UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2021

☐ 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		(I.R.S. Employer
of incorporation or organization)		Identification No.)

7950 Legacy Drive, Suite 400, Plano, Texas		75024
(Address of Principal Executive Offices)		(ZIP Code)

(972) 803-5337

(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 November 22, 2021, is 81,628,964 shares of common stock.

CONTENTS

Item	Description	Page
Cautionary Note Regarding Forward-Looking Statements		1

	PART I — FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	2
	Condensed Consolidated Balance Sheets — as of September 30, 2021 (unaudited) and December 31, 2020	2
	Condensed Consolidated Statements of Operations — Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)	3
	Consolidated Statements of Changes in Stockholders’ Deficit — Nine Months Ended September 30, 2021 and 2020 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2021 and 2020 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

	PART II— OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of 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 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.

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

American International Holdings Corp.

Condensed Consolidated Balance Sheets

	(Unaudited)			(Audited)
	September 30, 2021			December 31, 2020
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	112,360		$	25,144
Inventory		3,840			-
Prepayment and deposits		333			3,333
Assets of discontinued operations		9,991			10,061
TOTAL CURENT ASSETS		126,524			38,538

NON-CURRENT ASSETS
Property and equipment, net of accumulated depreciation of $7,651 and $4,238		15,441			18,854
Right-of-use asset - operating lease		69,370			87,653
Rent deposits		10,431			6,832
Assets of discontinued operations		53,015			113,645
NET NON-CURRENT ASSETS		148,257			226,984

TOTAL ASSETS	$	274,780		$	265,522

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	34,975		$	18,026
Accrued interest payable		51,640			42,195
Accrued compensation - related parties		103,500			154,500
Right-of-use liability - operating lease		22,737			24,138
Convertible notes payable, net of debt discount of $935,398 and $370,923		90,988			74,827
Loans payable to related parties		173,473			25,392
Loans payable		105,000			55,000
Derivative liabilities		837,350			517,366
Net liabilities of discontinued operations		298,646			566,552
TOTAL CURRENT LIABILITIES		1,718,309			1,477,996

LONG-TERM LIABILITIES
Right-of-use liability - operating lease		46,633			63,515
Convertible notes payable, net of debt discount of $0 and $78,482		-			5,018
Long-term debt - related parties		-			110,000
TOTAL LONG-TERM LIABILITIES		46,633			178,533

TOTAL LIABILITIES		1,764,942			1,656,529

STOCKHOLDERS’ DEFICIT
Preferred stock, (par value $0.0001, 5,000,000 shares authorized, of which 1 and 1 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively)		-			-
Common stock (par value $.0001, 195,000,000 shares authorized, of which 80,328,964 and 55,066,855 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively)		8,033			5,507
Treasury stock, at cost;		(3,894	)		(3,894	)
Additional paid in capital		16,394,483			9,167,038
Accumulated deficit		(17,888,784	)		(10,559,658	)
TOTAL STOCKHOLDERS’ DEFICIT		(1,490,162	)		(1,391,007	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	274,780		$	265,522

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

American International Holdings Corp.

Condensed Consolidated Statements of Operations

(Unaudited)


	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	For The Three			For The Three			For The Nine			For The Nine
	Months Ended			Months Ended			Months Ended			Months Ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020

Revenues
Revenues	$	3,831		$	559,493		$	17,198		$	5,711,380
Cost of revenues		10,500			585,215			25,738			3,944,528
Gross profit (loss)		(6,669	)		(25,722	)		(8,540	)		1,766,852

Operating expenses
General and administrative expenses		592,283			644,754			6,344,163			4,034,686
Total operating expenses		592,283			644,754			6,344,163			4,034,686

Income (loss) from operations		(598,952	)		(670,476	)		(6,352,703	)		(2,267,834	)

Other income (expenses)
Interest expense		(19,621	)		(34,726	)		(139,003	)		(87,406	)
Amortization of debt discount		(186,521	)		(263,534	)		(1,501,923	)		(444,810	)
Change in derivative liabilities		679,988			(132,977	)		508,808			(157,547	)
Settlement gain (loss)		44,254			(234,513	)		(13,805	)		(234,513	)
Other income		-			-			-			300
Total other income (expense)		518,100			(665,750	)		(1,145,923	)		(923,976	)

