AMERICAN INTERNATIONAL HOLDINGS CORP. - Quarter Report: 2022 June (Form 10-Q)
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 June 30, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 000-50912
AMERICAN INTERNATIONAL HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 88-0225318 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| 4131 N. Central Expressway, Suite 900, Dallas, Texas | 75204 | |
| (Address of Principal Executive Offices) | (ZIP Code) |
(469) 963-2644
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None.
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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of each of the issuer’s classes of equity as of August 19, 2022, is shares of common stock.
CONTENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These factors include:
| ● | estimates of our expenses, future revenue, capital requirements and our needs for additional financing; | |
| ● | our ability to develop, acquire, and advance services and products for our customer base; | |
| ● | the implementation of our business model and strategic plans for our business; | |
| ● | the terms of future licensing, operational or management arrangements, and whether we can enter into such arrangements at all; | |
| ● | timing and receipt of revenues, if any; | |
| ● | the scope of protection we are able to establish and maintain for intellectual property rights and our ability to operate our business without infringing on the intellectual property rights of others; | |
| ● | regulatory developments in the United States; | |
| ● | our ability to maintain and establish collaborations or obtain additional funding; | |
| ● | our financial performance; | |
| ● | the effects of COVID-19 and other epidemics and pandemics on our ability to operate, our ability to generate revenues, and the local, U.S. and global economies in general; | |
| ● | risks associated with increased inflation, rising interest rates and risks of recessions; | |
| ● | risks associated with our telehealth platform; | |
| ● | developments and projections relating to our competitors and our industry; and | |
| ● | other risks described below under, and incorporated by reference in, “Item 1A. Risk Factors”, below. |
You should read the matters described in, and incorporated by reference in, “Item 1A. Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.
| 1 |
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
American International Holdings Corp.
Condensed Consolidated Balance Sheets
| (Unaudited) | (Audited) | |||||||
| June 30, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and equivalents | $ | 115,408 | $ | 1,209,807 | ||||
| Inventory | 3,840 | |||||||
| Other Receivables | 300,000 | |||||||
| TOTAL CURRENT ASSETS | 415,408 | 1,213,647 | ||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net of accumulated depreciation of $2,462 | 42,254 | |||||||
| Right-of-use asset - operating lease | 49,310 | |||||||
| Rent deposits | 4,492 | 3,599 | ||||||
| Assets of discontinued operations | 11,927 | 14,199 | ||||||
| NET NON-CURRENT ASSETS | 107,983 | 17,798 | ||||||
| TOTAL ASSETS | $ | 523,391 | $ | 1,231,445 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities | $ | 44,565 | $ | 54,918 | ||||
| Accrued interest payable | 194,634 | 93,776 | ||||||
| Accrued compensation - related parties | 100,000 | 103,500 | ||||||
| Right-of-use liability - operating lease | 49,310 | |||||||
| Convertible notes payable, net of debt discount of $1,425,221 and $2,479,023 | 1,451,636 | 396,419 | ||||||
| Loans payable to related parties | 110,000 | 123,473 | ||||||
| Loans payable | 75,000 | 75,000 | ||||||
| Derivative liabilities | 1,634,737 | 4,141,272 | ||||||
| Net liabilities of discontinued operations | 4,948 | 112,199 | ||||||
| TOTAL CURRENT LIABILITIES | 3,664,830 | 5,100,557 | ||||||
| TOTAL LIABILITIES | 3,664,830 | 5,100,557 | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, (par value $, shares authorized, of which and shares are issued and outstanding as of June 30, 2022 and December 31, 2021, respectively) | 100 | 100 | ||||||
| Common stock (par value $, shares authorized, of which and shares are issued and outstanding as of June 30, 2022 and December 31, 2021, respectively) | 193 | 141 | ||||||
| Treasury stock, at cost | (3,894 | ) | (3,894 | ) | ||||
| Common Stock Payable | 16,670 | |||||||
| Additional paid in capital | 17,531,434 | 16,675,110 | ||||||
| Accumulated deficit | (20,685,942 | ) | (20,540,569 | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | (3,141,439 | ) | (3,869,112 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 523,391 | $ | 1,231,445 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| 2 |
American International Holdings Corp.
Condensed Consolidated Statements of Operations
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| For The Three | For The Three | For The Six | For The Six | |||||||||||||
| Months Ended | Months Ended | Months Ended | Months Ended | |||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||||||||||
| Revenues | ||||||||||||||||
| Revenues | $ | 3,296 | $ | 4,234 | $ | 13,404 | $ | 13,367 | ||||||||
| Cost of revenues | 4,820 | 11,738 | 5,820 | 15,238 | ||||||||||||
| Gross profit (loss) | (1,524 | ) | (7,504 | ) | 7,584 | (1,871 | ) | |||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | 595,124 | 417,191 | 1,696,508 | 5,751,880 | ||||||||||||
| Total operating expenses | 595,124 | 417,191 | 1,696,508 | 5,751,880 | ||||||||||||
| Loss from operations | (596,648 | ) | (424,695 | ) | (1,688,924 | ) | (5,753,751 | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Amortization of debt discount | (453,485 | ) | (375,300 | ) | (1,160,888 | ) | (1,315,402 | ) | ||||||||
| Change in derivative liabilities | 2,090,634 | 752,078 | 2,489,189 | (171,180 | ) | |||||||||||
| Gain on disposition of subsidiaries | 322,762 | 322,762 | ||||||||||||||
| Interest expense | (77,172 | ) | (14,863 | ) | (152,472 | ) | (119,382 | ) | ||||||||
| Settlement gain (loss) | 47,232 | (58,059 | ) | |||||||||||||
| Total other income (expense) | 1,882,739 | 361,915 | 1,545,823 | (1,664,023 | ) | |||||||||||
| Gain (loss) before income taxes | 1,286,091 | (62,780 | ) | (143,101 | ) | (7,417,774 | ) | |||||||||
| Income taxes | ||||||||||||||||
| Net gain (loss) from continuing operations | $ | 1,286,091 | $ | (62,780 | ) | $ | (143,101 | ) | $ | (7,417,774 | ) | |||||
| Discontinued operations: | ||||||||||||||||
| (Loss) Gain from discontinued operations | (1,171 | ) | 5,608 | (2,272 | ) | (12,004 | ) | |||||||||
| Total discontinued operations | (1,171 | ) | 5,608 | (2,272 | ) | (12,004 | ) | |||||||||
| Net income (loss) | $ | 1,284,920 | $ | (57,172 | ) | $ | (145,373 | ) | $ | (7,429,778 | ) | |||||
| Basic income (loss) per share | ||||||||||||||||
| Continuing operations | $ | 0.77 | $ | (0.05 | ) | $ | (0.09 | ) | $ | (6.38 | ) | |||||
| Discontinued operations | $ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | $ | (0.01 | ) | |||||
| Diluted income (loss) per share | ||||||||||||||||
| Continuing operations | $ | 0.75 | $ | (0.05 | ) | $ | (0.09 | ) | $ | (6.38 | ) | |||||
| Discontinued operations | $ | 0.75 | $ | 0.00 | $ | (0.00 | ) | $ | (0.01 | ) | ||||||
| Weighted average number of shares outstanding | ||||||||||||||||
| Basic | 1,662,171 | 1,246,208 | 1,610,640 | 1,163,417 | ||||||||||||
| Diluted | 1,717,653 | 1,246,208 | 1,638,381 | 1,163,417 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 3 |
American International Holdings Corp.
Consolidated Statements of Changes in Stockholders’ Deficit
(Unaudited)
Preferred Stock A | Preferred Stock B | Common Stock | Additional Paid-in | Common Stock | Retained Earnings | Treasury | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Payable | (Deficit) | Stock | (Deficit) | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | 1,000,000 | $ | 100 | $ | 917,781 | $ | 92 | $ | 9,172,353 | $ | $ | (10,559,658 | ) | $ | (3,894 | ) | $ | (1,391,007 | ) | |||||||||||||||||||||||||
| Imputed interest | - | - | - | 539 | 539 | |||||||||||||||||||||||||||||||||||||||
| Reclassification of derivative liabilities due to note conversion | - | - | - | 763,241 | 763,241 | |||||||||||||||||||||||||||||||||||||||
| Issuance of Series B preferred shares for In Process Research and Development | - | 500,000 | 50 | - | 601,802 | 601,852 | ||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for Series B preferred shares conversion | - | (500,000 | ) | (50 | ) | 34,294 | 3 | 47 | ||||||||||||||||||||||||||||||||||||
| Issuance of common shares under private placement | - | - | 3,333 | 0 | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for note settlement | - | - | 45,509 | 5 | 502,045 | 502,050 | ||||||||||||||||||||||||||||||||||||||
| Issuance of shares for services - related parties | - | - | 108,333 | 11 | 2,510,639 | 2,510,650 | ||||||||||||||||||||||||||||||||||||||
| Issuance of shares for services | - | - | 88,333 | 9 | 1,712,731 | 1,712,740 | ||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for debt settlement | - | - | 11,813 | 1 | 119,524 | 119,525 | ||||||||||||||||||||||||||||||||||||||
| Net (loss) | - | - | - | (7,372,606 | ) | (7,372,606 | ) | |||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2021 | 1,000,000 | $ | 100 | $ | 1,209,396 | $ | 121 | $ | 15,482,921 | $ | $ | (17,932,264 | ) | $ | (3,894 | ) | $ | (2,453,016 | ) | |||||||||||||||||||||||||
| Imputed Interest | - | - | - | 477 | 47 | |||||||||||||||||||||||||||||||||||||||
| Reclassification of derivative liabilities due to note conversion | - | - | - | 219,222 | 219,222 | |||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for note conversion and settlement | - | - | 63,348.23 | 6 | 416,630 | 416,636 | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | (57,172 | ) | (57,172 | ) | |||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | $ | 1,000,000 | $ | 100 | $ | $ | $ | 1,272,744 | $ | 127 | $ | 16,118,820 | $ | $ | (17,989,436 | ) | $ | (3,894 | ) | $ | (1,874,283 | ) | ||||||||||||||||||||||
Preferred Stock A | Preferred Stock B | Common Stock | Additional Paid-in | Common Stock | Retained Earnings | Treasury | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Payable | (Deficit) | Stock | (Deficit) | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 1,000,000 | $ | 100 | $ | 1,407,418 | $ | 141 | $ | 16,675,110 | $ | $ | (20,540,569 | ) | $ | (3,894 | ) | $ | (3,869,112 | ) | |||||||||||||||||||||||||
| Reclassification of derivative liabilities due to note conversion | - | - | - | 89,638 | 89,638 | |||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for note conversion and settlement | - | - | 84,878 | 9 | 204,796 | 204,805 | ||||||||||||||||||||||||||||||||||||||
| Issuance of shares for services - related parties | - | - | 23,717 | 2 | 86,122 | 86,124 | ||||||||||||||||||||||||||||||||||||||
| Issuance of shares for services | - | - | 88,768 | 9 | 284,991 | 285,000 | ||||||||||||||||||||||||||||||||||||||
| Net (loss) | - | - | - | (1,430,293 | ) | (1,430,293 | ) | |||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | 1,000,000 | $ | 100 | $ | 1,604,781 | $ | 161 | $ | 17,340,657 | $ | $ | (21,970,862 | ) | $ | (3,894 | ) | $ | (4,633,838 | ) | |||||||||||||||||||||||||
| Reclassification of derivative liabilities due to note conversion | - | - | - | 21,744 | 21,744 | |||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for note conversion and settlement | - | - | 301,866 | 30 | 52,837 | 16,170 | 69,037 | |||||||||||||||||||||||||||||||||||||
| Issuance of shares for services | 500 | 500 | ||||||||||||||||||||||||||||||||||||||||||
| Loan settlement – related parties | 14,106 | 14,106 | ||||||||||||||||||||||||||||||||||||||||||
| Gain on disposition of subsidiary – related parties | 102,092 | 102,092 | ||||||||||||||||||||||||||||||||||||||||||
| Rounding up shares due to reverse split | - | - | 21,974 | 2 | (2 | ) | ||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | 1,284,920 | 1,284,920 | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | 1,000,000 | $ | 100 | $ | 1,928,621 | $ | 193 | $ | 17,531,434 | $ | 16,670 | $ | (20,685,942 | ) | $ | (3,894 | ) | $ | (3,141,439 | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 4 |
AMERICAN INTERNATIONAL HOLDINGS CORP.
