.75pt"></div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">NOTE 9 - NET LOSS PER SHARE</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif; text-indent: -18pt; margin-left: 18pt">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">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.&#160; As of September 30, 2016, the Company had 250,000 options and 25,000 warrants outstanding.</div></div></div> 25000 250000 1.25 0.50 1377667 300000 901166 107500 106001 2785000 11250034 <div><div><div style="line-height: 12.55pt"></div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Revenue Recognition</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">Revenue for the women's fashion division is recognized at the point-of-sale for retail store sales, net of estimated customer returns. Revenue is recognized at the completion of a job or service for the consulting division. Revenue is presented on a net basis and does not include any tax assessed by a governmental or municipal authority. Payment for merchandise at stores and through the Company's direct-to-consumer channel is tendered by cash, check, credit card, debit card or gift card. Therefore, the Company's need to collect outstanding accounts receivable for its retail and direct-to-consumer channel is negligible and mainly results from returned checks or unauthorized credit card transactions. The Company maintains an allowance for doubtful accounts for its consulting service accounts receivable, which management reviews on a regular basis and believes is sufficient to cover potential credit losses and billing adjustments. Deposits for consulting services are recognized as a sale upon completion of service.</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The Company accounts for a gift card transaction by recording a liability at the time the gift card is issued to the customer in exchange for consideration from the customer. A liability is established and remains on the Company's books until the card is redeemed by the customer, at which time the Company records the redemption of the card for merchandise as a sale or when it is determined the likelihood of redemption is remote, based on historical redemption patterns. Revenues attributable to gift card liabilities relieved after the likelihood of redemption becomes remote are included in sales and are not material.</div></div></div> <div><div><div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Income Taxes</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The Company accounts for income taxes pursuant to <font style="font: italic 10pt Times New Roman, Times, serif">Accounting Standards Codification</font> ("ASC") 740, <font style="font: italic 10pt Times New Roman, Times, serif">Income Taxes, </font>which utilizes the asset and liability method of computing deferred income taxes. The objective of this method is to establish deferred tax assets and liabilities for any temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">ASC 740 also provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a "more-likely-than-not" recognition threshold at the effective date to be recognized. During the nine months ended September 30, 2016 and 2015 the Company recognized no adjustments for uncertain tax positions.</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were recognized at September 30, 2016 and 2015. The Company expects no material changes to unrecognized tax positions within the next twelve months.</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The Company has not filed federal and state tax returns from inception through December 31, 2015. The tax periods since inception are open to examination by federal and state authorities.</div></div></div> <div><div><div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Impairment or Disposal of Long-Lived Assets</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">ASC Topic 360 (formerly FASB issued Statement No. 144), "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144") clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business.&#160; Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable.&#160; When necessary, impaired assets are written down to their estimated fair value based on the best information available.&#160;</div></div></div> <div><div><div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Use of Accounting Estimates</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">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.&#160; Actual results could differ from those estimates.