Notes
to Financial Statements
March
31, 2019
Unaudited)
Note
1 - Summary of Significant Accounting Policies
The
accompanying unaudited interim financial statements of American International Holdings Corp. (“AMIH”), have been prepared
in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and
Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in AMIH’s
latest Annual Report filed with the SEC on Form 10-K for the year ended December 31, 2018. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations
for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the unaudited interim consolidated financial statements that
would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as
reported in the Form 10-K have been omitted.
Organization,
Ownership and Business
Prior
to May 31, 2018, American International Holdings Corp. (“AMIH”) was a 93.2% owned subsidiary of American International
Industries, Inc. (“American”, “AMIN”) (OTCBB: AMIN). Effective May 31, 2018, the Company issued 10,100,000
shares of restricted common stock. As a result of the issuance of the common shares, a change in control occurred. American International
Industries, Inc. ownership decreased from 93.2% to 6.4%. No one individual or entity owns at least 50% of the outstanding shares
of the Company. Effective April 12, 2019, the Company changed its business focus to the services of medical spas.
Cash
Equivalents
Highly
liquid investments with original maturities of three months or less are considered cash equivalents. There are no cash equivalents
at March 31, 2019 and December 31, 2018.
Fair
Value of Financial Instruments
FASB
ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets
and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC
825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction
between willing parties. At March 31, 2019 and December 31, 2018, the carrying value of certain financial instruments (cash and
cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments
or interest rates, which are comparable with current rates.
Net
Loss Per Common Share
We
compute net income (loss) per share in accordance with ASC 260,
Earning per Share
. ASC 260 requires presentation of both
basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss)
available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method
and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period
is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS
excludes all dilutive potential shares if their effect is anti-dilutive.
Management’s
Estimates and Assumptions
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and expenses. Actual results could differ from these
estimates.
New
Accounting Pronouncements
There
are no recently issued, but not yet effective accounting pronouncements, that, if adopted, would have a material effect on the
accompanying financial statements.
Note
2 — Related Party Transactions
As
of March 31, 2019 and December 31, 2018, AMIH had a short-term note payable in the amount of $13,473 and $13,072, respectively,
to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party. As of March 31, 2019 and December 31, 2018,
accrued interest in the amount of $948 and 852, respectively, was recorded on the note. The original note was for $100,000. $86,928
was repaid during the year ended December 31, 2018. An additional $401 was added to the note during the three month period ended
March 31, 2019. The note was effective May 31, 2018, bears interest at 3%, and is due on May 31, 2019. AMIH incurred interest
expense of $96 for the period ended March 31, 2019.
Note
3 – Capital Stock
The
Company is authorized to issue up to 5,000,000 shares of preferred stock, $ 0.0001 par value, of which 0 shares are issued and
outstanding at March 31, 2019 and December 31, 2018.
The
Company is authorized to issue up to 195,000,000 shares of common stock, $0.0001 par value, of which 10,933,355 shares are issued
and outstanding (outstanding shares includes 410 treasury shares) at March 31, 2019 and December 31, 2018.
On
May 31, 2018, the Company issued 3,800,000 shares of common stock to Robert Holden for future services as the Company CEO and
Director to pursue a digital marketing business under the name of Digital Marketing Interactive. As a result of the resignation
of Mr. Holden on August 19, 2018, the Company no longer anticipates operating under the d/b/a Digital Marketing Interactive and/or
maintaining a business focus in digital marketing moving forward. The Company plans to pursue legal actions to recover the 3,800,000
shares of stock issued to Mr. Holden.
Note
4 — Going Concern
As
reflected in the accompanying financial statements, the Company has no operations, a net loss of $1,614 for the three months ended
March 31, 2019, an accumulated deficit of $7,339,396, and has no sources of revenue and expects to incur further losses in the
future, thus raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue
as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management
plans to obtain the necessary financing to meet its obligations during 2019. These financials do not include any adjustments relating
to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might
result from this uncertainty.
Note
5 – Subsequent Events
Effective
April 12, 2019, the Company issued 18,000,000 shares of the Company common stock to the members (three individuals) of Novopelle
Diamond, LLC (“Novopelle”), a Texas limited company, to acquire 100% of the membership interests of Novopelle. The
issuance of these shares represent a change in control of the Company. Concurrent with the issuance, Jacob Cohen, Esteban Alexander
and Alan Hernandez, representing the three former members of Novopelle, were elected to the board of directors and to the office
of Chief Executive Officer, Chief Operating Officer and Chief Marketing officer of the Company, respectively.
On
April 12, 2019 the Company entered into individual share exchange agreements and promissory notes with each of Daniel Dror, Winfred
Fields and former Directors Everett Bassie and Charles Zeller (the “
AMIH Shareholders
”), whereby the AMIH Shareholders
agreed to cancel and exchange a total of 5,900,000 shares of their AMIH common stock for individual promissory notes with an aggregate
principal amount of $350,000 (the “
Promissory Notes
”). The Promissory Notes have a term of two years and accrue
interest at the rate of 10% per annum until paid in full by the Company.
On
May 3
rd
, 2019, the Company issued 100,000 shares of the Company’s common stock to a non-related third-party investor
in exchange for $10,000 in cash.
On
May 17
th
, 2019, the Company issued a promissory note with a principal amount of $30,000 to a non-related third party
in exchange for $30,000 in cash. The promissory note is unsecured, has a maturity date of April 30, 2020 and accrues interest
at the rate of 5% per annum until paid in full by the Company.
On
June 21
st
, 2019, the Company issued a promissory note with a principal amount of $40,000 to a related party in exchange
for $40,000 in cash. The promissory note is unsecured, has a maturity date of June 21, 2020 and accrues interest at the rate of
8% per annum until paid in full by the Company. Furthermore, the Company issued 50,000 shares of the Company’s common stock
to the related party investor as further consideration to enter into the loan with the Company.
On
June 27
th
, 2019, the Company executed an exclusive license agreement with Novo MedSpa Addison Corp (“Novo Medspa”)
providing the Company with the exclusive rights to the Novopelle brand and to establish new Novopelle branded MedSpa locations
on a worldwide basis (the “Exclusive License”). In consideration for the Exclusive License, the Company paid Novo
MedSpa a one-time cash payment of $40,000 and issued to Novo MedSpa 250,000 shares of the Company’s common stock.
Management
has evaluated all subsequent events through July 10, 2019, the date the financial statements were available to be issued. No change
to the financial statements for the quarter ended March 31, 2019 is deemed necessary as a result of this evaluation.