Income (loss) before income taxes		(80,852	)		(1,336,226	)		(7,498,626	)		(3,191,810	)

Income taxes		-			-			-			-

Net (loss) from continuing operations	$	(80,852	)	$	(1,336,226	)	$	(7,498,626	)	$	(3,191,810	)

Discontinued operations:
Income (loss) from discontinued operations		181,504			(135,161	)		169,501			(352,908	)
Total discontinued operations		181,504			(135,161	)		169,501			(352,908	)

Net Income (loss)	$	100,652		$	(1,471,388	)	$	(7,329,125	)	$	(3,544,718	)

Basic income (loss) per share
Continuing operations	$	(0.00	)	$	(0.03	)	$	(0.10	)	$	(0.10	)
Discontinued operations	$	0.00		$	(0.00	)	$	0.00		$	(0.01	)

Diluted income (loss) per share
Continuing operations	$	(0.00	)	$	(0.03	)	$	(0.10	)	$	(0.10	)
Discontinued operations	$	0.00		$	(0.00	)	$	0.00		$	(0.01	)

Weighted average number of shares outstanding
Basic		77,611,298			38,411,015			72,435,716			32,281,583
Diluted		77,880,079			38,411,015			72,704,497			32,281,583

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

American International Holdings Corp.

Consolidated Statement of Changes in Stockholders’ Deficit

(Unaudited)


																	Additional			Common			Retained						Total
	Preferred Stock A						Preferred Stock B				Common Stock						Paid-in			Stock			Earnings			Treasury			Stockholders’
	Shares			Amount			Shares		Amount		Shares			Amount			Capital			Payable			(Deficit)			Stock			(Deficit)

Balance, December 31, 2019		-		$	-			-	$	-		27,208,356		$	2,721		$	2,186,651		$	25,000		$	(3,219,768	)	$	(103,537	)	$	(1,108,933	)

Imputed interest		-			-			-		-		-			-			1,051			-			-			-			1,051
Reclassification of derivative liabilities due to note conversion
Issuance of Series B preferred shares for In Process Research and Development
Issuance of Series B preferred shares for In Process Research and Development

Issuance of common shares under private placement		-			-			-		-		131,250			13			71,487			(25,000	)		-			-			46,500
Issuance of Series B preferred shares for investment
Issuance of Series B preferred shares for investment, shares

Cancellation of common shares for long-term debt		-			-			-		-		(650,000	)		(65	)		(38,935	)		-			-			39,000			-

Issuance of common shares for note settlement		-			-			-		-		91,250			9			54,991			-			-			-			55,000
Issuance of shares for services - related parties
Issuance of shares for services - related parties, shares

Issuance of shares for services		-			-			-		-		1,357,142			135			639,864			-			-			-			639,999
Issuance of common shares for Series B preferred shares conversion
Issuance of common shares for Series B preferred shares conversion, shares
Issuance of common shares for note conversion and settlement
Issuance of common shares for note conversion and settlement, shares
Issuance of common shares for debt settlement
Issuance of common shares for debt settlement, shares
Issuance of common shares for note settlement
Issuance of common shares for note settlement, shares

Net (loss)		-			-			-		-		-			-			-			-			(129,912	)		-			(129,912	)

Balance, March 31, 2020		-		$	-			-	$	-		28,137,998		$	2,813		$	2,915,109		$	-		$	(3,349,680	)	$	(64,537	)	$	(496,295	)

Imputed interest		-			-			-		-		-			-			1,228			-			-			-			1,228

Reclassification of derivative liabilities due to note conversion		-			-			-		-		-			-			40,035			-			-			-			40,035

Issuance of Series B preferred shares for investment		500,000			50			-		-		-			-			605,438			-			-			-			605,488

Cancellation of common shares for long-term debt		-			-			-		-		(1,000,000	)		(100	)		(60,543	)		-			-			60,643			-

Issuance of common shares for note settlement		-			-			-		-		90,000			9			26,591			-			-			-			26,600

Issuance of shares for services - related parties		3			-			-		-		6,000,000			600			1,559,400			-			-			-			1,560,000