</div></div></div> <div><div><div style="line-height: 12.55pt"></div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Fair Value</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">FASB ASC 820, <font style="font: italic 10pt Times New Roman, Times, serif">Fair Value Measurements and Disclosure</font>s ("ASC 820") establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">Level 1<font style="font: italic 10pt Times New Roman, Times, serif">&#8212;</font>Quoted market prices for identical assets or liabilities in active markets or observable inputs;</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">Level 2<font style="font: italic 10pt Times New Roman, Times, serif">&#8212;</font>Significant other observable inputs that can be corroborated by observable market data; and</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">Level 3<font style="font: italic 10pt Times New Roman, Times, serif">&#8212;</font>Significant unobservable inputs that cannot be corroborated by observable market data.</div> <div style="line-height: 12.55pt"><br style="line-height: 12.55pt" /></div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">The carrying amounts of cash, accounts receivable, accrued compensation, accounts payable and other liabilities, accrued interest payable, and short-term portion of notes payable approximate fair value because of the short-term nature of these items.</div></div></div> <div><div><div style="line-height: 12.55pt"></div> <div style="text-align: left; font: italic 10pt/12.55pt Times New Roman, Times, serif">Earnings (Loss) per Share</div> <div style="text-align: left; font: 10pt/12.55pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/12.55pt Times New Roman, Times, serif">In accordance with SFAS No. 128, "Earnings Per Share," the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding.&#160; Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.</div></div></div> 0.35 340000 25000 250000 Global Fashion Technologies, Inc. 0001338929 10-Q 2016-09-30 false --12-31 No No Yes Smaller Reporting Company Q3 2016 19209161 32989 755 40008 2188 359438 56658 89283 600000 785764 <div><div><div style="line-height: 14.4pt; background-color: #ffffff"><div style="text-align: justify; font: 10pt/11.4pt Times New Roman, Times, serif; color: #000000">Principles of Consolidation</div> <div style="text-align: justify; font: 10pt/11.4pt Times New Roman, Times, serif; color: #000000">&#160;</div> <div style="text-align: justify; font: 10pt/11.4pt Times New Roman, Times, serif; color: #000000">The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, Trident Merchant Group, Inc., Leading Edge Fashion, LLC which is 51% owned, and Pure361, LLC which is 51% owned.&#160; All significant intercompany accounts and transactions have been eliminated.</div></div></div></div> <div><div><div style="line-height: 14.4pt; background-color: #ffffff"><div style="text-align: justify; font: 10pt/11.4pt Times New Roman, Times, serif; color: #000000">Reclassifications</div> <div style="text-align: justify; line-height: 11.4pt"><br style="line-height: 11.4pt" /></div> <div style="text-align: justify; font: 10pt/11.4pt Times New Roman, Times, serif; color: #000000">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).</div></div></div></div> <div style="line-height: 14.4pt; background-color: #ffffff"><div style="text-align: justify; font: 10pt/11.4pt Times New Roman, Times, serif; color: #000000">Cash and Cash Equivalents</div> <div style="text-align: justify; font: 10pt/11.4pt Times New Roman, Times, serif; color: #000000">&#160;</div> <div style="text-align: justify; font: 10pt/11.4pt Times New Roman, Times, serif; color: #000000">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.</div> <div style="text-align: justify; font: 10pt/11.4pt Times New Roman, Times, serif; color: #000000">&#160;&#160;</div></div> <div><div><div style="line-height: 14.4pt; background-color: #ffffff"><div style="text-align: justify; font: 10pt/11.4pt Times New Roman, Times, serif; color: #000000">Equipment</div> <div style="text-align: justify; font: 10pt/11.4pt Times New Roman, Times, serif; color: #000000">&#160;</div> <div style="text-align: justify; font: 10pt/11.4pt Times New Roman, Times, serif; color: #000000">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, seven years.