Item
5.06. Change in Shell Company Status.
As
a result of the completion of the acquisition of Novopelle, as discussed below, which occurred on April 12, 2019, the Company
ceased to be a shell company (as defined under Rule 405 of the Securities Exchange Act of 1934, as amended).
FORWARD-LOOKING
STATEMENTS
This
Report, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and “Description of Business,” contains express or implied forward-looking
statements that are based on our management’s belief and assumptions and on information currently available to our management.
All statements other than statements of historical fact contained in this Report are forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as “may,” “could,” “will,”
“would,” “should,” “expect,” “plan,”, “anticipate,” “believe,”
“estimate,” “intend,” “predict,” “seek,” “contemplate,” “project,”
“continue,” “potential,” “ongoing” or the negative of these terms or other comparable terminology.
These forward-looking statements include, but are not limited to, statements about:
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our
ability to obtain additional funds for our operations;
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our
ability to obtain and maintain intellectual property protection for our products and our ability to operate our business without
infringing the intellectual property rights of others;
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our
reliance on third party collaborators;
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the
initiation, timing, progress and results of our research and development programs;
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our
dependence on current and future collaborators for developing new products;
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the
rate and degree of market acceptance of our commercial offerings;
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the
implementation of our business model and strategic plans for our business;
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our
estimates of our expenses, losses, future revenue and capital requirements, including our needs for additional financing;
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our
reliance on third party suppliers to supply the technology and services in the provision of our service offerings;
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our
ability to attract and retain qualified key management and technical personnel;
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our
financial performance;
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the
impact of government regulation and developments relating to our competitors or our industry; and
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other
risks and uncertainties, including those listed under the caption “Risk Factors.”
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These
statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to
differ materially from current expectations include, among other things, those listed under the section titled “Risk Factors”
and elsewhere in this Report.
Any
forward-looking statement in this Report reflects our current view with respect to future events and is subject to these and other
risks, uncertainties and assumptions relating to our business, results of operations, industry and future growth. Given these
uncertainties, you should not place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee
of future performance. You should read this Report and the documents that we reference in this Report and have filed with the
SEC as exhibits hereto completely and with the understanding that our actual future results may be materially different from any
future results expressed or implied by these forward-looking statements. Except as required by law, we assume no obligation to
update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
This
Report also contains estimates, projections and other information concerning our industry, our business and the markets for datacentric
solutions through the use of UAS, including data regarding the estimated size of those markets and their projected growth rates.
Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties
and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise
expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar
data prepared by third parties, industry, and general publications, government data and similar sources. In some cases, we do
not expressly refer to the sources from which these data are derived.
FORM
10 INFORMATION
OTC
Quotation
Our
common stock is not now listed on any national securities exchange or the NASDAQ stock market. However, our stock is quoted on
the OTC Market’s Pink Open Market under the symbol “AMIH.” While our common stock is on the Pink Open Market,
there has been limited trading volume. There is no guarantee that an active trading market will develop in our securities.
DESCRIPTION
OF BUSINESS
American
International Holdings Corp (the “Company,” “we,” “us,” and “our”) was organized
in 1986 and is incorporated in Nevada. The Company has undergone several name changes and changes of control since its incorporation;
however, from 2012 until April, 2019, the Company had no operations and nominal assets.
On
April 12, 2019, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Novopelle
Diamond, LLC, a Texas limited liability company (“Novopelle Diamond”) and certain unitholders of Novopelle Diamond.
Pursuant to the terms of the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding membership interest
of Novopelle Diamond by means of a share exchange with the Novopelle Members in exchange for 18,000,000 newly issued shares of
the common stock of the Company (the “Share Exchange”). As a result of the Share Exchange, Novopelle became a 100%
owned subsidiary of AMIH, which on a going forward basis will result in consolidated financial reporting by AMIH to include the
results of Novopelle. The closing of the Share Exchange occurred concurrently with entry into the Share Exchange Agreement and
resulted in a change of control for the Company. As a result of the Share Exchange, AMIH acquired the business of Novopelle Diamond
and all of its assets. Novopelle Diamond is a physician supervised, medical spa and wellness clinic that offers a full menu of
wellness services including anti-aging, weight loss and skin rejuvenation treatments. The business description of the Company
provided in this Current Report relates to the new medical spa business, which it intends to operate through its subsidiaries.