Issuance of shares for services		-			-			-		-		145,000			15			318,936			-			-			-			318,951

Issuance of common shares for Series B preferred shares conversion		(500,000	)		(50	)		-		-		2,083,333			208			(158	)		-			-			-			-

Net (loss)		-			-			-		-		-			-			-			-			(1,943,419	)		-			(1,943,419	)

Balance, June 30, 2020		3		$	-			-	$	-		35,456,331		$	3,545		$	5,406,036		$	-		$	(5,293,099	)	$	(3,894	)	$	112,588

Imputed interest		-			-			-		-		-			-			1,066			-			-			-			1,066

Reclassification of derivative liabilities due to note conversion		-			-			-		-		-			-			319,776			-			-			-			319,776

Issuance of common shares for note settlement		-			-			-		-		4,738,244			474			647,277			-			-			-			647,751

Issuance of shares for services		-			-			-		-		250,000			25			279,975			-			-			-			280,000

Net (loss)		-			-			-		-		-			-			-			-			(1,471,388	)		-			(1,471,388	)

Balance, June 30, 2020		3		$	-			-	$	-		40,444,575		$	4,044		$	6,654,130		$	-		$	(6,764,487	)	$	(3,894	)	$	(110,207	)

Table of Contents

															Additional			Common		Retained						Total
	Preferred Stock A				Preferred Stock B						Common Stock				Paid-in			Stock		Earnings			Treasury			Stockholders’
	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Payable		(Deficit)			Stock			(Deficit)

Balance, December 31, 2020		1	$	-		-		$	-			55,066,855	$	5,507	$	9,167,038		$	-	$	(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	)		2,057,613		206		(156	)		-		-			-			(0	)

Issuance of common shares under private placement		-		-		-			-			200,000		20		99,980			-		-			-			100,000

Issuance of common shares for note conversion and settlement		-		-		-			-			2,730,548		273		501,777			-		-			-			502,050

Issuance of shares for services - related parties		-		-		-			-			6,500,000		650		2,510,000			-		-			-			2,510,650

Issuance of shares for services		-		-		-			-			5,300,000		530		1,712,210			-		-			-			1,712,740

Issuance of common shares for debt settlement		-		-		-			-			708,750		71		119,454			-		-			-			119,525

Net (loss)		-		-		-			-			-		-		-			-		(7,372,606	)		-			(7,372,606	)

Balance, March 31, 2021		1	$	-		-		$	-			72,563,766	$	7,257	$	15,475,885		$	-	$	(17,932,264	)	$	(3,894	)	$	(2,453,016	)

Imputed interest		-		-		-			-			-		-		477			-		-			-			477

Reclassification of derivative liabilities due to note conversion		-		-		-			-			-		-		219,222			-		-			-			219,222

Issuance of common shares for note conversion and settlement		-		-		-			-			3,800,894		380		416,256			-		-			-			416,636

Net (loss)		-		-		-			-			-		-		-			-		(57,172	)		-			(57,172	)

Balance, June 30, 2021		1	$	-		-		$	-			76,364,660	$	7,637	$	16,111,840		$	-	$	(17,989,436	)	$	(3,894	)	$	(1,873,853	)

Imputed interest		-		-		-			-			-		-		481			-		-			-			481

Reclassification of derivative liabilities due to note conversion		-		-		-			-			-		-		57,745			-		-			-			57,745

Issuance of common shares for note conversion and settlement		-		-		-			-			3,049,304		305		155,899			-		-			-			156,204

Issuance of shares for services		-		-		-			-			915,000		91		68,518			-		-			-			68,609

Net income		-		-		-			-			-		-		-			-		100,652			-			100,652

Balance, September 30, 2021		1	$	-		-		$	-			80,328,964	$	8,033	$	16,394,483		$	-	$	(17,888,784	)	$	(3,894	)	$	(1,490,162	)

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

American International Holdings Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Year Ended			For the Year Ended
	September 30, 2021			September 30, 2020