</div></div></div></div> 0.12 10,000 votes per share 0.08 170000 884001 223232 13000000 <p style="margin: 0pt">&#160;</p> <table cellpadding="0" cellspacing="0" id="z7e0dc17c39204c5c9709e9d8c696b704" style="width: 100%; font: 10pt Times New Roman, Times, serif"> <tr> <td style="vertical-align: bottom; vertical-align: bottom"> <div style="text-align: left; font: 10pt/11.4pt Times New Roman, Times, serif">Year</div></td> <td style="vertical-align: bottom; vertical-align: bottom">&#160;</td> <td colspan="2" style="vertical-align: bottom; vertical-align: top">&#160;</td> <td nowrap="nowrap" style="vertical-align: bottom; text-align: left; vertical-align: bottom">&#160;</td></tr> <tr> <td style="vertical-align: bottom; background-color: #cceeff; width: 88%; vertical-align: bottom"> <div style="text-align: left; font: 10pt/11.4pt Times New Roman, Times, serif">2016</div></td> <td style="vertical-align: bottom; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom"> <div style="font: 10pt/11.4pt Times New Roman, Times, serif">$</div></td> <td style="vertical-align: bottom; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom"> <div style="font: 10pt/11.4pt Times New Roman, Times, serif">100,000</div></td> <td nowrap="nowrap" style="vertical-align: bottom; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td></tr> <tr> <td style="vertical-align: bottom; background-color: #ffffff; width: 88%; vertical-align: bottom"> <div style="text-align: left; font: 10pt/11.4pt Times New Roman, Times, serif">2017</div></td> <td style="vertical-align: bottom; background-color: #ffffff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom"> <div style="font: 10pt/11.4pt Times New Roman, Times, serif">150,000</div></td> <td nowrap="nowrap" style="vertical-align: bottom; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom">&#160;</td></tr> <tr> <td style="vertical-align: bottom; background-color: #cceeff; width: 88%; vertical-align: bottom"> <div style="text-align: left; font: 10pt/11.4pt Times New Roman, Times, serif">2018</div></td> <td style="vertical-align: bottom; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom"> <div style="font: 10pt/11.4pt Times New Roman, Times, serif">250,000</div></td> <td nowrap="nowrap" style="vertical-align: bottom; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td></tr> <tr> <td style="vertical-align: bottom; padding-bottom: 2px; background-color: #ffffff; width: 88%; vertical-align: bottom"> <div style="text-align: left; font: 10pt/11.4pt Times New Roman, Times, serif">2019</div></td> <td style="vertical-align: bottom; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom"> <div style="font: 10pt/11.4pt Times New Roman, Times, serif">250,000</div></td> <td nowrap="nowrap" style="vertical-align: bottom; text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom">&#160;</td></tr> <tr> <td style="vertical-align: bottom; padding-bottom: 4px; background-color: #cceeff; width: 88%; vertical-align: bottom"> <div style="text-align: left; font: 10pt/11.4pt Times New Roman, Times, serif">Total</div></td> <td style="vertical-align: bottom; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td> <td style="vertical-align: bottom; border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom"> <div style="font: 10pt/11.4pt Times New Roman, Times, serif">$</div></td> <td style="vertical-align: bottom; border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom"> <div style="font: 10pt/11.4pt Times New Roman, Times, serif">750,000</div></td> <td nowrap="nowrap" style="vertical-align: bottom; text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom">&#160;</td></tr> </table> <p style="margin: 0pt"></p> 0.15 <div><div><div style="line-height: 12.55pt"></div> <div style="text-align: left; font: 10pt/14.75pt Times New Roman, Times, serif">NOTE 10 - SUBSEQUENT EVENTS</div> <div style="text-align: left; font: 10pt/14.75pt Times New Roman, Times, serif">&#160;</div> <div style="text-align: justify; font: 10pt/14.75pt Times New Roman, Times, serif">Management has evaluated the impact of events occurring after September 30, 2016 up to the date of the filing of these interim unaudited condensed consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation.</div></div></div> 10000 20000 42989 60008 45241 62260 51108 54608 108000 216000 110000 124266 52312 55312 115633 282789 1307098 817256 200 200 18915 20110 27630906 28299149 -28911878 -29074455 -1261857 -754991 45241 62260 2252 2252 0.001 0.001 1000000 1000000 200000 200000 200000 200000 0.001 0.001 400000000 400000000 17537660 19209161 17537660 19209161 -162577 -19303691 -635764 2564035 931306 18750 18750 4000 290387 146220 71094 128611 1514060 359438 21258 89283 50000 1609375 -5254 1008745 923520 699825 167478 265840 16723628 117266 51500 6676 20028 -117266 -51500 -6676 -20028 -798341 -200228 -272516 -16739656 -798341 -200228 -272516 -16739656 635764 635764 -213 -2564035 -19132725 -162577 435536 -272729 -19303691 -0.04 -0.02 -0.02 -1.39 0.03 0.03 -0.00 -0.21 -0.01 0.02 -0.02 -1.60 18683965 19209161 17354958 12045534 200000 200000 -681075 -148728 -265840 -16719628 968750 -18750 3500 -52844 225266 20028 -160137 -236200 2650 -2650 265000 18937 97844 26654 198000 167156 240283 7019 1433 50000 635764 200000 65000 EX-101.SCH 5 gfti-20160930.xsd XBRL TAXONOMY EXTENSION SCHEMA 00000001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - Consolidated Statements of Operations link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 00000006 - Disclosure - Description