Condensed Consolidated Statements of Cash Flows
| For the Year Ended | For the Year Ended | |||||||
| June 30, 2022 | June 30, 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (143,101 | ) | $ | (7,417,774 | ) | ||
| Net loss from discontinued operations | (2,272 | ) | (12,004 | ) | ||||
| Adjustments to reconcile net income (loss) to net cash (used in) operating activities: | ||||||||
| Amortization of debt discount | 1,160,888 | 1,315,402 | ||||||
| Change in derivative liabilities | (2,489,189 | ) | (1,238,404 | ) | ||||
| Depreciation | 2,462 | 2,242 | ||||||
| Derivatives expenses | 1,409,584 | |||||||
| Imputed interest expense | 1,016 | |||||||
| Gain on disposal | (322,762 | ) | ||||||
| Gain on disposal - related parties | 58,059 | |||||||
| Stock issued for services rendered | 371,624 | 4,223,390 | ||||||
| Stock issued for in process research and development | 601,852 | |||||||
| (Increase) decrease in operating assets: | ||||||||
| Inventory | 3,840 | (3,840 | ) | |||||
| Prepaid expenses | (1,032 | ) | ||||||
| Rent Deposit | (4,492 | ) | (567 | ) | ||||
| (Decrease) increase in operating liabilities: | ||||||||
| Accounts payable | 34,470 | (7,687 | ) | |||||
| Accrued interest payable | 152,472 | 14,384 | ||||||
| Accrued compensation - related parties | (3,500 | ) | (3,000 | ) | ||||
| NET CASH USED IN OPERATING ACTIVITIES OF CONTINUING OPERATIONS | (1,239,560 | ) | (1,058,379 | ) | ||||
| NET CASH USED IN OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS | (104,928 | ) | (25,550 | ) | ||||
| NET CASH USED IN OPERATING ACTIVITIES | (1,344,488 | ) | (1,083,928 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Capital expenditures for property and equipment | (44,716 | ) | ||||||
| Net Cash proceed from disposition of Mangoceuticals, Inc. | 85,753 | |||||||
| Net cash outflow from disposition of EPIQ MD, Inc. | (2,123 | ) | ||||||
| NET CASH PROVIDED IN INVESTING ACTIVITIES OF CONTINUING OPERATIONS | 38,914 | |||||||
| NET CASH PROVIDED BY USED IN INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS | ||||||||
| NET CASH PROVIDED IN INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS | 38,914 | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from borrowings - related parties | 9,820 | |||||||
| (Repayment) to borrowings - related parties | (2,000 | ) | (32,984 | ) | ||||
| Proceeds from borrowings | 213,225 | 1,869,000 | ||||||
| (Repayment) to borrowings | (377,500 | ) | ||||||
| Proceeds from sales of stock | 100,000 | |||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES OF CONTINUING OPERATIONS | 211,225 | 1,568,336 | ||||||
| NET CASH USED IN FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS | (50 | ) | 12,000 | |||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 211,175 | 1,580,336 | ||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (1,094,399 | ) | 496,407 | |||||
| CASH AND CASH EQUIVALENTS: | ||||||||
| Beginning of period | 1,209,807 | 25,144 | ||||||
| End of period | $ | 115,408 | $ | 521,551 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | 106,677 | |||||
| Non-cash transactions: | ||||||||
| Common shares issued for notes conversion | $ | 273,842 | $ | 502,050 | ||||
| Common shares issued for loan settlement | $ | $ | 111,466 | |||||
| Discounts on convertible notes | $ | $ | 1,450,000 | |||||
| Adoption of ASC 842 | $ | 69,439 | $ | |||||
| Settlement of derivative liabilities | $ | 111,382 | $ | 763,241 | ||||
| Gain on disposition of Mangoceuticals, Inc. | $ | 102,092 | $ | |||||
The accompanying notes are an integral part of these financial statements.
| 5 |
American International Holdings Corp.
Notes to Consolidated Financial Statements
Six Months Ended June 30, 2022
(Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited condensed financial statements of American International Holdings Corp. (“AMIH” or the “Company”) have been prepared in accordance with the generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the applicable rules and regulations for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2021. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Impact of COVID-19 Pandemic on Consolidated Financial Statements. The outbreak of the 2019 novel coronavirus disease (“COVID-19”), which was declared a global pandemic by the World Health Organization on March 11, 2020, and the related responses by public health and governmental authorities to contain and combat its outbreak and spread has severely impacted the U.S. and world economies, the market for health spa services, nutrition supplements and our other business offerings during the end of the first quarter of 2020, and continuing through the end of 2020 and into 2021. Government mandated ‘stay-at-home’ and similar orders have to date, and may in the future, prevent us from operating. In late 2020, we made the decision to discontinue operations of our VISSIA Waterway, Inc. (“VISSIA Waterway”) and VISSIA McKinney (“VISSA McKinney”) MedSpa locations due to declines in customers and issues staffing such facilities, each as a result of the pandemic. Additionally, our Legend Nutrition store saw a deep decline in sales due to social distancing orders and decreases in customers who were willing to venture out to brick-and-mortar establishments during 2020. Legend Nutrition’s lease was up January 31, 2021, and the Company chose to not renew the lease, closed the store, and will not continue in this line of business moving forward. We also decided to cease offering construction services around July 2021.
As of the date of this Report, our operations are limited, and consist mainly of ZipDoctor, Inc., Life Guru, Inc., and EPIQ Scripts, LLC.
Moving forward, economic recessions, including those brought on by the continued COVID-19 outbreak may have a negative effect on the demand for our services and our operating results. Any prolonged disruption to our operations or work force availability is likely to have a significant adverse effect on our results of operations, cash flows and ability to meet continuing debt service requirements. All of the above may be exacerbated in the future as the COVID-19 outbreak and the governmental responses thereto continues.
Effective on May 12, 2022, the Company affected a 1-for-60 reverse stock split of its issued and outstanding common stock by the filing of a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada (filed on May 6, 2022 and effective on May 12, 2022)(the “Reverse Stock Split”). The Reverse Stock Split has been retroactively reflected throughout this Report. Also on May 6, 2022, a Second Amended and Restated designation of the Company’s Series A Preferred Stock was filed and became effective with the Secretary of State of Nevada, whereby, among other things, a 1,000-for-1 forward stock split of the outstanding Series A Preferred Stock of the Company was effected, which has also been retroactively reflected throughout this Report.
| 6 |
Note 2 - Organization, Ownership and Business
Prior to May 31, 2018, the Company was a 93.2% owned subsidiary of American International Industries, Inc. (“American” or “AMIN”) (OTCQB: AMIN). Effective May 31, 2018, the Company issued 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%. Effective April 12, 2019, the Company changed its business focus to the services of medical spas.
On April 12, 2019, the Company entered into a Share Exchange Agreement (the “Agreement”) with Novopelle Diamond, LLC (“Novopelle”) and all three members of Novopelle, pursuant to which the Company issued shares of the Company common stock to the members (three individuals) of Novopelle Diamond, LLC (“Novopelle”), a Texas limited company, to acquire % of the membership interests of Novopelle. The issuance of these shares represents 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 (provided that Mr. Alexander and Mr. Hernandez no longer serve as officers or directors of the Company). Everett Bassie and Charles Zeller resigned as board members of the Company. This transaction was treated as a reverse acquisition for accounting purposes, with the Company remaining the parent company and Novopelle (which has since been renamed VISSIA McKinney, LLC) becoming a wholly-owned subsidiary of the Company.
On April 28, 2020, the Company incorporated a wholly-owned subsidiary, ZipDoctor, Inc. (“ZipDoctor”) in the State of Texas. ZipDoctor plans to provide its customers with unlimited, 24/7 access to board certified physicians and licensed mental and behavioral health counselors and therapists via a newly developed, monthly subscription based online telemedicine platform. ZipDoctor was launched in August 2020 and has generated nominal revenues through the quarter ended June 30, 2022.
On May 15, 2020, the Company entered into a Securities Purchase Agreement (the “SPA”) with Global Career Networks Inc, a Delaware corporation (the “GCN”), the sole owner of Life Guru, Inc., a Delaware corporation (“Life Guru”). Pursuant to the SPA, the Company acquired a 51% interest in Life Guru from GCN. As consideration for the purchase of the 51% ownership interest in Life Guru, the Company issued to GCN shares of its then newly designated Series B Convertible Preferred Stock, which had an agreed upon value of $500,000 ($per share), and agreed to issue GCN up to an additional shares of Series B Convertible Preferred Stock (with an agreed upon value of $) upon reaching certain milestones, of which shares of Series B Convertible Preferred Stock were issued and which other shares of contingently issuable shares are no longer issuable.
On October 23, 2020, the Company incorporated a wholly-owned subsidiary, EPIQ MD, Inc. (“EPIQ MD”) in the state of Nevada. EPIQ MD is a direct-to-consumer, telemedicine and healthcare company targeting Americans who are uninsured or underinsured. The EPIQ MD service offering is a convergence of primary care telemedicine, preventative care services and wellness programs – under the EPIQ MD brand and on a single platform. EPIQ MD markets and sells its services direct to end-use consumers, as well as through business-to-business (B2B) efforts, by focusing on employers in the targeted industries. We divested our interest in EPIC MD in July 2022, as discussed below.
On October 7, 2021, the Company incorporated a wholly-owned subsidiary, Mangoceuticals, Inc. (“Mangoceuticals”) in the state of Texas with the intent of focusing on developing, marketing and selling a variety of men’s wellness products and services via a telemedicine platform. In June 2022, as discussed below, we divested our interest in Mangoceuticals.
On January 24, 2022, the Company formed EPIQ Scripts, LLC (“EPIQ Scripts”) in the state of Texas. EPIQ Scripts has been established with the intent of operating as a close-door online mail order pharmacy with a specific target and vision to obtain licenses in all 50 states across the U.S., of which only a license in the state of Texas has been obtained as of the date of this Report. EPIQ Scripts also plans to seek to become accredited with the most respected and highly recognized authorities in the industry, such as Utilization Review Accreditation Commission (URAC), Legit Script, Accreditation Commission for Health Care (ACHC), and National Association of Boards of Pharmacy (NABP) Digital Pharmacy. EPIQ Scripts also intends to obtain in-network contracts with all major Pharmacy Benefit Managers (PBM) and insurance payors.
| 7 |
The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: VISSIA McKinney, LLC (f/k/a Novopelle Diamond, LLC), VISSIA Waterway, Inc. (f/k/a Novopelle Waterway, Inc.), Novopelle Tyler, Inc., Legend Nutrition, Inc., Capitol City Solutions USA, Inc., EPIQ MD, Inc. (which interest was disposed subsequent to June 30, 2022), ZipDoctor, Inc., Mangoceuticals, Inc. (through June 16, 2022) and its majority-owned subsidiary, Life Guru, Inc and EPIQ Scripts, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.