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(7,329,125	)	$	(3,544,718	)
Adjustments to reconcile net income (loss) to net cash (used in) operating activities:
Amortization of debt discount		1,501,923			444,810
Change in derivative liabilities		(1,779,896	)		157,546
Depreciation		21,437			41,356
Derivatives expenses		1,271,088			-
Forgiveness of Loan		(69,328	)		-
Gain on lease settlement		(189,351	)		-
Interest expense		24,008			-
Imputed interest expense		1,497			3,345
Loss on disposal		40,156			95,000
Loss on loans settlement		59,304			234,513
Non-cash lease expense		18,283			123,014
Stock issued for services rendered		4,291,999			2,798,950
Stock issued for in process research and development		601,852			-
					-
(Increase) decrease in operating assets:
Costs in excess of billings		-			(140,719	)
Inventory		(3,536	)		(44,722	)
Prepaid expenses		3,000			(313,080	)
Rent Deposit		(3,599	)		(26,893	)
(Decrease) increase in operating liabilities:
Accounts payable		(21,002	)		18,908
Accrued interest payable		8,517			84,362
Accrued compensation - related parties		(5,500	)		123,000
Lease Liabilities, net		(18,283	)		(124,089	)
Billing in excess of costs and estimated earnings		-			(1,657,998	)
NET CASH (USED IN) OPERATING ACTIVITIES		(1,576,556	)		(1,727,416	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and equipment		10,000			(91,649	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		10,000			(91,649	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - related parties		59,820			-
(Repayment) to borrowings - related parties		(34,984	)		(40,000	)
Principal payments for capital leases		-			(10,754	)
Proceeds from borrowings		1,919,000			690,000
(Repayment) to borrowings		(377,500	)		(15,421	)
Proceeds from sales of stock		100,000			46,500
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		1,666,336			670,325

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		99,780			(1,148,740	)

CASH AND CASH EQUIVALENTS:
Beginning of period		22,574			1,258,710
End of period	$	122,354		$	109,970

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	106,677		$	2,674

Non-cash transactions:
Cancellation of common shares	$	-		$	99,643
Capital lease	$	-		$	82,512
Common shares issued for notes conversion	$	1,074,891		$	298,769
Common shares issued for loan settlement	$	111,466		$	86,771
Discounts on convertible notes	$	(1,956,000	)	$	608,549
Issuance of Series B for Investment	$	-		$	605,488
Lease Inception	$	-		$	348,279
Related party’s note settled in shares	$	-		$	109,278
Settlement of derivative liabilities	$	1,040,208		$	359,811
Stock Payable	$	-		$	25,000

The accompanying notes are an integral part of these financial statements.

Table of Contents

American International Holdings Corp.

Notes to Consolidated Financial Statements

Nine Months Ended September 30, 2021

(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, 2020. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 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. 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 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 MD, Inc.

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.

Table of Contents

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 10,100,000 shares of restricted common stock. As a result of the issuance of the common shares, a change in control occurred. American International Industries, Inc. ownership decreased from 93.2% to 6.4%. 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 18,000,000 shares of the Company common stock to the members (three individuals) of Novopelle Diamond, LLC (“Novopelle”), a Texas limited company, to acquire 100% of the membership interests of Novopelle. The issuance of these shares 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 September 30, 2021.

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 500,000 shares of its then newly designated Series B Convertible Preferred Stock, which had an agreed upon value of $500,000 ($1.00 per share), and agreed to issue GCN up to an additional 1,500,000 shares of Series B Convertible Preferred Stock (with an agreed upon value of $1,500,000) upon reaching certain milestones.

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., ZipDoctor, Inc., and its majority owned subsidiary, Life Guru, Inc. All significant intercompany transactions and balances have been eliminated in consolidation.

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 August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820).” This standard modifies disclosure requirements related to fair value measurement and is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. The standard also allows for early adoption of any removed or modified disclosures upon issuance while delaying adoption of the additional disclosures until their effective date. The Company adopted ASU No. 2018-13 effective on January 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements.

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.