of Business link:presentationLink link:calculationLink link:definitionLink 00000007 - Disclosure - Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 00000008 - Disclosure - Notes Payable link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - Capital Stock link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - Luminx Holdings, Inc. link:presentationLink link:calculationLink link:definitionLink 00000012 - Disclosure - Operating Segments link:presentationLink link:calculationLink link:definitionLink 00000013 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 00000014 - Disclosure - Discontinued Operations link:presentationLink link:calculationLink link:definitionLink 00000015 - Disclosure - Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 00000016 - Disclosure - Net Loss Per Share link:presentationLink link:calculationLink link:definitionLink 00000017 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 00000018 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 00000019 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 00000020 - Disclosure - Commitments and Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 00000021 - Disclosure - Net Loss Per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 00000022 - Disclosure - Description of Business (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000023 - Disclosure - Going Concern (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000024 - Disclosure - Notes Payable (Details) link:presentationLink link:calculationLink link:definitionLink 00000025 - Disclosure - Capital Stock (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000026 - Disclosure - Income Taxes (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000027 - Disclosure - Income Taxes - Deferred Tax Asset (Details) link:presentationLink link:calculationLink link:definitionLink 00000028 - Disclosure - Income Taxes - Tax Benefit (Details) link:presentationLink link:calculationLink link:definitionLink 00000029 - Disclosure - Commitments and Contingencies - Minimum Royalties (Details) link:presentationLink link:calculationLink link:definitionLink 00000030 - Disclosure - Commitments and Contingencies (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000031 - Disclosure - Discontinued Opeartions - Leading Edge Fashions, LLC (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000032 - Disclosure - Discontinued Operations (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000033 - Disclosure - Related Party Transactions (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000034 - Disclosure - Net Loss Per Share (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 6 gfti-20160930_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 7 gfti-20160930_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 8 gfti-20160930_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE Secured Promissory Note Debt Instrument [Axis] Pending Litigation #1 [Member] Litigation Status [Axis] Pending Litigation #2 [Member] Loan Payable [Member] Disposal Group Name [Axis] Accounts Payable [Member] Officers [Member] Shareholders Equity Class [Axis] Related Party [Member] Related Party Transaction [Axis] Director[Member] Shareholders Equity Class [Axis] Five Individuals [Member] Five individuals [Member] Promissory Note [Member] Secured Promissory Note Warrants [Member] Antidilutive Securities [Axis] Options [Member] Convertible notes payable[Member] Contingently issuable shares[Member] Board of Director [Member] Shareholders' Equity Class [Axis] Consulting Services [Member] Common Stock [Member] Five Individuals Member] Consulting Services Additional [Member] Document And Entity Information Entity Registrant Name Entity Central Index Key Document Type Document Period End Date Amendment Flag Current Fiscal Year End Date Is Entity a Well-known Seasoned Issuer? Is Entity a Voluntary Filer? Is Entity's Reporting Status Current? Entity Filer Category Entity Public Float Entity Common Stock, Shares Outstanding Document Fiscal Period Focus Document Fiscal Year Focus Statement of Financial Position [Abstract] ASSETS Current assets: Cash Subscription receivable Total current assets Property and equipment Total assets LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable Accrued compensation Secured note and accrued interest payable Convertible notes and accrued interest, Advances from related party Current liabilities from discontinued operations Total current liabilities Commitments and contingencies Stockholders' deficit Preferred stock $0.001 par value, 1,000,000 shares authorized, 200,000 shares issued and outstanding Common stock $0.001 par value, 400,000,000 shares authorized, 19,209,161 and 17,537,660 shares issued and outstanding, 901,166 and 1,377,667 shares issuable as of September 30, 2016 