The
Company is headquartered in Houston, TX and operates as a holding company dedicated to acquiring,
managing and operating health, wellness and medical spa / treatment facilities across the United States. The Company seeks
opportunities to acquire and grow businesses that possess strong brand values and that can generate long-term sustainable free
cash flow and attractive returns in order to maximize value for all stakeholders.
Service
Offerings
The
Company owns and operates a Novopelle branded medical spa facility located in McKinney, TX and has been granted an exclusive license
with Novo MedSpa Addison Corporation to establish additional Novopelle branded facilities across the United States and abroad.
Novopelle
is a Texas based, physician-supervised medical
spa & wellness clinic. Novopelle initially started its operations offering only laser hair removal services and has since
evolved to offer a full menu of wellness services including anti-aging, weight loss, and skin rejuvenation treatments. Novopelle
offers the following products and services:
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Stem
Cell Therapy
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Acne
& Acne Scar Reduction
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Laser
Hair Removal
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Testosterone
Replacement Therapy
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PRP
Facial (Vampire Facial)
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Hair
Restoration
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Novo
Lipo (Body Contouring)
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Botox
& Fillers
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Laser
Vein Removal
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Facials
& Peels
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Cellulite
Reduction
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Weight
Loss Solutions
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Stretch
Mark Reduction
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Tattoo
Removal
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Market
Strategy
Novopelle
currently markets its products and services to both men and women that are conscience about fitness, health, wellness and aesthetics.
While Novopelle remains competitive in pricing and product offerings, the Company currently focuses its marketing efforts to individuals
with above average and high disposable incomes. In addition to the McKinney, TX location owned by the Company, there are four
(4) non-Company owned Novopelle branded locations located across Texas with two (2) located in Dallas, TX, one (1) in Houston,
TX and another one (1) located in Austin, TX. These additional locations assist creating and maintaining a unique and strong branding
presence both physically and online.
The
Company currently deploys unique, proven marketing strategies through social media with both sponsored and paid advertisements
as well as the use of local brand ambassadors and influencers. The Company has also experienced a lot of success by placing marketing
materials in nearby retail establishments and utilizing cross marketing relationships with other vendors and retailers that market
to similar demographics.
The
Company intends to further develop and strengthen its market presence with the opening and establishment of additional Novopelle
branded locations across the United States and abroad with the Company seeking viable locations placed in fast growing trade areas
with high individual/family incomes.
Exclusive
License
On
June 27, 2019, the Company entered into an Exclusive License Agreement with Novo MedSpa
Addison Corporation (“NMAC”) granting the Company with the exclusive rights to the Novopelle intellectual property,
including copyrights and trademarks, proprietary technology, and other assets necessary or desirable to operate Novopelle branded
Med Spa locations and the right to open additional Novopelle branded Med Spa locations. A more detailed overview and a copy of
the Exclusive License Agreement has been furnished along with a Form 8-K as filed on July 5, 2019. The agreement provides the
Company with an exclusive worldwide, unrestricted, perpetual, irrevocable, and royalty-bearing license.
Competition
The
health, wellness and medical spa industry is highly competitive with new locations, brands and facilities being established on
a frequent basis. Specifically, and as it relates to medical spas, there are both many independently operated locations as well
as doctor’s offices that provide some or all of the services that Novopelle provides. At the same time, the demand and the
number of individuals – both men and women – that are seeking medical spas for a variety of health, wellness and cosmetic/aesthetic
type treatments and solutions has increased dramatically over the past several years. With medical spa treatments, such as laser
hair removal and Botox injections, are becoming more available, desirable, and affordable, demand for these services has dramatically
increased.
The
Company and management believe that by furthering the strength of the Novopelle brand through both the establishment of new locations
as well as through acquisition of smaller, independently owned and operated facilities, will better position the Company and the
Novopelle brand within the competitive landscape.
Employees
We
currently have a total of 5 full time employees and 3 part time employees.