On June 16, 2022, Company entered into and closed the transactions contemplated by a Stock Purchase Agreement (the “SPA”), with Cohen Enterprises, Inc. (“Cohen Enterprises”), which entity is owned and controlled by Jacob D. Cohen, the Chief Executive Officer, President and member of the Board of Directors of the Company. Pursuant to the SPA, which was approved by the Board of Directors (with Mr. Cohen abstaining) and the Audit Committee of the Board of Directors, the Company sold shares of the outstanding common stock of Mangoceuticals, which represented 80% of the then outstanding shares of common stock of Mangoceuticals, to Cohen Enterprises in consideration for $90,000, which was approximately the same amount that had been advanced to Mangoceuticals from the Company through the date of the SPA ($89,200). Cohen Enterprises also acquired the right to be repaid the $90,000 advanced from the Company to Mangoceuticals, from Mangoceuticals, pursuant to the terms of the SPA. As a result of the closing of the SPA, Cohen Enterprises owns 90% of Mangoceuticals (with the remaining % of Mangoceuticals being owned by an unrelated third party), and the Company has completely divested its interest in Mangoceuticals.
On July 7, 2022, the Company entered into a June 30, 2022 Equity Interest Purchase Agreement (the “Purchase Agreement”), with Alejandro Rodriguez and Pan-American Communications Services, S.A. (collectively, the “Buyers”) and our then wholly-owned subsidiary, EPIQ MD. Pursuant to the Purchase Agreement, the Company sold shares of common stock of EPIQ MD (the “Purchased Shares”), representing 100% of the then outstanding common stock of EPIQ MD, to the Buyers for an aggregate of $300,000, consisting of $150,000 of cash paid at closing and a $150,000 secured promissory note entered into on June 30, 2022 (the “Note”). The transactions contemplated by the Purchase Agreement closed on July 7, 2022 and effective as of June 30, 2022.
Note 3 - Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption.
In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)”. This standard simplifies the accounting for income taxes. This standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted for all entities. The Company adopted ASU 2019-12 effective on January 1, 2021, and it did not have an effect on the Company’s consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.
| 8 |
Note 4 – Other Receivable
On July 7, 2022, Company, entered into a June 30, 2022 Equity Interest Purchase Agreement (the “Purchase Agreement”), with Alejandro Rodriguez and Pan-American Communications Services, S.A. (collectively, the “Buyers”) and our then wholly-owned subsidiary, EPIQ MD. Pursuant to the Purchase Agreement, the Company sold shares of common stock of EPIQ MD (the “Purchased Shares”), representing of the then outstanding common stock of EPIQ MD, to the Buyers for an aggregate of $300,000, consisting of $150,000 of cash paid at closing and a $150,000 secured promissory note entered into on June 30, 2022 (the “ Note”). The transactions contemplated by the Purchase Agreement closed on July 7, 2022 and effective as of June 30, 2022. The principal amount of $150,000 secured promissory notes matures on September 30 ,2022. No interest is accrued if principal amount is paid by the maturity date. In the event of default, the interest will be accrued at 18% per annum.
As of June 30, 2022, the outstanding other receivable was $300,000. Cash payment of $150,000 was received on July 7, 2022.
Note 5 – Property and Equipment
Property and equipment from continuing operations were as follows on June 30, 2022, and December 31, 2021:
| June 30, 2022 | December 31, 2021 | |||||||
| Equipment | 18,328 | |||||||
| Furniture & fixtures | 26,388 | |||||||
| 44,716 | ||||||||
| Less accumulated depreciation and amortization | (2,462 | ) | ||||||
| Net property and equipment | $ | 42,254 | $ | |||||
Property and equipment from discontinued operations were as follows on June 30, 2022, and December 31, 2021:
| June 30, 2022 | December 31, 2021 | |||||||
| Leasehold improvement | 4,262 | 4,262 | ||||||
| Furniture & fixtures | 18,830 | 18,830 | ||||||
| Equipment | ||||||||
| 23,091 | 23,092 | |||||||
| Less accumulated depreciation and amortization | (11,164 | ) | (8,823 | ) | ||||
| Net property and equipment | $ | 11,927 | $ | 14,269 | ||||
Depreciation and amortization expense from continuing operations for the six months ended June 30, 2022, and 2021 was $2,462 and $2,242, respectively. Depreciation and amortization expense from discontinued operations for the three months ended June 30, 2022, and 2021 was $2,342 and $8,588, respectively.
| 9 |
Note 6 – Other assets
On May 15, 2020, the Company executed a securities purchase agreement with Global Career Networks Inc, a Delaware corporation (the “Seller”), the sole owner of Life Guru, pursuant to which the Company purchased from the Seller, a 51% interest in the capital stock of Life Guru, representing an aggregate of 2,040 shares of Life Guru’s common stock. Life Guru owns and operates the LifeGuru.me website which is currently in development and is anticipated to be fully launched in the fourth quarter of 2022. In consideration for the purchase, the Company agreed to issue the Seller shares of the Company’s Series B Preferred Stock at closing, which occurred on May 15, 2020. Up to an additional Series B Preferred Stock shares were to be issuable to the Seller upon Life Guru meeting certain milestones, provided that such milestones are met prior to the earlier of (i) one (1) year after closing; and (ii) thirty (30) days after the Company has provided the Seller written notice of a breach by the Seller of any provision of the SPA, which breach has not been reasonably cured within such thirty (30) day period (such earlier date of (i) and (ii), the “Milestone Termination Date”):
(a) Series B Preferred Stock shares upon completion of the fully operational LifeGuru.me website;
(b) Series B Preferred Stock shares upon such time as 300 coaches have signed up at LifeGuru.me; and
(c) Series B Preferred Stock shares upon such time as 1,000 coaches have signed up at LifeGuru.me.
The fair value of shares of the Company’s Series B Preferred Stock issued at closing, valued on such grant date was $605,488, which equaled the market price per common share on the grant multiplied by the equivalent number of common shares which would be issuable upon conversion of Series B Preferred Stock.
The Company did not recognize any liabilities related to the milestone shares due to the uncertainty surrounding such milestones.
The % owned subsidiary is a consolidated entity which requires the presentation of noncontrolling interest in the consolidated statements of operations for the six months ended June 30, 2022. As there was minimal activity for the entity as of June 30, 2022, minimal assets and liabilities and, no noncontrolling interest were presented at the period ended June 30, 2022. Since the asset is not substantiating a future cash flow, the Company determined an impairment adjustment was necessary for the periods presented. Investment in Life Guru of $ was impaired in full during the fourth quarter of 2020.
During the first quarter of 2021, the Company issued Series B Preferred Stock shares for reaching the second milestone (milestone (b)). The fair value of shares of the Company’s Series B Preferred Stock issued at closing, valued on such grant date was $601,852, which equaled the market price per common share on the grant multiplied by the equivalent number of common shares which would be issuable upon conversion of Series B Preferred Stock. This amount was expensed as in process research and development.
Since more than one year has elapsed since closing, the right of the Seller to earn the milestone shares set forth in (a) and (b) above has expired.
Note 7 – Capital lease
On June 17, 2020, the Company entered into an agreement with a vendor to purchase equipment used in its spa operations. Pursuant to the agreement, the Company agreed to pay a total amount of $44,722 in 24 installments, or $1,819 per month plus tax. The outstanding balance of this capital lease was $34,987 as of December 31, 2020. Due to the discontinued operation, the Company returned equipment in the first quarter of 2021. The Company impaired $1,455 to bring the asset down to the value of the liability. As of December 31, 2021, the Company was released from the capital lease with an outstanding balance of $0.
| 10 |
On July 14, 2020, the Company entered into an agreement with a vendor to purchase equipment used in its spa operations. Pursuant to the agreement, the Company agreed to pay a total amount of $44,722 in 24 installments, or $1,819 per month plus tax. The outstanding balance of this capital lease was $31,457 as of December 31, 2020. Due to the discontinued operation, the Company returned equipment in the first quarter of 2021. The Company impaired $5,991 to bring the asset down to the value of the liability. As of December 31, 2021, the Company was released from the capital lease with an outstanding balance of $0.
Note 8 – Operating Right-of-Use Lease Liability
On January 1, 2019, the Company adopted Accounting Standards Update No. 2016-2, Leases (Topic 842), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosure surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.
As of June 30, 2021, the Company had one leasing agreement subject to Accounting Standards Codification (ASC) 842.
Location 1 – EPIQ Scripts, LLC
On February 15, 2022, the Company recognized an operating right-of-use asset in the amount of $69,439 and an operating lease liability in the amount of $69,439 in connection with Location 1. The lease term is seventeen (17) months and expires in July 2023.
The following is a schedule, by year, of maturities of lease liabilities as of June 30, 2022:
| 2022 | 24,640 | |||
| 2023 | 28,747 | |||
| Total undiscounted cash flow | 53,387 | |||
| Less imputed interest (8%) | (4,077 | ) | ||
| Present value of lease liabilities | $ | 49,310 |
The operating lease right-of-use asset net balance at June 30, 2022 related to this location was $49,310.
Note 9 – Accrued Compensation for Related Parties
At June 30, 2022, accrued compensation was $100,000, representing $50,000 owed to Jacob Cohen, the Company’s CEO and $25,000 owed to each of Alan Hernandez and Esteban Alexander, the Company’s former officers and directors.