Table of Contents

Note 4 – Property and Equipment

Property and equipment from continuing operations were as follows on September 30, 2021, and December 31, 2020:

Schedule of Property and Equipment

	September 30, 2021		December 31, 2020
Leasehold improvements		4,262		4,262
Furniture & fixtures		18,830		18,830
Equipment
		23,092		23,092
Less accumulated depreciation and amortization		7,651		4,238
Net property and equipment	$	15,441	$	18,854

Property and equipment from discontinued operations were as follows on September 30, 2021, and December 31, 2020:

	September 30, 2021		December 31, 2020
Leasehold improvements	$	-	$	-
Furniture & fixtures		2,273		11,072
Equipment		37,987		83,917
		40,260		94,989
Less accumulated depreciation and amortization		7,306		6,184
Net property and equipment	$	32,954	$	88,805

As a result of discontinued operations, the leasing equipment of $67,336 was returned in the first quarter of 2021, the Company incurred a loss of $5,902 on the disposition, and no liabilities are due currently.

Depreciation and amortization expense from continuing operations for the nine months ended September 30, 2021, and 2020 was $3,412 and $3,073, respectively. Depreciation and amortization expense from discontinued operations for the nine months ended September 30, 2021, and 2020 was $12,122 and $38,283, respectively.

Note 5 – Goodwill

As of September 30, 2021, the goodwill in connection with the acquisition of the assets in October 2019 associated with and related to a retail vitamin, supplements and nutrition store located in McKinney, Texas was $0.

Goodwill is not amortized but is evaluated for impairment annually or when indicators of a potential impairment are present. The annual evaluation for impairment of goodwill is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants. The Company determined impairment adjustment was necessary for the year ended December 31, 2020, since the goodwill was not substantiating a future cash flow. Hence, goodwill of $29,689 was impaired in full during the fourth quarter of 2020.

Note 6 – Licensing Agreement

On June 27^th, 2019, the Company executed an exclusive license agreement with Novo MedSpa Addison Corp (“Novo Medspa”) providing the Company with the exclusive rights to the Novopelle brand and to establish new Novopelle branded MedSpa locations on a worldwide basis (the “Exclusive License”). In consideration for the Exclusive License, the Company paid Novo MedSpa a one-time cash payment of $40,000 and issued to Novo MedSpa 250,000 shares of the Company’s common stock. The 250,000 shares of the Company’s common stock were valued at $0.10 per share or $25,000.

During the fourth quarter of 2019, the Company opened a new MedSpa location and paid Novo MedSpa a one-time cash payment of $30,000 as a new location fee pursuant to the exclusive license agreement.

On May 13, 2020, the Company provided Novo Medspa with notice to terminate the June 27, 2019 License Agreement in pursuit of the Company’s then desire to establish and develop its own brand and have the flexibility to offer additional products and services that were not then available at Novopelle branded locations, which was effective immediately. Accordingly, the license of $95,000 was impaired in full during the second quarter of 2020.

Table of Contents

Note 7 – 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. LifeGuru owns and operates the LifeGuru.me website which is currently in development and is anticipated to be fully launched in the fourth quarter of 2020. In consideration for the purchase, the Company agreed to issue the Seller 500,000 shares of the Company’s Series B Preferred Stock at closing, which occurred on May 15, 2020. Up to an additional 1,500,000 Series B Preferred Stock shares will be issuable to the Seller upon the following 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) 500,000 Series B Preferred Stock shares upon completion of the fully operational LifeGuru.me website;

(b) 500,000 Series B Preferred Stock shares upon such time as 300 coaches have signed up at LifeGuru.me; and

The fair value of 500,000 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 as of December 31, 2020.

The 51% owned subsidiary is a consolidated entity which requires the presentation of noncontrolling interest in the consolidated statements of operations for the nine months ended September 30, 2021. As there was minimal activity for the entity as of September 30, 2021, minimal assets and liabilities and, no noncontrolling interest were presented at the period ended September 30, 2021. Since the asset is not substantiating a future cash flow, the Company determined an impairment adjustment was necessary for the periods presented. Investment in LifeGuru of $605,488 was impaired in full during the fourth quarter of 2020.

During the first quarter of 2021, the Company issued 500,000 Series B Preferred Stock shares for reaching the second milestone (milestone (b)). The fair value of 500,000 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.

The Company did not recognize any liabilities related to the milestone shares due to the uncertainty surrounding such milestones.

Since more than one year has elapsed since closing, the right of the Seller to earn the milestone shares set forth in (a) and (c) above has expired.

Note 8 – 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.

Table of Contents

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.