Description
of Properties
The
Company does not own any properties. The Company currently utilizes approximately 1,200 square feet of office space located at
11222 Richmond Avenue, Suite 195, Houston, Texas 77082 (the “Houston Property”). There is currently no written lease
for the Houston Property and it is provided to the Company for free by a shareholder of the Company. We believe that the Houston
Property is currently adequate for the purposes of our operations. Additionally, the Company leases commercial/retail space in
McKinney, TX for its Novopelle Diamond location. The lease has a seven (7) year term and the Company pays a base rent of $3,616.67
per month plus triple-net.
Reports
to Security Holders
The
public may read and copy any materials we file with the SEC, including our annual reports, quarterly reports, current reports,
proxy statements, information statements and other information, at the SEC’s Public Reference Room at 100 F Street, NE,
Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
You
should read the following discussion and analysis of our financial condition and results of operations together with our consolidated
financial statements and the related notes and other financial information included in this Current Report. Some of the information
contained in this discussion and analysis or set forth elsewhere in this Current Report, including information with respect to
our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties as described
under the heading “Forward-Looking Statements” elsewhere in this Current Report.
The
following discussion highlights AMIH’s results of operations (through its subsidiary Novopelle Diamond, LLC) and the principal
factors that have affected our financial condition as well as our liquidity and capital resources for the periods described, and
provides information that management believes is relevant for an assessment and understanding of the statements of financial condition
and results of operations presented herein. The following discussion and analysis are based on the financial statements attached
to this Current Report as Exhibits 99.2 and 99.3, which we have prepared in accordance with United States generally accepted accounting
principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.
Operating
Overview
American
International Holdings Corp. is headquartered in Houston, TX and operates (through
its subsidiary Novopelle Diamond, LLC) as a diversified holding company dedicated to acquiring,
managing and operating health, wellness and medical spa / treatment facilities across the United States and abroad. The Company
seeks opportunities to acquire and grow businesses that possess strong brand values
and that can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders.
The
Company owns and operates a Novopelle branded medical spa facility located in McKinney, TX. Novopelle is a Texas based, physician
supervised medical spa & wellness clinic.
Novopelle initially started its operations offering only laser hair removal services and has since evolved to offer a full menu
of wellness services including anti-aging, weight loss, and skin rejuvenation treatments.
AMIH
anticipates continued loses requiring either revenue generation to achieve sustained profitability or obtaining additional financial
resources to maintain operations as well as to open additional Novopelle locations across the United States and abroad.
Critical
Accounting Policies
The
following discussion and analysis of our financial condition and results of operations are based upon our audited financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management continually
evaluates such estimates, including those related to estimates for allowance for doubtful accounts on accounts receivable, the
estimates for obsolete inventory, the useful life of property and equipment, assumptions used in assessing impairment of long-term
assets, the fair value of a beneficial conversion feature, and the fair value of non-cash equity transactions. Management bases
its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported
amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions
or conditions. Management believes the following critical accounting policies affect our more significant judgments and estimates
used in the preparation of the financial statements.
Accounts
receivable
The
Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries.
The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs,
as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The expense associated
with the allowance for doubtful accounts is recognized as general and administrative expense.
Revenue
and cost recognition
The
Company’s current revenue streams are primarily service based. The Company has three streams of revenues: 1) Body Contouring,
2) Skin Lounge, and 3) Product sales. As a result of adopting Accounting Standards Codification (ASC) Topic 606, the Company revenue
is recognized to depict the transfer of promised goods and services provided. A five-step process has been designed for the individual
or pools of contracts to keep financial statements focused on this principle. Given the short duration of most company projects,
it does not use estimate of completion for revenue recognition but uses contract completion in accordance with contractual terms
to determine recognition of revenue.
Project
costs, reported in the Statement of Operations include all external labor, material and equipment rental costs related to contract
performance. These costs, payroll and payroll related, as well as all other operating expenses are charged to expense as incurred.
Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.