Note 10 – Notes Payable
Notes payable represents the following at June 30, 2022:
| Note payable to an individual dated July 8, 2019 for $40,000, with interest at 8% per annum and due on July 8, 2020. The Note is currently past due. | 40,000 | |||
| Note payable dated July 7, 2020 for $50,000, with interest at 5% per annum and due on July 7, 2021. The Note is unsecured. The Note is currently past due. | $ | 50,000 | ||
| 11 |
| Note payable of $53,000 dated August 5, 2020 for cash of $53,000, with interest at 8% per annum and due on November 5, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $70,736 was paid during the six months ended June 30, 2021. | 53,000 | |||
| Less: Repayment | (53,000 | ) | ||
| Note payable of $105,000 dated August 11, 2020 for cash of $100,000, net of original issue discount of $5,000, with one-time interest charge of 8% payable and due on May 11, 2021. The outstanding balance of the Note will be increase by 135% if in default. The Note is a convertible promissory note. The conversion price equals the lower of $30 per share (as adjusted for the reverse stock split) or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. The note and accrued interest totaling $111,466 was settled by the issuance of post-reverse split common shares of the Company and $50,000 in cash. The note and accrued interest were converted at $9.68 per share (as adjusted for the reverse stock split) and settled with additional shares valued at $ (as adjusted for the reverse stock split) per share. Accordingly, the Company recorded a loss on loan settlement of $58,059 during the six months ended June 30, 2021. | $ | 105,000 | ||
| Less: Repayment | (105,000 | ) | ||
| Note payable of $53,000 dated September 14, 2020 for cash of $53,000, with interest at 8% per annum and due on December 14, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $70,736 was paid during the six months ended June 30, 2021. | $ | 53,000 | ||
| Less: Repayment | (53,000 | ) | ||
| Note payable to an unrelated party dated September 11, 2020 for $4,000, with no interest and due on demand. | $ | 4,000 | ||
| Note payable to an unrelated party dated September 16, 2020 for $5,000, with no interest and due on demand. | $ | 5,000 | ||
| Note payable of $56,750 dated October 12, 2020, for cash of $52,750, with interest at 8% per annum and due on October 12, 2021. The annual interest rate will increase to 24% if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $3.00 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $56,750 was converted into post-reverse split common shares of the Company within the terms of the note during the six months ended June 30, 2021. | $ | 56,750 | ||
| Less: Repayment | (56,750 | ) | ||
| Note payable of $138,00 dated November 13, 2020 for cash of $138,000, with interest at 8% per annum and due on November 13, 2021. The annual interest rate will increase to 18% if it is in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $183,483 was paid during the six months ended June 30, 2021. | $ | 138,000 | ||
| Less: Repayment | (138,000 | ) | ||
| 12 |
| Note payable of $83,500 dated December 2, 2020 for cash of $83,500, with interest at 8% per annum and due on March 2, 2022. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $104,527 was paid during the six months ended June 30, 2021. | $ | 83,500 | ||
| Less: Repayment | (83,500 | ) | ||
| Note payable of $425,000 dated January 6, 2021 for cash of $400,000, with interest at 6% per annum and due on January 7, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $3.00 or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. The note and accrued interest totaling $437,359 was converted into post-reverse stock split common shares of the Company within the terms of the note during the six months ended June 30, 2021. | $ | 425,000 | ||
| Less: Conversion | (425,000 | ) | ||
| Note payable of $425,000 dated January 6, 2021 for cash of $400,000, with interest at 6% per annum and due on January 7, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $3.00 or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. The note and accrued interest totaling $437,297 was converted into post-reverse stock split common shares of the Company within the terms of the note during the six months ended June 30, 2021. | $ | 425,000 | ||
| Less: Conversion | (425,000 | ) | ||
| Note payable of $300,000 dated March 30, 2021 for cash of $282,000, with interest at 6% per annum and due on March 30, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $14.62 (as adjusted for the reverse stock split) or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. The Note is currently past due. | $ | 300,000 | ||
| Note payable of $300,000 dated March 30, 2021 for cash of $282,000, with interest at 6% per annum and due on March 30, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $14.62 (as adjusted for the reverse stock split) or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. A partial conversion of the Note and accrued interest totaling $195,226 was converted into post-reverse stock split common shares of the Company within the terms of the note during the six months ended June 30, 2022. The Note is currently past due. | $ | 300,000 | ||
| Less: Conversion | (165,000 | ) | ||
| 135,000 | ||||
| 13 |
| Note payable of $265,958 dated June 24, 2021 for cash of $250,000, with interest at 6% per annum and due on June 24, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $14.62 (as adjusted for the reverse stock split) or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. A partial conversion of note totalling $185,630 was converted into post-reverse stock split common shares of the Company within the terms of the note during the six months ended June 30, 2022. The Note is currently past due. | $ | 265,958 | ||
| Less: Conversion | (185,630 | ) | ||
| 80,328 |
| Note payable of $271,958 dated June 24, 2021 for cash of $256,000, with interest at 6% per annum and due on June 24, 2022. The annual interest rate will increase to 15% if it is in default. The Note is a convertible promissory note. The conversion price equals the lesser of $14.62 (as adjusted for the reverse stock split) or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. A partial conversion of the note and accrued interest totalling $186,600 was converted into post-reverse stock split shares of the Company within the terms of the note during the six months ended June 30, 2022. The Note is currently past due. | $ | 271,958 | ||
| Less: Conversion | (176,704 | ) | ||
| 95,254 | ||||
| On September 24, 2021, the Company had a short-term advance payable in the amount of $50,000 to an unrelated party, with no interest and due on demand. The short-term advance was paid in full on December 1, 2021. | $ | 50,000 | ||
| Less: Repayment | $ | (50,000 | ) | |
| Note payable of $750,000 dated November 22, 2021 for cash of $750,000, with interest at 10% per annum and due on June 24, 2022. The annual interest rate will increase to 16% or the maximum amount permitted by law if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $4.50 (as adjusted for the reverse stock split) or 80% of the offering price per share of Common Stock at which the Company offers shares of Common Stock in a public offering which results in the Common Stock being uplisted on a national stock exchange or Nasdaq, that occurs within 220 days from the date the Notes are issued, which date has passed (an “Uplist Offering”). A partial conversion of the accrued interest totaling $16,170 was converted into post-reverse stock split shares of the Company within the terms of the Note during the six months ended June 30, 2022. The Note is currently past due. | $ | 750,000 | ||
| Note payable of $500,000 dated November 30, 2021 for cash of $500,000, with interest at 10% per annum and due on November 30, 2022. The annual interest rate will increase to 16% or the maximum amount permitted by law if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $4.50 (as adjusted for the reverse stock split) or 80% of the offering price per share of Common Stock at which the Uplist Offering is made. | $ | 500,000 | ||
| Note payable of $250,000 dated December 1, 2021 for cash of $250,000, with interest at 10% per annum and due on December 1, 2022. The annual interest rate will increase to 16% or the maximum amount permitted by law if in default. The Note is a convertible promissory note. The conversion price equals the lesser of 4.50 (as adjusted for the reverse stock split) or 80% of the offering price per share of Common Stock at which the Uplist Offering is made. | $ | 250,000 | ||
| 14 |
| Note payable of $500,000 dated December 2, 2021 for cash of $500,000, with interest at 10% per annum and due on December 2, 2022. The annual interest rate will increase to 16% or the maximum amount permitted by law if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $4.50 (as adjusted for the reverse stock split) or 80% of the offering price per share of Common Stock at which the Uplist Offering is made. | $ | 500,000 | ||
| As of June 30, 2022 the Company had a short-term Advance payable in amount of $20,000 to a unrelated party, with no interest which is due on demand. | $ | 20,000 | ||
| Note payable of $137,500 dated May 13, 2022 for cash of $128,450, with interest at 6% per annum and due on May 13, 2023. In connection with the original issue discount promissory note the Company recorded OID of $9,050 which are to be amortized over the term of the note and derivative liabilities of $55,323. The annual interest rate will increase to 22% upon the occurrence of an event of default. The Note is a convertible promissory note. The conversion price equals 75% of the lowest daily VWAP of the Common Stock during the seven (7) consecutive trading day period prior to conversion. | $ | 137,500 | ||
| Note payable of $88,775 dated June 16, 2022 for cash of $85,775, with interest at 6% per annum and due on May 13, 2023. In connection with the original issue discount promissory note the Company recorded OID of $3,000 which are to be amortized over the term of the note and derivative liabilities of $38,713. The annual interest rate will increase to 22% upon the occurrence of an event of default. The Note is a convertible promissory note. The conversion price equals 75% of the lowest daily VWAP of the Common Stock during the seven (7) consecutive trading day period prior to conversion. | $ | 88,775 | ||
| Total | $ | 2,955,857 | ||
| Less: unamortized discount | (1,425,221 | ) | ||
| Total | $ | 1,530,636 | ||
| Short term convertible notes, net of discount of $1,425,221 | $ | 1,451,636 | ||
| Long-term convertible notes, net of discount of $0 | $ | |||
| Short-term non-convertible notes – continuing operations | $ | 75,000 | ||
| Short-term non-convertible notes – discontinued operations | $ | 4,000 | ||
| Long-term non-convertible notes | $ | 0 |
Note 11 – Loans from Related Parties
| 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 post-reverse stock split shares of their AMIH common stock. The Company issued individual promissory notes with an aggregate principal amount of $350,000 (the “Promissory Notes”) for cancellation of the post-reverse stock split common shares. 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. The Company recorded interest of $7,506 on these notes during the year ended December 31, 2020. The accrued interest on these notes was $18,982 as of December 31, 2020. The Note and accrued interest totaling $ 280,108 was settled by the issuance of post-reverse stock split common shares of the Company. The shares were valued at $ and $ (as adjusted for the reverse stock split) per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $758,601 during the year ended December 31, 2020. | $ | 350,000 | ||
| Less: Conversion | (240,000 | ) | ||
| 110,000 |
| 15 |
| Short-term note payable in the amount of $13,473 to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party. The Company had settled this note payable of $13,473 and accrued interest of $2,633 with a payment of $2,000 in cash on May 23, 2022. | 0 | |||
| As of June 30, 2022, outstanding loan balances payable to the Company’s CEO and board member, Jacob Cohen, were $0 with no interest and due on demand | 50 | |||
| Less: payment | (50 | ) | ||
| $ | 110,000 | |||
| Less: unamortized discount | 0 | |||
| Total | $ | 110,000 | ||
| Long-term loan from related parties | $ | |||
| Short-term loan from related parties – continuing operations | $ | 110,000 | ||
| Short-term loan from related parties – discontinued operations | $ |
Note 12 – Derivative Liabilities
Notes that are convertible at a discount to market are considered embedded derivatives.
Under Financial Accounting Standard Board (“FASB”), U.S. GAAP, Accounting Standards Codification, “Derivatives and Hedging”, ASC Topic 815 (“ASC 815”) requires that all derivative financial instruments be recorded on the balance sheet at fair value. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market-based pricing models incorporating readily observable market data and requiring judgment and estimates.
The Company’s convertible note has been evaluated with respect to the terms and conditions of the conversion features contained in the note to determine whether they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the conversion features contained in the notes totaled $1,575,083 and represent a freestanding derivative instrument that meets the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instrument in the note is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instrument of the convertible note was measured using the Lattice Model at the inception date of the note and will do so again on each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date. The derivative liabilities will be reclassified into additional paid in capital upon conversion.
The Convertible Note derivatives were valued as of December 31, 2021, at issuance, at conversion and at June 30, 2022, as set forth in the table below.
| Derivative liabilities as of December 31, 2021 | $ | 4,141,272 | ||
| Initial derivative liabilities at new note issuance | 94,036 | |||
| Initial loss | ||||
| Conversion | (111,382 | ) | ||
| Mark to market changes | (2,489,189 | ) | ||
| Derivatives liabilities as of June 30, 2022 | $ | 1,634,737 |
As of June 30, 2022, the Company had derivative liabilities of $1,634,737, and recorded changes in derivative liabilities in the amount of $2,489,189 during the six months ended June 30, 2022.
| 16 |
The following assumptions were used for the valuation of the derivative liability related to the Notes:
| - | The stock price would fluctuate with the Company’s projected volatility; |
| - | The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note ranged from 116% through 206% at issuance, conversion, and quarters ends; | |
| - | The Company would not redeem the notes; | |
| - | An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty; | |
| - | The Company would raise capital quarterly at market, which could trigger a reset event; and | |
| - | The Holder would convert the note monthly if the Company was not in default. |
The following assumptions were used for the valuation of the warrant derivative liability related to the Notes:
| - | The stock price would fluctuate with the Company’s projected volatility; | |
| - | The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note ranged from 166% through 166.9% at issuance, conversion, and quarters ends. | |
| - | The Warrants with the fixed $12.00, $21.00, and $30.00 (each as adjusted for the reverse stock split) exercise prices are subject to full ratchet reset provisions; | |
| - | The Company would raise capital quarterly at market, which could trigger a reset event; | |
| - | The cash flows are discounted to net present values using risk free rates; discount rates were based on risk free rates in effect based on the remaining term; | |
| - | The occurrence of a fundamental transaction by a public company was estimated at 2.5% after 2.5 years and 5% prior to maturity; and | |
| - | The Holder would hold the warrant to maturity (5-year terms) at which point it could exercise the warrant if the warrant were in the money. |
Note 13 – Capital Stock
Preferred Stock
The Company is authorized to issue up to shares of preferred stock, $ par value, of which shares were designated as Series A Preferred Stock and were designated as Series B Preferred stock, the balance of shares of preferred stock were undesignated as of June 30, 2022.
The holders of Series A Preferred Stock have no dividend rights, liquidation preference and conversion rights. As long as any shares of Series A Preferred Stock remain issued and outstanding, the holders of Series A Preferred Stock have the right to vote on all shareholder matters equal to sixty percent (60%) of the total vote. At the option of the Company, Series A Preferred Stock is redeemable at $ per share.