Note 9 – 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 September 30, 2021, the Company had three (3) leasing agreements subject to Accounting Standards Codification (ASC) 842.

Location 1 – Capitol City Solutions USA, Inc.

On January 1, 2020, the Company recognized an operating right-of-use asset in the amount of $113,794 and an operating lease liability in the amount of $113,794 in connection with Location 1. The lease term is sixty-one (61) months and expires in January 2025.

The following is a schedule, by year, of maturities of lease liabilities as of September 30, 2021:

		1
2021		6,822
2022		27,288
2023		27,288
2024		27,288
2025		2,274
Total undiscounted cash flows		90,960
Less imputed interest (8%)		(21,590	)
Present value of lease liability	$	69,370

Total rental expense related to this location for the nine months ended September 30, 2021 was $20,466. The operating lease right-of-use asset net balance at December 31, 2020 related to this location was $81,437.

Due to discontinued operations of VISSIA Waterway, Inc. and Vissia Mckinney LLC, the related right-of-use asset of $186,162 and $179,495, respectively, net of amortization was impaired in full, as of December 31, 2020. Legend Nutrition’s lease was up January 31, 2021, and the Company chose not to renew the lease, and closed the store. Hence, Legend Nutrition’s right-of use asset and liabilities are fully amortized as of December 31, 2020.

Location 2 – VISSIA Mckinney, LLC

On January 1, 2019, the Company recognized an operating right-of-use asset in the amount of $287,206 and an operating lease liability in the amount of $294,774 in connection with Location 1. The lease term is eighty-four (84) months and expires in November 2025.

The following is a schedule, by year, of maturities of lease liabilities as of September 30, 2021:

		1
2021		54,951
2022		55,854
2023		56,776
2024		57,715
2025		53,828
Total undiscounted cash flows		279,124
Less imputed interest (8%)		(83,144	)
Present value of lease liability	$	195,980

Table of Contents

On September 5, 2021, Vissia Mckinney, LLC entered into a Release Agreement with its landlord for the leased premises located at 5000 Collin Mckinney Parkway, Mckinney, Texas 75070 whereby the landlord agreed to release Vissia Mckinney from its remaining obligations under the lease in exchange for a total of $22,500, of which $10,000 was paid to the landlord with furniture and fixtures located at the property and the remaining $12,500 was paid in cash. Total rental expense related to this location for the nine months ended September 30, 2021, was $0. The operating lease right-of-use asset net balance on September 30, 2021, related to this location was $0, which was impaired in full due to discontinued operations.

Location 3 – VISSIA Waterway, Inc.

On January 1, 2020, the Company recognized an operating right-of-use asset in the amount of $234,485 and an operating lease liability in the amount of $234,485 in connection with Location 2. The lease term is sixty (60) months and expires in December 2024.

The following is a schedule, by year, of maturities of lease liabilities as of September 30, 2021:

		1
2021		55,540
2022		57,206
2023		58,922
2024		60,690
Total undiscounted cash flows		232,358
Less imputed interest (8%)		(49,529	)
Present value of lease liability	$	182,829

Total rental expense related to this location for the nine months ended September 30, 2021, was $0. The operating lease right-of-use asset net balance on September 30, 2021 related to this location was $0, which was impaired in full due to discontinued operations.

Note 10 – Accrued Compensation for Related Parties

At September 30, 2021, accrued compensation was $103,500, representing $53,500 as 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 11 – Notes Payable

Notes payable represents the following at September 30, 2021:

Schedule of Notes Payable


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.	$	50,000

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 three months ended March 31, 2021.		53,000
Less: Repayment		(53,000	)
		0

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 $0.50 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 $111,466 was settled by the issuance of 708,750 common shares of the Company and $50,000 in cash. The note and accrued interest were converted at $0.1614 per share and settled with additional shares valued at $0.45 per shares. Accordingly, the Company recorded a loss on loan settlement of $58,059 during the three months ended March 31, 2021.	$	105,000
Less: Repayment		(105,000	)
		0

Table of Contents

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 three months ended March 31, 2021.	$	53,000
Less: Repayment		(53,000	)
		0