Stock-based
compensation
Stock-based
compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”,
which requires recognition in the financial statements of the cost of employee and director services received in exchange for
an award of equity instruments over the period the employee or director is required to perform the services in exchange for the
award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received
in exchange for an award based on the grant-date fair value of the award. The Company utilizes the Black-Sholes option pricing
model and uses the simplified method to determine expected term because of lack of sufficient exercise history. Additionally,
effective January 1, 2018, the Company adopted the Accounting Standards Update No. 2016-09 (“ASU 2016-09”),
Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 permits the election of an accounting policy for forfeitures
of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of
the award. The Company has elected to recognize forfeitures as they occur and the cumulative impact of this change did not have
any effect on the Company’s consolidated financial statements and related disclosures.
Pursuant
to ASC 505-50 – “Equity-Based Payments to Non-Employees”, all share-based payments to non-employees, including
grants of stock options, are recognized in the consolidated financial statements as compensation expense over the service period
of the consulting arrangement or until performance conditions are expected to be met. Using a Black-Scholes valuation model, the
Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns
with the vesting period of the options, and the Company adjusted the expense recognized in the consolidated financial statements
accordingly.
Upon
exercise of the stock options by the holder using the exercise methods delineated in the option contract, the Company issues new
units from its unissued authorized units.
Results
of Operations
The
following analysis on results of operations was based primarily on the Novopelle’s financial statements, footnotes and related
information for the periods identified below and should be read in conjunction with the audited financial statements and the notes
to those statements for the period from January 31, 2018 (inception) to December 31, 2018, which are included elsewhere in this
Current Report. The results discussed below are for the period from Novopelle’s inception (January 31, 2018) to March 31,
2019.
Results
of operations for the period from January 31, 2018 (inception) December 31, 2018, and for to the quarter ended March 31, 2019
Revenue
From
January 31, 2018 (inception) through December 31, 2018, revenue amounted to $35,913. For the quarter ended March 31, 2019, revenue
amounted to $15,241. Since inception, Novopelle has generated revenue by providing medical spa related services at its Novopelle
branded MedSpa located in McKinney, TX. Novopelle sells and markets its offerings directly to consumers. With additional capital
it is the Company’s plan to establish additional Novopelle branded MedSpa locations throughout the United States and abroad.
Cost
of Sales
From
inception (January 31, 2018) through December 31, 2018, cost of sales amounted to $8,895. For the three-month period ended March
31, 2019, cost of sale amounted to $12,656.
Selling,
General and Administrative Expenses
From
inception (January 31, 2018) through December 31, 2018, expenses amounted to $23,947. For the three-month period ended March 31,
2019, expenses amounted to $21,201.
Other
Expense
From
January 31, 2018 (inception) though the year ended December 31, 2018, Novopelle incurred interest expense of $10,591. For the
three-month period ended March 31, 2019, Novopelle incurred interest expense of $5,194.
Net
Profit (Loss)
From
January 31, 2018 (inception) through the year ended December 31, 2018, net loss amounted to $7,520. For the three-month period
ended March 31, 2019, net loss amounted to $23,810.
Liquidity
and Capital Resources
Liquidity
is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. Novopelle had cash
of $18,796 as of December 31, 2018 and $1,005 as of March 31, 2019.
Primary
uses of cash have been for furniture, fixtures, equipment and leasehold improvements for our Novopelle McKinney location, as well
as for costs of goods sold and general and administrative expenses. All funds received have been expended in the furtherance of
growing the business. Novopelle has primarily received funds from services, revenues, and through loans from Novopelle’s
original founding members. The following trends are reasonably likely to result in changes in our liquidity over the near to long
term:
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An
increase in working capital requirements to finance our current business and establish additional Novopelle locations;
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Addition
of management and administrative personnel as the business grows; and
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The
cost of being a public company.
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At
December 31, 2018, Novopelle had raised a total of $0 from the sale of common stock and convertible promissory notes. As of March
31, 2019, Novopelle has raised a total of $0 from the sale of common stock and convertible promissory notes to fund its operations.
Fund sources have come from individual investors. No institutional investment has been made to the company to date.
To
date, Novopelle is not profitable and we cannot provide any assurances that we will be profitable. We believe our cash and cash
equivalents in addition to the proceeds received from the sale of common stock will provide sufficient capital to satisfy anticipated
operational expenses for the next twelve months.