The holders of Series B Preferred Stock have the same dividend rights as common stockholders on a fully converted basis, are entitled to receive pari passu with any distribution of any of the assets of the Company to the holders of the Company’s common stock, but not prior to any holders of senior securities. Each share of Series B Preferred Stock may be converted, at the option of the holder thereof, into that number of shares of common stock of the Company as equals $1.00 divided by 90% of the average of the volume weighted average prices (“VWAP”) of the Company’s common stock, for the five trading days immediately preceding the date the notice of conversion is received, subject to the limit of 4.999% of the Company’s outstanding shares of common stock. The holders of Series B Preferred Stock have no voting rights.
In the first quarter of 2021, the Company issued shares of Series B Preferred Shares to a third party for services related to research and development. The shares were subsequently converted into post-reverse stock split shares of common stock. The shares were valued at $601,582.
The Company has one million post-forward split shares of Series A Preferred Stock outstanding as of June 30, 2022 and December 31, 2021. As of June 30, 2022, and December 31, 2021, shares of Series B Preferred Stock were issued and outstanding.
| 17 |
Common Stock
The Company is authorized to issue up to shares of common stock, $ par value, of which post-reverse stock split shares were issued and outstanding as of June 30, 2022 and post-reverse stock split common stock shares were issued and outstanding at December 31, 2021.
During the six months ended June 30, 2022, the Company issued post-reverse stock split shares of the Company’s common stock in consideration for services performed by employee, directors and non-employee consultants. The shares were valued at $101,124 based on the market price on the date of agreement.
In the first quarter of 2022, the Company issued post-reverse stock split common shares to investors in exchange for $204,805 of principal and accrued interest owed under the terms and conditions of convertible notes as issued.
In the second quarter of 2022, the Company issued common shares to investors in exchange for $69,476 of principal and accrued interest owed under the terms and conditions of convertible notes as issued.
Note 14 – Going Concern
These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.
As reflected in the accompanying financial statements, the Company has a net loss from continuing operations of $26,904 for the six months ended June 30, 2022, and net loss from continuing operations of $7,417,774 for the six months ended June 30, 2021, a loss from discontinued operation of $2,272 and $12,004 for the six months ended June 30, 2022 and 2021, respectively, and an accumulated deficit of $20,685,942 as of June 30, 2022. 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. 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. There can be no assurance that the Company will become commercially viable without additional financing, the availability, and terms of which are uncertain. If the Company cannot secure necessary capital when needed on commercially reasonable terms, its business, condition (financial and otherwise) and commercial viability may be harmed. Although management believes that it will be able to successfully execute its business plan, which includes third party financing and the raising of capital to meet the Company’s future liquidity needs, there can be no assurances in this regard. These matters raise substantial doubt about the Company’s ability to continue as a going concern.
Note 15 – Commitments and Contingencies
In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company believes the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows.
Robert Holden vs AMIH
On October 14, 2019, Robert Holden, the Company’s former CEO, filed a Petition and Application for Temporary Restraining Order in the District Court of Harris County, Texas, against the Company stating that the Company is blocking Mr. Holden’s legal right to trade his shares in the open market and further attempting to stake his claim that he maintains his rights to the shares he received in connection with his acceptance as CEO of the Company on or around May 31, 2018. The Company is maintaining the position that Mr. Holden does not have the right to those shares as he was in breach of his obligation to convey a digital marketing business to the Company and subsequently resigned from the Company shortly thereafter, on or around August 15, 2018 and that he procured the shares through fraud. On November 11, 2019, the Company issued a response with a Motion to Dismiss Under the Texas Citizen’s Participation Act (TCPA) citing that any declaratory judgment and breach of contract claims be dismissed unless Mr. Holden can, through “clear and specific evidence”, establish a prima facie case for each essential element of his claims.
| 18 |
After an attempt to remand the case to federal court, the Company filed an amended notice of submission for its TCPA motion for submission on May 18, 2020, whereby Holden failed to respond to the motion in a timely manner. On May 18, 2020, the Company filed a response in support of its motion to dismiss under the TCPA, which was denied on June 3, 2020. Immediately thereafter, on June 4, 2020, the Company filed a notice of accelerated interlocutory appeal to appeal the denial of the motion to dismiss under the TCPA and the trial court’s failure to rule on the Company’s objection to the timeliness of Holden’s response. The outcome of this action, and the ultimate outcome of the lawsuit is currently unknown at this time, provided that the Company intends to vehemently defend itself against the claims made in the lawsuit.
AMIH vs. Winfred Fields
On November 11, 2019, the Company filed an original petition and jury demand against Winfred Fields, a shareholder, in the 458th Judicial District Court of Fort Bend County seeking damages related to breach of contract and fraud related charges. The Company executed an exchange agreement with Mr. Fields on or around April 12, 2019 whereby Mr. Fields was required to tender to the Company a total of of the shares of the Company’s common stock that Mr. Fields then owned (the “Exchanged Shares”) in exchange for a promissory note with a maturity date of April 12, 2021 payable in the amount of $42,500 (the “Fields Note”) (see also “Note 12 – Loans from Related Parties”). The Exchange Agreement required that Mr. Fields immediately return the stock certificates for the Exchanged Shares to the Company or its designated agent for immediate cancellation and for Mr. Fields to retain the remaining shares. Mr. Fields agreed in the Exchange Agreement that these shares would not become unrestricted until such time as Mr. Fields received an opinion of counsel satisfactory to the Company that the shares were not restricted for trade under SEC regulations. After executing the Exchange Agreement, Mr. Fields—rather than return the Exchanged Shares or obtain said opinion of counsel—attempted to deposit and trade the Exchanged Shares and the restricted shares, which was a direct violation of the Exchange Agreement. The Company asserts that Mr. Fields knowingly, willingly and fraudulently attempted to deposit and trade the Exchanged Shares and is seeking damages and equitable relief. Upon several attempts to serve Mr. Fields, service was perfected on or around February 3, 2020. On March 2, 2020, Mr. Fields filed a response generally denying all claims. On May 22, 2020, the Company filed its first request for production and request for disclosure and discovery insisting that Mr. Fields produce all documentation related to the fraudulent transaction and is awaiting a response to these requested discovery items. The outcome of this action is currently unknown at this time. In November 2019, the Company recovered shares from Mr. Fields which were cancelled in 2019.
Asher Park, LLC vs. Novopelle Tyler
On August 11, 2021, Asher Park, LLC (“Asher Park”) filed a petition against the Company and its subsidiary, Novopelle Tyler, Inc. (“Novopelle Tyler”) in the 241st Judicial District Court of Smith County, Texas seeking to recover damages in the amount of $66,651 against that commercial lease and commercial lease guaranty agreement that was signed between the parties on or around January 8, 2020 to occupy retail premises located at 1058 Asher Way, Suite 100, in Tyler, Texas. As this commercial lease was executed prior to the COVID-19 pandemic, and due to the uncertainty of the effects on retail establishments during the pandemic, Novopelle Tyler never officially took possession of the retail premise. On September 23, 2021, the Company and Novopelle Tyler filed an Original Answer and Affirmative Defense denying the allegations made by Asher Park.
On January 26, 2022, Novopelle Tyler and the Company entered into a Settlement Agreement & Mutual Release with Asher Park whereby Novopelle Tyler and the Company agreed to pay Asher Park a total of $35,000 in full and final settlement of all of the Asher Park’s claims. Accordingly, Asher Park, in consideration for the execution of the Settlement Agreement dismissed the lawsuit against both Novopelle Tyler and the Company.
Stanley Tate d/b/a Triangle Cabinets vs. Capitol City Solutions USA, Inc.
On September 10, 2021, Stanley Tate d/b/a Triangle Cabinets (“Tate”), a materials supplier and subcontractor that was hired by the Company’s subsidiary, Capitol City Solutions USA, Inc. (CCS), filed a petition against the Company, CCS, and CCS’s construction client, PC Gateway, LLC (“PC Gateway”) in the 136th Judicial District Court of Jefferson County, Texas seeking payment in the amount of $77,681 for services Tate claimed to provide CCS and PC Gateway. The Company and CCS were not officially served until on or around October 21, 2021. On October 25, 2021, the Company and CCS filed an Original Answer denying the allegations made by Tate as Tate had failed to provide the services in which they were hired to perform and demanding strict proof by a preponderance of credible evidence.
On December 29, 2021, Tate dismissed all claims against both the Company and CCS.
| 19 |
Capitol City Solutions USA, Inc. vs. Peak Living, LLC and PC Gateway, LLC
On November 1, 2021, the Company’s subsidiary, Capitol City Solutions USA, Inc. (CCS), filed a petition against PC Gateway and Peak Living, LLC (“Peak Living”) in the 58th Judicial District Court of Jefferson County Texas demanding the payment of the final invoice as delivered to Peak Living in the amount of $2,069,908 representing the balance as owed to CCS for substantial supplemental charges (including but not limited to dehumidifiers, various material cost and labor increases, code compliance costs, and additional profit and overhead). Throughout the term of a project completed by CCS for Peak Living, Peak Living instructed CCS to perform additional work beyond the original scope of the contracted agreement and fully understood that CCS expected to be compensated at the fair market value for the additional labor and materials. In addition to seeking actual and statutory damages, CCS is seeking to recover attorney’s fees, prejudgment and post judgment interest, costs of court and has further placed a constitutional lien on the PC Gateway property, known as Gateway Village, located at 2825 12th Street, Beaumont, Texas, 77705 and which is the subject of the lawsuit. Based on information received through the discovery process, CCS entered into a Settlement Agreement and Release on March 29, 2022, with Peak Living whereby CCS agreed to dismiss Peak Living of all claims under the lawsuit.
Note 16 – Discontinued Operations
During 2021, the Company decided to discontinue the operation of its VISSIA McKinney, VISSIA Waterway, Legend Nutrition, Capitol City Solutions USA, Inc. subsidiaries. VISSIA McKinney, VISSIA Waterway, Legend Nutrition, Capitol City Solutions USA, Inc. have been presented as discontinued operations in the accompanying consolidated financial statements and are summarized below:
| Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Revenue | $ | $ | 2,530 | |||||
| Cost of revenue | ||||||||
| Gross profit | 2,530 | |||||||
| Operating expenses | (2,272 | ) | (14,534 | ) | ||||
| Loss from operations | (2,272 | ) | (12,004 | ) | ||||
| Other income (expenses) | ||||||||
| Net loss | $ | (2,272 | ) | $ | (12,004 | ) | ||
| As of | ||||||||
| June 30, 2022 | December 31, 2021 | |||||||
| Assets of discontinued operations - current | $ | $ | ||||||
| Assets of discontinued operations - intangible | ||||||||
| Assets of discontinued operations - non-current | 11,927 | 14,199 | ||||||
| Net liabilities of discontinued operations | $ | 4,948 | $ | 112,199 | ||||
| 20 |
Note 17 – Disposition of subsidiaries
On June 16, 2022 the Company entered into a Stock Purchase Agreement with Cohen Enterprises, Inc. (buyer) to sell buyer all shares of common stock of Mangoceuticals, Inc. for $90,000 in cash paid at closing. Pursuant to the Stock Purchase Agreement, the disposition of Mangoceuticals, Inc generated net cash proceed of $85,753, release of accounts payable and accrued expenses of $16,339 and resulted in a gain of $102,092. This transaction is considered as a related party transactions in accordance with the ASC 850.