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 lessor of $0.50 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 760,928 common shares of the Company within the terms of the note during the quarter ended June 30, 2021.	$	56,750
Less: Repayment		(56,750	)
		0

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 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 three months ended March 31, 2021.	$	138,000
Less: Repayment		(138,000	)
		0

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 three months ended March 31, 2021.	$	83,500
Less: Repayment		(83,500	)
		0

Table of Contents

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 lessor of $0.50 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 2,549,999 common shares of the Company within the terms of the note during the quarter ended June 30, 2021.	$	425,000
Less: Conversion		(425,000	)
		0

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 lessor of $0.50 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 3,220,515 common shares of the Company within the terms of the note during the quarter ended June 30, 2021.	$	425,000
Less: Conversion		(425,000	)
		0

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 lessor of $0.2437 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%.	$	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 lessor of $0.2437 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%.	$	300,000
Less: Conversion		(50,000	)
		250,000

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 $0.2437 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%.	$	265,958
Less: Conversion		(25,088	)
		240,870

Table of Contents

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 in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.2437 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%.	$	271,958
Less: Conversion		(76,442	)
		195,516

As of September 30, 2021 the Company had a short-term Advance payable in amount of $50,000 to a unrelated party, with no interest and due on demand.	$	50,000

	$	1,135,386
Less: unamortized discount		(935,398	)
Total	$	199,988
Short term convertible notes, net of discount of $935,398	$	90,988
Long-term convertible notes, net of discount of $0	$	0
Short-term non-convertible notes – continuing operations	$	105,000
Short-term non-convertible notes – discontinued operations	$	4,000
Long-term non-convertible notes	$	0

Note 12 – Loans from Related Parties

Schedule of Loans from Related Parties

		1
On April 12, 2019, the Company entered into individual share exchange agreements and promissory notes with each of Daniel Dror, Winfred Fields and former Directors Everett Bassie and Charles Zeller (the “AMIH Shareholders”), whereby the AMIH Shareholders agreed to cancel and exchange a total of 5,900,000 shares of their AMIH common stock. The Company issued individual promissory notes with an aggregate principal amount of $350,000 (the “Promissory Notes”) for cancellation of the 5,900,000 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 3,476,495 common shares of the Company. The shares were valued at $0.31 and $0.27 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

Note payable to Isaak Cohen, father to the Company’s CEO, dated June 21, 2019 for $40,000, with interest at 8% per annum and due on June 21, 2020. The promissory note is unsecured. Furthermore, the Company issued 50,000 shares of the Company’s common stock to the related party investor as further consideration to enter into the loan with the Company. The Company issued 50,000 common shares valued at $0.10 per share, or $5,000, based on recent sales of common stock to the third party, which was accounted for at a discount on the note. The principal of this Note of $40,000 and accrued interest of $2,214 was paid with cash in full during the first quarter of 2020. Accordingly, the unamortized discount as of the payment date in the amount of $2,363 was expensed.		0

Note payable to Isaak Cohen, father to the Company’s CEO, dated September 9, 2019 for $100,000, with interest at 8% per annum and due on September 9, 2020. The promissory note is unsecured. Furthermore, the Company issued 100,000 shares of the Company’s common stock to the related party investor as further consideration to enter into the loan with the Company. The Company issued 100,000 common shares valued at $1.00 per share, or $100,000, based on the market price at the grant date, which was accounted for as a discount on the note. The Note and accrued interest totaling $109,278 were settled by the issuance of 895,722 common shares of the Company at a price of $0.122 per share. The shares were valued at $0.33 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $186,310 during the nine months ended September 30, 2020.		0

Table of Contents

As of September 30, 2021, the Company had a 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.		13,473

As of September 30, 2021, outstanding loan balances payable to the Company’s CEO and board member, Jacob Cohen, were $50,050 with no interest and due on demand		50,050
	$	173,523
Less: unamortized discount		0
Total	$	173,523
Long-term loan from related parties	$	0
Short-term loan from related parties – continuing operations	$	173,523
Short-term loan from related parties – discontinued operations	$	50

Note 13 – 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.

Table of Contents

The Convertible Note derivatives were valued as of December 31, 2020, at issuance, at conversion and at September 30, 2021, as set forth in the table below.