and December 31, 2015, respectively Additional paid-in capital Accumulated deficit Total stockholders' deficit Total liabilities and stockholders' deficit Preferred Stock, par or stated value Preferred Stock, shares authorized Preferred Stock, shares issued Preferred Stock, shares outstanding Common Stock, par or stated value Common Stock, shares authorized Common Stock, shares issued Common Stock, shares outstanding Common Stock, shares issuable Income Statement [Abstract] Revenues Operating expenses: General and administrative Participation share compensation - related party Consulting fees share expense Stock based compensation Failed acquisition costs paid in stock Failed acquisition costs paid in stock - related party Employee stock settlement costs Debt extinguishment costs - related party Total operating expenses Loss from operations Other expense Interest expense and financing costs Total other expense Loss from continuing operations before provision for income taxes Provision for income taxes Loss from continuing operations Income (loss) from discontinued operations, net of tax Net Income (loss) Net loss per share from continuing operations Net loss per share from discontinued operations Net loss per share Weighted average common shares outstanding Statement of Cash Flows [Abstract] Cash flows from operating activities: Net loss Net loss from discontinued operations, net of taxes and minority interest Loss from continuing operations Adjustments to reconcile net loss to net cash used in operating activities: Failed acquisition costs paid in stock Stock compensation expense Stock issued for services Employee stock settlement cost Changes in assets and liabilities: Prepaid expenses Accounts payable Accrued expenses Net cash (used) provided by operating activities Cash flows used in investing activities: Additions to property and equipment Total cash flows used in investing activities Cash flows from financing activities: Advances from related party Proceeds from note payable Repayment of related party advance Proceeds from the sale of common stock Total cash flows from financing activities Discontinued activities: Net cash used in operating activities Net cash used in investing activities Net cash used in financing activities Net cash flows from discontinued activities Net increase (decrease) in cash Cash at beginning of period Cash at end of period Supplemental disclosure of cash flow information: Cash paid during the periods for: Interest Cash paid during the periods for: Income taxes Non-cash financing sources: Common stock issued for reduction of debt Description Of Business Description of Business Accounting Policies [Abstract] Summary of Significant Accounting Policies Notes Payable Notes Payable Equity [Abstract] Capital Stock Income Tax Disclosure [Abstract] Income Taxes Business Combinations [Abstract] Luminx Holdings, Inc. Segment Reporting [Abstract] Operating Segments Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Discontinued Operations and Disposal Groups [Abstract] Discontinued Operations Related Party Transactions [Abstract] Related Party Transactions Earnings Per Share [Abstract] Net Loss Per Share Subsequent Events [Abstract] Subsequent Events Summary of Significant Accounting Policies Principles of Consolidation Reclassification Equity-Based Compensation Arrangements Cash and Cash Equivalents Trade Accounts Receivable Inventory Equipment Capitalized Interest Revenue Recognition Sales Return Reserve Advertising expenses Income taxes Impairment or Disposal of Long-Lived Assets Stock Based Compensation Recently Issued Accounting Pronouncements Use of Accounting Estimates Fair Value Concentration of credit risk Earnings (loss) per share Income Taxes Tables Deferred Tax Asset Benefit for income taxes Minimum Royalties Net Loss Per Share Tables Potentially dilutive securities Description Of Business Details Narrative Reverse stock split Non-controlling interest Going Concern Details Narrative Net loss Shares of common stock issued in settlement of liabilities from discontinued operations, shares Shares of common stock issued in settlement of liabilities from discontinued operations, amount Statement [Table] Statement [Line Items] Date Issued Year Issued Maturity Date Note Payable Issued Interest Rate Monthly Payment Judgment Notes Payable Accrued interest Terms Shares issued for debt Shares issued for debt, amount Interest rate after default Convertible rate, per share Debt extinguishment cost Convertible rate for interest due, per share Warrant for common shares Warrant, per share Class B Preferred Stock Voting Rights Class B Dividend Rate Class B Preferred stock issue for services, shares Class B Preferred stock issue for services, amount Common Stock, par value Stock subscriptions received Shares