On June 30, 2022 the Company entered into an agreement for Equity Interest Purchase of Epiq MD, Inc. with Alejandro Rodriguez and Pan-American Communications Services S.A. (buyers) to sell buyers all of the issued and outstanding shares of common stock of Epiq MD, Inc. for an aggregate amount of $300,000, consisting of $150,000 of cash paid at closing and a $150,000 secured promissory note. (Refer to Note 4 – Other Receivable) Pursuant to the Equity Interest Purchase Agreement, the disposition of Epiq MD, Inc generated net cash outflow of $2,123, increase in other receivable of $300,000, loss on security deposit of $3,599, release of accounts payable and accrued expenses of $28,484 and resulted in a gain of $322,762.
Note 18 – Subsequent Events
On July 1 2022, the Company issued shares of common stock to a note holder in exchange for $16,693 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Mast Hill Fund, LP, dated November 22, 2021.
On July 7, 2022, Company, entered into a June 30, 2022 Equity Interest Purchase Agreement (the “Purchase Agreement”), with Alejandro Rodriguez and Pan-American Communications Services, S.A. (collectively, the “Buyers”) and our then wholly-owned subsidiary, EPIQ MD. Pursuant to the Purchase Agreement, the Company sold shares of common stock of EPIQ MD (the “Purchased Shares”), representing 100% of the then outstanding common stock of EPIQ MD, to the Buyers for an aggregate of $300,000, consisting of $150,000 of cash paid at closing and a $150,000 secured promissory note entered into on June 30, 2022 (the “Note”). The transactions contemplated by the Purchase Agreement closed on July 7, 2022 and effective as of June 30, 2022.
On July 8, 2022, the Company issued shares of common stock to a note holder in exchange for $11,328 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Mast Hill Fund, LP, dated November 22, 2021.
On July 12, 2022, the Company issued shares of common stock to a note holder in exchange for $9,855 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note as issued to Quick Capital, LLC, dated June 24, 2021.
On July 13, 2022, the Company issued shares of common stock to a note holder in exchange for $11,328 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Mast Hill Fund, LP, dated November 22, 2021.
On July 18, 2022, the Company issued shares of common stock to a note holder in exchange for $15,820 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Talos Victory Fund, LLC dated November 30, 2021.
On July 21, 2022, the Company issued shares of common stock to a note holder in exchange for $11,328 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Mast Hill Fund, LP, dated November 22, 2021.
On August 4, 2022, the Company issued shares of common stock to a note holder in exchange for $10,000 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note as issued to Quick Capital, LLC, dated June 24, 2021.
On August 9, 2022, the Company issued shares of common stock to a note holder in exchange for $6,506 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note as issued to Mast Hill Fund, LP, dated November 22, 2021.
On August 9, 2022, the Company issued shares of common stock to a note holder in exchange for $10,854 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Talos Victory Fund, LLC dated November 30, 2021.
| 21 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
The following discussion should be read in conjunction with the American International Holdings Corp. financial statements and accompanying notes included elsewhere in this Report.
All references to years relate to the fiscal year ended December 31 of the particular year.
This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Part II. Other Information - Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 29, 2022 (the “Annual Report”).
Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our unaudited consolidated financial statements included above under “Part I - Financial Information - Item 1. Financial Statements”.
Our logo and some of our trademarks and tradenames are used in this Report. This Report also includes trademarks, tradenames and service marks that are the property of others. Solely for convenience, trademarks, tradenames and service marks referred to in this Report may appear without the ®, ™ and SM symbols. References to our trademarks, tradenames and service marks are not intended to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensors if any, nor that respective owners to other intellectual property rights will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
The market data and certain other statistical information used throughout this Report are based on independent industry publications, reports by market research firms or other independent sources that we believe to be reliable sources. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We are responsible for all of the disclosures contained in this Report, and we believe these industry publications and third-party research, surveys and studies are reliable. While we are not aware of any misstatements regarding any third-party information presented in this Report, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under, and incorporated by reference in, the section entitled “Risk Factors”, below. These and other factors could cause our future performance to differ materially from our assumptions and estimates. Some market and other data included herein, as well as the data of competitors as they relate to American International Holdings Corp., is also based on our good faith estimates.
Effective on May 12, 2022, the Company affected a 1-for-60 reverse stock split of its issued and outstanding common stock by the filing of a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada (filed on May 6, 2022 and effective on May 12, 2022)(the “Reverse Stock Split”). The Reverse Stock Split has been retroactively reflected in the disclosures below. Also on May 6, 2022, a Second Amended and Restated designation of the Company’s Series A Preferred Stock was filed and became effective with the Secretary of State of Nevada, whereby, among other things, a 1,000-for-1 forward stock split of the outstanding Series A Preferred Stock of the Company was effected, which has also been retroactively reflected below.
Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “American International”, “AMIH” and “American International Holdings Corp.” refer specifically to American International Holdings Corp. and its consolidated subsidiaries.
In addition, unless the context otherwise requires and for the purposes of this Report only:
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; | |
| ● | “SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and | |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended. |
| 22 |
Where You Can Find Other Information
We file annual, quarterly, and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov and are available for download, free of charge, soon after such reports are filed with or furnished to the SEC, on our website at https://amihcorp.com/investors/. Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. Our website address is https://amihcorp.com. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.
Summary of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
| ● | Business of the Company and Recent Restructuring Events. Discussion of our business and recent events affecting us, to provide context for the remainder of MD&A. | |
| ● | Plan of Operations. Discussion of our strategy moving forward and how we plan to seek to increase stockholder value. | |
| ● | Results of Operations. An analysis of our financial results comparing the three and six months ended June 30, 2022, and 2021. | |
| ● | Liquidity and Capital Resources. A discussion of our financial condition, including descriptions of balance sheet information and cash flows. | |
| ● | Critical Accounting Policies and Estimates. Critical accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. |
Business of the Company and Recent Restructuring Events
The Company is headquartered in Dallas, Texas and is an investor, developer and asset manager diversified across the healthcare supply chain. The Company’s portfolio encompasses a fully licensed and accredited mail order pharmacy and a subscriber based primary care telemedicine platform, as well as its own proprietary life coaching platform. The Company also 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.
COVID-19 Outlook
The outbreak of the 2019 novel coronavirus disease (“COVID-19”), which was declared a global pandemic by the World Health Organization on March 11, 2020, and the related responses by public health and governmental authorities to contain and combat its outbreak and spread has severely impacted the U.S. and world economies, the market for health spa services, nutrition supplements and our other business offerings during the end of the first quarter of 2020, and continuing through the end of 2020 and into 2021. Government mandated ‘stay-at-home’ and similar orders have to date, and may in the future, prevent us from operating. In late 2020, we made the decision to discontinue operations of our VISSIA Waterway, Inc. and VISSIA McKinney MedSpa locations, due to declines in customers and issues staffing such facilities, each as a result of the pandemic. Additionally, our Legend Nutrition store saw a deep decline in sales due to social distancing orders and decreases in customers who are willing to venture out to brick-and-mortar establishments. Legend Nutrition’s lease was up January 31, 2021, and the Company chose to not renew the lease, closed the store, and will not continue in this line of business moving forward. We also decided to cease offering construction services around July 2021.
| 23 |
As of the date of this Report, our operations are limited, and consist mainly of ZipDoctor, Inc., Life Guru, Inc., and EPIQ Scripts, LLC.
Moving forward, economic recessions, including those brought on by the continued COVID-19 outbreak may have a negative effect on the demand for our services and our operating results. Any prolonged disruption to our operations or work force available is likely to have a significant adverse effect on our results of operations, cash flows and ability to meet continuing debt service requirements. All of the above may be exacerbated in the future as the COVID-19 outbreak and the governmental responses thereto continues.
Recent Restructuring Events
Mangoceuticals Sale
On June 16, 2022, Company entered and closed the transactions contemplated by a Stock Purchase Agreement (the “SPA”), with Cohen Enterprises, Inc. (“Cohen Enterprises”), which entity is owned and controlled by Jacob D. Cohen, the Chief Executive Officer, President and member of the Board of Directors of the Company. Pursuant to the SPA, which was approved by the Board of Directors (with Mr. Cohen abstaining) and the Audit Committee of the Board of Directors, the Company sold 8,000,000 shares of the outstanding common stock of Mangoceuticals, which represented 80% of the then outstanding shares of common stock of Mangoceuticals, to Cohen Enterprises in consideration for $90,000, which was approximately the same amount that had been advanced to Mangoceuticals from the Company through the date of the SPA ($89,200). Cohen Enterprises also acquired the right to be repaid the $90,000 advanced from the Company to Mangoceuticals, from Mangoceuticals, pursuant to the terms of the SPA. As a result of the closing of the SPA, Cohen Enterprises owns 90% of Mangoceuticals (with the remaining 10% of Mangoceuticals being owned by an unrelated third party), and the Company has completely divested its interest in Mangoceuticals.
EPIQ MD Sale
On July 7, 2022, we entered into a June 30, 2022 Equity Interest Purchase Agreement (the “Purchase Agreement”), with Alejandro Rodriguez and Pan-American Communications Services, S.A. (collectively, the “Buyers”) and our then wholly-owned subsidiary, EPIQ MD, Inc., a Nevada corporation (“EPIQ MD”).
Pursuant to the Purchase Agreement, the Company sold 5,000,000 shares of common stock of EPIQ MD (the “Purchased Shares”), representing 100% of the then outstanding common stock of EPIQ MD, to the Buyers for an aggregate of $300,000, consisting of $150,000 of cash paid at closing and a $150,000 secured promissory note entered into on June 30, 2022 (the “Note”). The Purchase Agreement includes customary representations and warranties of the parties, confidentiality obligations of the parties, covenants, closing conditions and indemnification obligations of the parties, subject to certain deductibles. The Company’s aggregate indemnification obligations under the Purchase Agreement are subject to a twelve-month limitation period, a $300,000 liability cap, and a $5,000 deductible, subject in each case to certain exclusions, and the Buyers have the right to offset any indemnification obligation not timely paid by the Company against the payments due pursuant to the Note and the Royalty Agreement (as discussed below).
The transactions contemplated by the Purchase Agreement closed on July 7, 2022 and effective as of June 30, 2022.
| 24 |
As additional consideration for the sale of the Purchased Shares, the Company and EPIQ MD also entered into a Royalty Agreement dated June 30, 2022 and entered into on July 7, 2022 (the “Royalty Agreement”), pursuant to which the Company is entitled to receive a 2.50% royalty interest, calculated and payable on a quarterly basis, on the gross revenues of EPIQ MD’s telehealth business, beginning on January 1, 2023 and continuing until the earliest to occur of (i) the Company’s receipt of $900,000 in aggregate royalty payments, (ii) EPIQ MD’s exercise of a right of first refusal to buy out the Company’s royalty interest for $900,000 (or another mutually agreed amount) following the Company’s receipt of a bona fide third-party offer to purchase the Company’s royalty interest, and (iii) December 31, 2026. The Royalty Agreement also provides for EPIQ MD to have a right of first refusal to purchase the Company’s rights under the Royalty Agreement, in the event the Company chooses to sell such rights in the future.
The Note has a maturity date of September 30, 2022, and bears no interest unless an event of default occurs. Upon the occurrence of an event of default, the Note bears interest at a default rate of 18% per annum until paid in full. The Note includes customary events of default, including the failure to pay outstanding amounts under the Note when due, misrepresentations of the Buyers under the Purchase Agreement or the Pledge Agreement (defined below), the failure of the Buyers to perform their obligations pursuant to the Purchase Agreement or the Pledge Agreement, and certain insolvency events. The Note is secured by a pledge of the Purchased Shares and an additional 5,000,000 shares of common stock of EPIQ MD issued to the Buyers and their affiliates after the closing of the Equity Agreement (together with the Purchased Shares, the “Pledged Shares”), as set forth in a Pledge Agreement between the Company and the Buyers, dated June 30, 2022, and entered into on July 7, 2022 (the “Pledge Agreement”).