Cash
Flows
The
following table shows a summary of our cash flows from January 31, 2018 (inception) to the period ended December 31, 2018, and
the three-month period ended March 31, 2019.
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From
January 31, 2018 to December 31, 2018
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Period
Ended March 31, 2019
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Net
cash used in operating activities
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(15,810
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)
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$
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(4,884
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Net
cash used in investing activities
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(42,276
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)
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(15,156
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)
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Net
cash provided by financing activities
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76,882
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2,249
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Net
(decrease) increase in cash
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18,796
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(17,791
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)
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Cash
- beginning of period
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-
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18,796
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Cash
- end of period
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18,796
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$
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1,005
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Net
cash flow used in operating activities was $15,810 from January 31, 2018 (inception) to the year ended December 31, 2018, $4,884
for the three-month period ended March 31, 2019. Net cash flow used in operating activities primarily reflected net loss of $7,520
and $23,810, respectively, as adjusted for non-cash items and working capital timing differences. Net cash used in operating activities
resulted from Novopelle ramping up its staffing to build its capabilities for current and future project performance.
We
expect the primary use of capital to continue to be salaries, third party project costs, and general overhead costs. It is anticipated
that additional capital will be required to execute our business plan and fund future revenue growth.
Going
Concern
As
of December 31, 2018, the Company’s auditor determined that there was substantial doubt about its ability to maintain operations
as a going concern. The Company’s financial statements have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and commitments in the normal course of business. Management cannot provide
assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional equity
and/or debt capital. We will seek to raise capital through additional equity or debt financings to fund operations in the future.
Although the Company has historically raised capital from sales of common and from the issuance of convertible promissory notes,
there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure
additional lending in the near future, management expects that the Company will need to curtail its operations. Novopelle’s
consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or
the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Our
forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking
statement that involves risks and uncertainties, and actual results could vary materially as a result of a number of factors.
We have based this estimate on assumptions that may prove to be wrong and could utilize our available capital resources sooner
than we currently expect. Our capital requirements are difficult to forecast. Please see the section titled “Risk Factors”
elsewhere in this Current Report for additional risks associated with our capital requirements.
Until
such time as we generate substantial revenue to offset operational expenses, we expect to finance our cash needs through a combination
of public and private equity offerings and debt financing. We may be unable to raise capital or enter into such other arrangements
when needed or on favorable terms or at all. Our failure to raise capital or enter into such other arrangements as and when needed
would have a negative impact on our financial condition.
Off-balance
Sheet Arrangements
The
Company does not have any off-balance sheet arrangements during the period presented as defined in the rules and regulations of
the SEC.
Quantitative
and Qualitative Disclosures about Market Risk
The
primary objectives of our investment activities are to ensure liquidity and to preserve principal while at the same time maximizing
the income we receive from our marketable securities without significantly increasing risk. Some of the securities that we invest
in may have market risk related to changes in interest rates. Our primary exposure to market risk is interest rate sensitivity,
which is affected by changes in the general level of U.S. interest rates. We do not have any debt outstanding at the current time
with floating interest rates. Due to the short-term maturities of our cash equivalents and the low risk profile of our investments,
an immediate 100 basis point change in interest rates would not have a material effect on the fair market value of our cash equivalents.
To minimize the risk in the future, we intend to maintain our portfolio of cash equivalents and short-term investments in a variety
of securities, including commercial paper, money market funds, government and non-government debt securities and corporate obligations.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of our common stock by (i) each person who is
known by the Company to own beneficially more than five percent (5%) of our outstanding voting stock; (ii) each of our directors;
(iii) each of our executive officers; and (iv) all of our current executive officers, significant employees and directors as a
group, as of April 12, 2019.
Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission (SEC) and includes voting and/or
investing power with respect to securities. These rules generally provide that shares of common stock subject to options, warrants
or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of
April 12, 2019, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants
or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated
as outstanding for the purpose of computing the percentage ownership of any other person or group.
Beneficial
ownership as set forth below is based on our review of our record shareholders list and public ownership reports filed by certain
shareholders of the Company, and may not include certain securities held in brokerage accounts or beneficially owned by the shareholders
described below.
We
believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following
table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person.
Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 11222 Richmond Avenue,
Suite 195, Houston, TX 77082. As of April 12, 2019, we had 23,033,035 outstanding shares of common stock.
|
Name
and Address of Beneficial Owner
|
|
Shares
Beneficially Owned
|
|
|
Percentage
|
|
|
Officers
and Directors
|
|
|
|
|
|
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Jacob
D. Cohen
|
|
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6,000,000
|
|
|
|
26.05
|
%
|
|
Esteban
Alexander
|
|
|
6,000,000
|
|
|
|
26.05
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%
|
|
Alan
Hernandez
|
|
|
6,000,000
|
|
|
|
26.05
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%
|
|
Everett
Bassie
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|
|
100,000
|
|
|
|
0.43
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%
|
|
All
officers and directors as a group (4 persons)
|
|
|
18,100,000
|
|
|
|
78.58
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%
|
|
|
|
|
|
|
|
|
|
|
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Greater
than 5% Shareholders
|
|
|
|
|
|
|
|
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Robert
Holden1
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|
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3,800,000
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|
|
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16.50
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%
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|
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1.
|
The
Company intends to initiate legal proceedings against Mr. Holden for return of these
shares due to his failure to perform.
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Officers
and Directors
At
present, we have four officers and three directors. Messrs. Esteban Alexander and Alan Hernandez were appointed to their respective
officer positions and directorships in connection with the Share Exchange on April 12, 2019.
The
following are AMIH’s executive officers as of April 12, 2019:
|
NAME
|
|
TITLE
|
|
Mr.
Jacob D. Cohen
|
|
Chief
Executive Officer and President
|
|
Mr.
Everett Bassie
|
|
Chief
Financial Officer
|
|
Mr.
Esteban Alexander
|
|
Chief
Operating Officer and Treasurer
|
|
Mr.
Alan Hernandez
|
|
Chief
Marketing Officer and Secretary
|
The
following are AMIH’s directors as of April 12, 2019:
Mr.
Jacob D. Cohen
Mr.
Esteban Alexander
Mr.
Alan Hernandez
Effective
as of April 12, 2019, the following directors have resigned from the Board of AMIH:
Mr.
Charles Zeller
Mr.
Everett Bassie
Mr.
Everett Bassie will no longer serve as a member of the Board but will remain as the Company’s Chief Financial Officer. The
director resignations were not in connection with a disagreement with the Company or in connection with any matter relating to
the Company’s operations, policies or practices. Copies of the resignation letters from Messrs. Zeller and Bassie are attached
to this Current Report as Exhibits 17.1 and 17.2, respectively.
Executive
Officer Biographies
Jacob
D. Cohen, 40, Chief Executive Officer
Jacob
Cohen is a serial entrepreneur, corporate finance and executive management professional with over 18 years of investment banking
and capital markets experience having started and growing multiple companies in various industry sectors including marketing,
advertising, healthcare, IT and financial services. Prior to joining the Company, Jacob was the co-founder and managing partner
of several boutique investment bank and strategic advisory firms where he advised both early and later stage companies in raising
capital in the form of debt and/or equity and in both private and public markets.
Prior
to his experiences in investment banking, Jacob served as the Chief Financial Officer of The Renewed Group, Inc. – a manufacturer,
wholesaler and retailer of eco-friendly and sustainable apparel primarily made from recycled textiles and under the brand name
REUSE JEANS from 2010 through the end of 2013. Further, Mr. Cohen served from 2008 through 2010 as Executive Vice President and
Controller of Metiscan, Inc., a publicly traded company, and as the President and Chief Executive Officer of one of its subsidiaries,
Shoreline Employment Services, Inc. During his tenure at Metiscan, Mr. Cohen was instrumental in restructuring, reorganizing and
operating the company and its five subsidiaries, and successfully raised over $8 million in equity financing for growth capital.
Mr. Cohen also spearheaded the company’s financial audit process and managed its various filings with the SEC.