issued for Services Shares issued for Services, amount Accrued salaries Shares issued for cash Shares issued for Cash, amount Share price Debt extinguishment costs Fair value of warrants Stock and option expense for services Net Operating loss carry-forward Deferred Tax Assets, Operating Loss Carryforwards, Components [Abstract] Deferred tax assets Net operating loss carry forward Long-term deferred tax asset Total deferred tax asset Valuation allowance Net deferred tax asset Income Taxes - Tax Benefit Details Income tax benefit (federal and state) Non-deductible items State and other benefits included in valuation Change in valuation allowance Royalty Commitment Royalties Date Allegations Alleged Damages Ownership Gain on the extinguishment of debt Proceeds from Related Party Potentially dilutive securities The total amount of Convertible note and accrued interest payable current. Debt Instrument Convertible Conversion Price 2 The total amount of secured note and accrued interest payable current Common Stock Par Value Incorrect Value Schedule Of Future Minimum Royalties Table Text Block Pending Litigation 2 Member Five Individuals Member Common Stock Shares Issuable Secured Debt 2 Member Contigently Issuable Shares Member Service Agreements 1 Member Failed Acquisition Costs Paid In Stock Failed Acquisition Costs Paid In Stock - Related Party Failed Acquisition Costs Paid In Stock Discontinued Operations Abstract Employee Stock Settlement Costs Subsequent Event Type [Axis] SecuredDebt2Member Assets, Current Assets Liabilities, Current Stockholders' Equity Attributable to Parent Liabilities and Equity Operating Expenses Operating Income (Loss) Other Operating Income Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest Net Income (Loss) Attributable to Parent Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent FailedAcquisitionCostsPaidInStock1 Increase (Decrease) in Accounts Payable Payments to Acquire Property, Plant, and Equipment Net Cash Provided by (Used in) Investing Activities Proceeds from Collection of Advance to Affiliate Repayments of Related Party Debt Net Cash Provided by (Used in) Financing Activities Net Cash Provided by (Used in) Discontinued Operations Debt Disclosure [Text Block] Basis of Accounting, Policy [Policy Text Block] Notes and Loans Payable, Current Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount EX-101.PRE 9 gfti-20160930_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE XML 10 R1.htm IDEA: XBRL DOCUMENT v3.6.0.2
Document and Entity Information
9 Months Ended
Sep. 30, 2016
shares
Document And Entity Information  
Entity Registrant Name Global Fashion Technologies, Inc.
Entity Central Index Key 0001338929
Document Type 10-Q
Document Period End Date Sep. 30, 2016
Amendment Flag false
Current Fiscal Year End Date --12-31
Is Entity a Well-known Seasoned Issuer? No
Is Entity a Voluntary Filer? No
Is Entity's Reporting Status Current? Yes
Entity Filer Category Smaller Reporting Company
Entity Common Stock, Shares Outstanding 19,209,161
Document Fiscal Period Focus Q3
Document Fiscal Year Focus 2016
XML 11 R2.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Balance Sheets - USD ($)
Sep. 30, 2016
Dec. 31, 2015
Current assets:    
Cash $ 40,008 $ 32,989
Subscription receivable 20,000 10,000
Total current assets 60,008 42,989
Property and equipment 2,252 2,252
Total assets 62,260 45,241
Current liabilities:    
Accounts payable 54,608 51,108
Accrued compensation 216,000 108,000
Secured note and accrued interest payable 124,266 110,000
Convertible notes and accrued interest, 55,312 52,312
Advances from related party 282,789 115,633
Current liabilities from discontinued operations 84,281 870,045
Total current liabilities 817,256 1,307,098
Commitments and contingencies
Stockholders' deficit    
Preferred stock $0.001 par value, 1,000,000 shares authorized, 200,000 shares issued and outstanding 200 200
Common stock $0.001 par value, 400,000,000 shares authorized, 19,209,161 and 17,537,660 shares issued and outstanding, 901,166 and 1,377,667 shares issuable as of September 30, 2016 and December 31, 2015, respectively 20,110 18,915
Additional paid-in capital 28,299,149 27,630,906
Accumulated deficit (29,074,455) (28,911,878)
Total stockholders' deficit (754,991) (1,261,857)
Total liabilities and stockholders' deficit $ 62,260 $ 45,241
XML 12 R3.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2016
Dec. 31, 2015
Statement of Financial Position [Abstract]    
Preferred Stock, par or stated 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, par or stated value $ 0.001 $ 0.001
Common Stock, shares authorized 400,000,000 400,000,000
Common Stock, shares issued 19,209,161 17,537,660
Common Stock, shares outstanding 19,209,161 17,537,660
Common Stock, shares issuable 901,166 1,377,667