In connection with the Company’s divestment of its interest in EPIQ MD, each of Mr. Rodriguez, and Mr. Verdie Bowen (the CEO and COO, respectively, of EPIQ MD), and certain other employees of the Company, executed separate release and termination agreements with the Company (the “Releases”). Pursuant to the Releases, each of Mr. Rodriguez, and Mr. Bowen terminated their respective Executive Employment Agreements with the Company dated as of January 21, 2021, without any severance or continuing obligations of the Company. Each release and termination agreement contains a mutual release of claims and mutual non-disparagement covenants. The Company agreed that all shares of Company common stock issued to each such releasing party which was previously subject to forfeiture would be deemed fully-earned upon the entry into such Releases. As a result, an aggregate of 83,334 shares of common stock previously subject to forfeiture became fully-vested.
Plan of Operations
The Company intends to continue to grow its business both organically and through identifying acquisition targets over the next 12 months in the technology, health and wellness space, funding permitting. Specifically, the Company plans to continue to make additional and ongoing technology enhancements to its Life Guru life coaching platform, further develop, market and advertise its mail order digital pharmacy business to direct-to-consumer telemedicine companies, and identify strategic acquisitions that complement the Company’s vision of building an ecosystem of healthcare and wellness related companies. As these opportunities arise, the Company will determine the best method for financing such acquisitions and growth which may include the issuance of additional debt instruments, common stock, preferred stock, or a combination thereof, all of which may result in significant dilution to existing shareholders and which funding may not be available on favorable terms, if at all.
Results of Operations
Revenues
We had revenues of $3,296 for the three months ended June 30, 2022, compared to revenues of $4,234 for the three months ended June 30, 2021. We had revenues of $13,404 for the six months ended June 30, 2022, compared to revenues of $13,367, for the six months ended June 30, 2021.
| 25 |
We recognized revenues in accordance with Accounting Standards Codification (ASC) Topic 606. A five-step process has been designed for the individual or pool of contracts to keep financial statements focused on this principle. Revenues from fixed-price and cost-plus contracts are recognized on the percentage of completion method, whereby revenues on long-term contracts were recorded on the basis of the Company’s estimates of the percentage of completion of contracts based on the ratio of actual cost incurred to total estimated costs. This cost-to-cost method was used because management considered it to be the best available measure of progress on these contacts. Revenues from cost-plus-fee contracts were recognized on the basis of costs incurred during the period plus the fee earned, measured on the cost-to-cost method. Revenues from time-and-material and rate chart contracts were recognized currently as work is performed. During the three and six months ended June 30, 2022, respectively, we recognized revenues of $3,296 and $13,404 solely in connection with membership income from ZipDoctor and EPIQ MD.
Cost of Revenues
We had cost of revenues of $4,820 and $11,738 for the three months ended June 30, 2022 and 2021, respectively. We had cost of revenues of $5,820, for the six months ended June 30, 2022, compared to cost of revenues of $15,238, for the six months ended June 30, 2021. Cost of revenues includes a subscription to an online medical platform. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.
The cost of revenues in the three and six months ended June 30, 2022, was primarily associated with the membership income from EPIQ MD, Inc.
The cost of revenues in the three and six ended June 30 2021, was primarily associated with the membership income from ZipDoctor.
Cost of revenues as a percentage of revenues was 146% and 277% for the three months ended June 30, 2022 and 2021 and 43% for the six months ended June 30, 2022, compared to 114% for the six months ended June 30, 2021. Cost of revenues as a percentage of revenue decreased for the three and six months ended June 30, 2022, compared to the prior period in 2021, as a result of the revenues being generated from a different subsidiary.
Operating Expenses
General and administrative expenses were $595,125 and $417,191 for the three months ended June 30, 2022 and 2021 and $1,696,509 and $5,751,880 for the six months ended June 30, 2022 and 2021, respectively. The increase during the three months ended June 30, 2022, compared to the prior three month period, was due primarily to stock-based compensation in the amount of $371,124 for the three months ended June 30, 2022 and the decrease for the six months ended June 30, 2022, compared to the prior six month period, was primarily related to the decrease in stock-based compensation to $371,124 in 2022 from $4,223,390 in 2021 , and professional expenses incurred as a public company such as legal in the amount of $114,580 and $35,641 for the three months and six months ended June 30, 2022, respectively and financial reporting, accounting and auditing compliance in the amount of $138,701 and $33,900 for the three months and six months ended June 30, 2021, respectively.
Other Income (Expenses )
During the three months ended June 30, 2022, and 2021, we incurred interest expense of $77,172 and $14,863, respectively, of which $0 and $477, respectively, were recorded as imputed interest in connection with related party loans. During the six months ended June 30, 2022, and 2021, we incurred interest expense of $152,472 and $119,382, respectively, of which $0 and $1,016, respectively, were recorded as imputed interest in connection with related party loans.
Amortization of debt discount was $453,485 and $375,300 and $1,160,888 and $1,315,402 during the three months ended June 30, 2022 and 2021 and the six months ended June 30, 2022 and 2021, respectively.
We had a gain of $2,090,634 and $752,078 during the three months ended June 30, 2022, and 2021, respectively, due to the change in derivative liabilities. We had a gain of $2,489,189 and a loss of $171,180 during the six months ended June 30, 2022, and 2021, respectively, due to the change in derivative liabilities. See also “Note 13 – Derivative Liabilities”, to the notes to unaudited financial statements included above for a more detailed discussion of gain (loss) in derivative liabilities which is non-cash.
| 26 |
We had a net settlement gain of $47,232 for the six months ended June 30, 2022, compared to a net settlement loss of $58,059 for the six months ended June 30, 2021, each, in connection with lease settlements, that occurred during the respective periods.
We had a gain on disposition of subsidiaries of $322,762 compared $0 for the three and six months ended June 30, 2022 and 2021, respectively.
Discontinued operations
Customer traffic and demand at our VISSIA Waterway, Inc. and VISSIA McKinney MedSpa locations which were re-opened after mandatory closures associated with COVID-19 in June and August 2020, respectively, failed to rebound to pre-closure levels due to COVID-19 and the pandemic’s effects on the economy, and because we are unable to predict the length of the pandemic or ultimate outcome thereof, and further due to our limited capital resources, effective in October 2020, we made the decision to close both our VISSIA Waterway, Inc. and VISSIA McKinney locations and discontinued such operations. While such locations are closed, they are not generating any revenue. The continuing expenses, without corresponding revenues, may have a significant negative affect on our results of operations and cash flows. Separately, Legend Nutrition’s lease was up January 31, 2021, and the Company chose not to renew the lease, closed the store, and not continue in that line of business moving forward. During the fourth quarter of 2021, the Company chose to discontinue the operation of Capitol City Solution, Inc.
VISSIA Waterway, Inc., VISSIA McKinney LLC, Legend Nutrition, Capitol City Solution, Inc. (collectively referred to as “Discontinued Subsidiaries”) have been presented as discontinued operations in the accompanying consolidated financial statements for the six months ended June 30, 2022, and 2021 , and are summarized below:
| Six Month Ended June, 30, | ||||||||
| 2022 | 2021 | |||||||
| Revenue | $ | - | $ | 2,530 | ||||
| Cost of revenue | - | - | ||||||
| Gross profit | - | 2,530 | ||||||
| Operating expenses | (2,272 | ) | (14,534 | ) | ||||
| Loss from operations | (2,272 | ) | (12,004 | ) | ||||
| Other income (expenses) | - | - | ||||||
| Net loss | $ | (2,272 | ) | $ | (12,004 | ) | ||
| As of | ||||||||
| June 30, 2022 | December 31, 2021 | |||||||
| Assets of discontinued operations - current | $ | - | $ | - | ||||
| Assets of discontinued operations - intangible | - | - | ||||||
| Assets of discontinued operations - non-current | 11,927 | 14,199 | ||||||
| Net liabilities of discontinued operations | $ | 4,948 | $ | 112,199 | ||||
Net Loss
We had net income from continuing operations of $1,286,091, or $0.80 per share and a net loss from continuing operations of $62,780 or ($0.05) per share, for the three months ended June 30, 2022 and 2021, respectively. We had a net loss of $1,171 from discontinued operations and net income of $5,608 from discontinued operations during the three months ended June 30, 2022 and 2021, respectively. The increase in income from continuing operations during the three months ended June 30, 2020, was due to the decrease of general and administrative expenses. The gain in change in fair value of derivative liabilities associated with convertible debt and warrants. A gain on forgiveness of loan, a gain on disposition of subsidiaries, offset by an increase in amortization of debt discount and interest expense.
| 27 |
We had a net loss of $143,101, or $(0.09) per share from continuing operations and a net loss of $2,272 or $0.00 per share from discontinued operations during the six months ended June 30, 2022, for a total net loss of $145,373 or $(0.09) per share from continuing and discontinued operations. We had a net loss of $7,417,774, or $(6.38) per share from continuing operations and $12,004 or $(0.01) per share from discontinued operations during the six months ended June 30, 2021, totalling an aggregate of $7,429,778 or $(6.39) per share in total net loss. The decrease in net loss in 2022 was primarily attributable to non-cash expenses in connection with stock-based compensation, amortization of debt discount, the gain in change in derivative liabilities associated with outstanding convertible debt and warrant, a gain on forgiveness of loan, a gain on disposition of subsidiaries, reduction in amortization of debt discount and increase interest expense, and settlement gain in connection with the debt and equity settlement with two former officers.
Liquidity and Capital Resources
As of June 30, 2022, and December 31, 2021, the Company had total assets of $523,390 and $1,231,445, respectively, including $11,927 and $14,199 of assets of discontinued operations, respectively and $115,407 and $1,209,807 of cash, respectively.
As of June 30, 2022, and December 31, 2021, the Company had total liabilities of $3,664,830 and $5,100,557, respectively, which consisted of accounts payable, accrued liabilities, accrued interest and accrued compensation in the amount of $339,198 and $252,194, respectively, rights-of-use liability of $49,310 and $0, respectively, convertible notes payable (net of discount) in the amount of $1,451,636 and $396,419 and loans payable to related parties in the amount of $110,000 and $123,473 and non-related parties (net of discount) in the amounts of $75,000, and $75,000. We also had $4,948 and $112,199 of net liabilities related to discontinued operations as of June 30, 2022, and December 31, 2021. Derivative liability, as discussed in greater detail in “Note 13 – Derivative Liabilities”, to the notes to unaudited financial statements included above, was $1,634,737 and $4,141,272, respectively as of June 30, 2022 and December 31, 2021. The Company had a total stockholders’ deficit of $3,141,440 and $3,869,112 as of June 30, 2022, and December 31, 2021, respectively.
During the six months ended June 30, 2022, net cash used in operating activities was $1,344,488, compared to net cash used in operating activities of $1,083,928 for the six months ended June 30, 2021. Negative cash flows during the six months ended June 30, 2022, were due primarily to the net loss of $145,373, change in derivative liability of $2,489,189 and gain of disposal of assets of $322,762, partially offset by non-cash expenses, including amortization of debt discount of $1,160,888, and stock-based compensation of $371,624. Negative cash flows during the six months ended June 30, 2021, were due primarily to the net loss of $7,417,774 and change in derivative liabilities of $1,238,404, partially offset by non-cash expenses, including stock-based compensation of $4,223,390, amortization of debt discount of $1,315,403, derivative expenses of $1,409,584, loss on loans settlement of $58,059 and in process research and development of $601,852.