From
2007 through 2008, Mr. Cohen served as the Chief Operating Officer of Artfest International, which he assisted in taking public
at the end of 2007. Throughout his career, Mr. Cohen was involved in starting many new ventures, including The AdvertEyes Network,
a digital signage advertising company where he served as founder and CEO. Other positions include investment advisor and institutional
equity research analyst for Solomon Advisors and Huberman Financial, securities broker-dealers, from 2003 through 2005, and investment
banker for Allegiance Capital, a middle market investment bank specializing on mergers and acquisitions, from 2005-2007. Mr. Cohen
holds a Bachelors of Arts in International Economics and Finance from Brandeis University in Waltham, MA.
Everett
Bassie, 67, Chief Financial Officer
Everett
Bassie founded Bassie & Co., a certified public accounting firm located in Houston, Texas in October 1991. Bassie & Co.
was involved in all aspects of accounting. Mr. Bassie closed Bassie & Co. during the second quarter of 2010. Since the closing
of Bassie & Co., Mr. Bassie has performed consulting services in connection with tax, accounting and pubic company accounting
advisory services. Prior to forming Bassie & Co., Mr. Bassie was a senior audit manager in the Houston office of KPMG Peat
Marwick. Mr. Bassie worked for KPMG Peat Marwick from June 1981 to October 1991.
Esteban
Alexander, 31, Chief Operating Officer
Esteban
Alexander is a seasoned operational professional and executive with a focus in the health, beauty and wellness industry. Prior
to his position with the Company, Mr. Alexander was the owner and operator of Ideal Nutrition - a retail store located in Allen,
TX dedicated to marketing and selling high quality nutritional products, vitamins and supplements. Mr. Alexander installed and
supervised operational policies and procedures ranging from purchasing, inventory control and management, finance and marketing.
As a former competitive bodybuilder and nutritionist, Mr. Alexander also provided clients with in-depth exercise, nutrition, and
weight loss programs specifically designed and tailor made to meet each of his client’s needs and goals. Esteban brings
both his operational expertise and knowledge of the health and wellness industry as the Company continues to develop the Novopelle
brand and new business concepts within the industry. Mr. Alexander holds a bachelor’s degree in Nutrition in Dietetics from
Texas Woman’s University in Denton, TX.
Alan
Hernandez, 27, Chief Marketing Officer
Alan
Hernandez is a serial entrepreneur with over 6 years of e-commerce and marketing experience. Mr. Hernandez possess as unique ability
to take a creative vision and turn it into reality through entrepreneurial development. His passion is complemented by his ability
to create innovative strategies that drive business and name recognition within the market.
Prior
to joining the Company, Mr. Hernandez served as Chief Marketing Officer and Co-CEO for Novopelle Med Spa, a chain of physician
supervised med spas in located throughout Texas with continued growth and success. Throughout his role since 2014, he has operated
both at an executive and ground level, all while establishing a strong company culture to overall enhance the consumer experience.
By implementing a sophisticated CRM (client relations management) system, Mr. Hernandez has created a strong lead management process
that continues to lead the company towards expansion. He continues to spearhead Novopelle’s operations while constantly
developing new business concepts outside of the industry.
Previously,
Mr. Hernandez co-founded several e-commerce brands in the fitness and wellness industry in addition to Vast Networks LLC, a Dallas-based
digital marketing agency. During his time as managing partner and Chief Marketing Officer, Mr. Hernandez learned the importance
of implementing effective marketing strategies while gaining experience in the digital marketing ecosystem and social media. Mr.
Hernandez attended the University of Texas at Dallas where he studied Business Administration with a focus in Entrepreneurship
and Marketing.
Family
Relationships
There
are no family relationships among the members of our Board or our executive officers.
Composition
of the Board
In
accordance with our certificate of incorporation, our Board is elected annually as a single class.
Director
Independence
The
Board has determined that none of our directors are independent as the term “independent” is defined by the rules
of NASDAQ Rule 5605.
Involvement
in Certain Legal Proceedings
To
the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten
years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters
that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Related Party Transactions”
none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors,
executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
Communications
with our Board of Directors
Our
stockholders may send correspondence to our board of directors, c/o the Corporate Secretary at 11222 Richmond Avenue, Suite 195,
Houston, TX 77082. Our corporate secretary will forward stockholder communications to our board of directors prior to the board’s
next regularly scheduled meeting following the receipt of the communication.
Section
16(a) Compliance