During the six months ended June 30, 2022 and 2021, we had cash used in investing activities of $46,838 and $0; net cash proceed from disposition of Mangoceuticals, Inc. of $85,753 and $0; net cash outflow from disposition of EPIQ, Inc. of $2,123 respectively. The net cash used and provided in investing activities in 2022 was solely attributable to capital expenditures for property and equipment and disposition of subsidiary.
During the six months ended June 30, 2022, and 2021, net cash flows provided by financing activities were $213,225 and $1,568,336, respectively, primarily attributable to the proceeds from notes payable to related parties and non-related parties during the respective periods, offset by repayments of such borrowings. We had proceeds of $0 from related party borrowings and proceeds of $213,225 from non-related party borrowings in the six months ended June 30, 2022, compared to proceeds of $9,820 and $1,869,000, respectively, in the six months ended June 30, 2021. We made repayments of $32,984 of related party borrowings and repayments of $377,500 of non-related party borrowings in the six months ended June 30, 2021, compared to repayments of $2,000, in the six months ended June 30, 2022. We had proceeds of $100,000 from sales of stock in 2021 (which shares of stock were sold in connection with our Regulation A offering.
We had cash of $115,407 and a working capital deficit of $3,249,423, as of June 30, 2022. On a short-term basis, we will be required to raise a significant amount of additional funds over the next 12 months to sustain operations and pay outstanding liabilities. On a long-term basis, we will need to raise capital to grow and develop our business.
| 28 |
On March 28, 2022, we repaid Jacob Cohen, our Chief Executive Officer and director, $50 which was advanced in the amount of $50 by Mr. Cohen, which loan was payable on demand and non-interest bearing. As of the filing of this Report, we owe Mr. Cohen an aggregate of $0 related to this short term advance.
It is likely that we will require significant additional financing within the next 12 months and if we are unable to raise the needed funds on an acceptable basis, we may be forced to cease or curtail operations.
Additional information regarding the Company’s (a) accrued compensation for related parties can be found in “Note 10 – Accrued Compensation for Related Parties” (b) notes payable can be found in “Note 11 – Notes Payable” (c) related party loans can be found in “Note 12 – Loans from Related Parties” and (d) derivative liabilities can be found in “Note 13 – Derivative Liabilities” in the notes to unconsolidated financial statements included herein.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. See “Note 1 – Summary of Significant Accounting Policies” to the audited financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data”, of our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2021.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We have established and maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed with the SEC pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer/principal financial/accounting officer), to allow timely decisions regarding required disclosures.
Management, with the participation of our Chief Executive Officer (principal executive officer/principal financial/accounting officer), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Report. As of June 30, 2022, based on the evaluation of these disclosure controls and procedures, and in light of the material weakness we found in our internal controls over financial reporting as of December 31, 2021 (as described in greater detail in our annual report on Form 10-K for the year ended December 31, 2021), our Chief Executive Officer (principal executive officer/principal financial/accounting officer) has concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Exchange Act, is recorded properly, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer/principal financial/accounting officer), as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
| 29 |
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.
Such current litigation or other legal proceedings are described in, and incorporated by reference in, this “Item 1. Legal Proceedings” of this Form 10-Q from, “Part I - Item 1. Financial Statements” in the Notes to Consolidated Financial Statements under “Note 16 – Commitments and Contingencies”. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.
Additionally, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 29, 2022 (the “Form 10-K”), under the heading “Risk Factors”, which are incorporated by reference herein, except as set forth below, and investors should review the risks provided in the Form 10-K and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K for the year ended December 31, 2021, under “Risk Factors”, and below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.
The risk factors relating to and discussing risks associated with EPIQ MD, Inc. and Mangoceuticals, Inc. are no longer relevant as we no longer hold an interest in such entities.
The risk factor entitled “We have various outstanding convertible notes which are convertible into shares of our common stock at a discount to market.” from the Form 10-K is replaced and superseded by the following:
We have various outstanding convertible notes which are convertible into shares of our common stock at a discount to market.
As of June 30, 2022, we owed approximately $2,876,857 under various convertible promissory notes and as of the date of this Report we owe approximately $2,876,857 under various convertible promissory notes, many of which are in default. The conversion prices of the convertible notes are based on a discount to the market value of our common stock, subject in many cases to adjustments to the conversion prices upon defaults and anti-dilution and other rights which may result in such conversion prices declining (see also See also “Note 13 – Derivative Liabilities”, to the notes to unaudited financial statements included above). As a result, any conversion of the convertible notes and sale of shares of common stock issuable in connection with the conversion thereof may cause the value of our common stock to decline in value, as described in greater detail under the Risk Factors below. Notwithstanding the above, we hope to repay the convertible notes in full before any conversions take place.
| 30 |
The below are new risk factors not included in the Form 10-K:
We are contemplating starting a process to explore a corporate restructuring.
The Company is contemplating pursuing a corporate restructuring which may include, among other things, a merger, acquisition, or divestiture of certain of the Company’s assets or subsidiaries. The Company does not currently have any plans to go private or cease filing reports with the Securities and Exchange Commission. As part of the corporate restructuring, the Company may seek to divest its healthcare related subsidiaries which may include any or all of the equity or assets of the following: EPIQ Scripts, LLC, LifeGuru, Inc., and ZipDoctor, Inc. Such divestiture may be to a third party or an affiliate of the Company, on arms-length terms. No definitive agreements have been entered into to date and the ultimate terms of any such agreement(s), if any, are currently unknown. The Company may be unable to complete a corporate restructuring timely, on favorable terms, or at all, and may not be able to obtain required consents and approvals for such a transaction. The outcome of this process may result in the liquidation of the above-named subsidiaries or their assets for significantly less than we paid to acquire or develop them, the write-off of prior expenses incurred in connection with the development of such assets or such assets, and may have a material adverse effect on our results of operations and liquidity. Notwithstanding the above, the Board of Directors will seek to maximize the value of such assets and operations to the extent possible. We may also be unable to complete a corporate restructuring, which may result in us failing to generate any significant revenues and being forced to seek bankruptcy protection.
The issuance of common stock upon conversion of our outstanding Series A Convertible Preferred Stock will cause immediate and substantial dilution to existing shareholders.
As of the date of this Report, we had 1,000,000 outstanding shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”), all of which were held by Jacob D. Cohen, the Chief Executive Officer and director of the Company. Each holder of Series A Preferred Stock may, at its option, convert its shares of Series A Preferred Stock (each a “Series A Conversion”) into that number of shares of common stock equal to the holder’s pro rata share of all Series A Preferred Stock then issued and outstanding, multiplied by (i) 60%, minus the aggregate percentage of the Company’s outstanding common stock previously converted by holders of the Series A Preferred Stock, through such applicable date (for example, if prior to the applicable date of determination, shares of Series A Preferred Stock have been converted into 3% of the outstanding shares of common stock as of such date of determination, the Series A Preferred Stock would, in aggregate, be convertible into 57% of the then outstanding shares of common stock of the Company), multiplied by (ii) the outstanding shares of our common stock outstanding immediately after such conversion, divided by (iii) the total number of shares of Series A Preferred Stock then outstanding. No individual conversion by any individual holder shall be in an amount greater than 9.99% of the outstanding common stock of the Company on the date on which the holder delivers notice of such conversion to the Company (the “Individual Conversion Limitation”). The result of the above, is that such Series A Preferred Stock is convertible into 60% of the Company’s outstanding common stock (on a post-conversion basis, i.e., 150% of the Company’s outstanding common stock on a pre-conversion basis) currently. The conversion of the Series A Preferred Stock into common stock of the Company will cause substantial dilution to the then holders of our common stock.
The issuance and sale of common stock upon conversion of our outstanding Series A Preferred Stock may depress the market price of our common stock.
If conversions of our outstanding Series A Preferred Stock and sales of such converted shares take place, the price of our common stock may decline. In addition, the common stock issuable upon conversion of our outstanding Series A Preferred Stock may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of the company’s stock will decrease, and any additional shares which shareholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb converted shares sold by the holder of the Series A Preferred Stock, then the value of our common stock will likely decrease.
We have been and may continue to be negatively impacted by inflation.
Increases in inflation have had an adverse effect on us. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies, and geopolitical instability, including the ongoing conflict between the Ukraine and Russia. Continuing increases in inflation, have in the past, and could in the future, impact our costs of labor and services and the margins we are able to realize on our services, all of which could have an adverse impact on our business, financial position, results of operations and cash flows. Inflation has also resulted in higher interest rates, which in turn raises our cost of debt borrowing.
| 31 |
Our industry and the broader US economy have experienced higher than expected inflationary pressures in the first and second quarters of 2022, related to continued supply chain disruptions, labor shortages and geopolitical instability. Should these conditions persist, our business, results of operations and cash flows could be materially and adversely affected.
The first and second quarters of 2022 have seen significant increases in the costs of labor and certain materials and equipment, and longer lead times for such materials and equipment, as a result of availability constraints, supply chain disruption, increased demand, labor shortages associated with a fully employed US labor force, high inflation and other factors. Supply and demand fundamentals have been further aggravated by disruptions in global energy supply caused by multiple geopolitical events, including the ongoing conflict between Russia and Ukraine. Recent supply chain constraints and inflationary pressures may in the future adversely impact our operating costs, as a result, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There have been no sales of unregistered securities during the quarter ended June 30, 2022 and from the period from July 1, 2022 to the filing date of this Report, which have not previously been disclosed in a Current Report on Form 8-K, except as set forth below:
In the second quarter of 2022, the Company issued 301,866 common shares to investors in exchange for $69,476 of principal and accrued interest owed under the terms and conditions of convertible notes as issued .
On July 1, 2022, the Company issued 80,920 shares of common stock to a note holder in exchange for $16,693 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Mast Hill Fund, LP, dated November 22, 2021.
On July 8, 2022, the Company issued 80,920 shares of common stock to a note holder in exchange for $11,328 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Mast Hill Fund, LP, dated November 22, 2021.
On July 12, 2022, the Company issued 104,286 shares of common stock to a note holder in exchange for $9,855 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note as issued to Quick Capital, LLC, dated June 24, 2021.
On July 13, 2022, the Company issued 80,920 shares of common stock to a note holder in exchange for $11,328 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Mast Hill Fund, LP, dated November 22, 2021.
On July 18, 2022, the Company issued 113,000 shares of common stock to a note holder in exchange for $15,820 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Talos Victory Fund, LLC dated November 30, 2021.
On July 21, 2022, the Company issued 80,920 shares of common stock to a note holder in exchange for $11,328 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Mast Hill Fund, LP, dated November 22, 2021.
On August 4, 2022, the Company issued 124,378 shares of common stock to a note holder in exchange for $10,000 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note as issued to Quick Capital, LLC, dated June 24, 2021.
On August 9, 2022, the Company issued 80,920 shares of common stock to a note holder in exchange for $6,506 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note as issued to Mast Hill Fund, LP, dated November 22, 2021.
| 32 |
On August 9, 2022, the Company issued 135,000 shares of common stock to a note holder in exchange for $10,854 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Talos Victory Fund, LLC dated November 30, 2021.
* * * * * * *
We claim an exemption from registration afforded by Section 3(a)(9) of the Securities Act, for the above conversions, as the securities were exchanged by the Company with its existing security holders exclusively in transactions where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
| 33 |
| 34 |
| * | Filed herewith. |
| ** | Furnished herewith. |
| *** | Indicates management contract or compensatory plan or arrangement. |
| 35 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| American International Holdings Corp. | ||
| By | /s/ Jacob D. Cohen | |
| Jacob D. Cohen | ||
Chief Executive Officer, President and Director (Principal Executive Officer and Principal Financial/Accounting Officer) |
||
| August 19, 2022 | ||
| 36 |