Derivative liabilities as of December 31, 2020	$	517,366
Initial derivative liabilities at new note issuance		3,278,584
Initial loss		(0	)
Conversion		(1,040,208	)
Mark to market changes		(1,918,386	)

Derivative liabilities as of September 30, 2021	$	837,350

As of September 30, 2021, the Company had derivative liabilities of $837,350, and recorded changes in derivative liabilities in the amount of $508,808 during the nine months ended September 30, 2021.

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 $0.20, $0.35, and $0.50 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 14 – Costs and estimated earnings in excess of billings on uncompleted contract

The Company had two major long-term contracts in progress which were completed during the year ended December 31, 2020. Work has started on the long-term contracts that will have costs and earnings in the following periods:

Job	September 30, 2021			December 31, 2020

Contract Revenues		-			5,640,707
Other Revenue		-			156,922
Total Revenues		-			5,797,629

Contract COGS		-			4,184,033
Other COGS		-			668,598
Total COGS		-			4,852,631

Gross Profit		-			944,998
Percentage of completion (POC)		-	%		100	%

Revenues – POC		-			7,358,273

Bill to Date	$	-		$	7,358,273

Costs and estimated earnings in excess of billings on uncompleted contract	$	-		$	-

Table of Contents

Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when they are billed under the terms of the contract. Contract liabilities represent amounts billed to clients in excess of revenue recognized to date, which was $0 as of December 31, 2020. The Company recognized revenue of $5,640,707 for the two construction projects, Normandy and Gateway during the year ended December 31, 2020 in connection with such contract assets. All incurred costs associated with contract assets as of December 31, 2020 were billed and collected. No activities were incurred during the nine months ended September 30, 2021.

Note 15 – Capital Stock

Preferred Stock

The Company is authorized to issue up to 5,000,000 shares of preferred stock, $0.0001 par value, of which three shares were designated as Series A Preferred Stock and 2,000,000 were designated as Series B Preferred stock, the balance of 2,999,997 shares of preferred stock were undesignated as of December 31, 2020 and September 30, 2021.

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 $1.00 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 500,000 shares of Series B Preferred Shares to a third party for services related to research and development. The shares were subsequently converted to 2,057,613 shares of common stock. The shares were valued at $601,582.

The Company has one share of Series A Preferred Stock outstanding as of September 30, 2021 and December 31, 2020. As of September 30, 2021, and December 31, 2020, no shares of Series B Preferred Stock were issued and outstanding.

Common Stock

The Company is authorized to issue up to 195,000,000 shares of common stock, $0.0001 par value, of which 80,328,964 shares were issued and outstanding at September 30, 2021 and 55,066,855 were issued and outstanding at December 31, 2020.

On January 12, 2021, the Company issued 708,750 common shares and paid $50,000 to settle a note with an unrelated party, dated August 11, 2020. The Company recorded a loss on loan settlement of $58,059.

On February 2, 2021, the Company issued 200,000 shares of the Company’s common stock to a non-related third-party investor in exchange for $100,000 in cash.

Table of Contents

In the first quarter of 2021, the Company issued 11,800,000 shares of the Company’s common stock in consideration for services performed by employee and non-employee consultants. The shares were valued at $4,223,390 based on the market price on the date of agreement.

In the first quarter of 2021, the Company issued 2,730,548 common shares to investors in exchange for $502,050 of principal and accrued interest owed under the terms and conditions of convertible notes as issued.

In the second quarter of 2021, the Company issued 3,800,894 common shares to investors in exchange for $416,636 of principal and accrued interest owed under the terms and conditions of convertible notes as issued.

In the third quarter of 2021, the Company issued 915,000 shares of the Company’s common stock in consideration for services performed by employee and non-employee consultants. The shares were valued at $68,609 based on the market price on the date of agreement

In the third quarter of 2021, the Company issued 3,049,304 common shares to investors in exchange for $156,204 of principal and accrued interest owed under the terms and conditions of convertible notes outstanding.

Note 16 – 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 operation of $7,498,626 for the nine months ended September 30, 2021, and net loss from continuing operation of $3,191,810 for the nine months ended September 30, 2020, a net income (loss) from discontinued operation of $169,501 and $(352,908) for the nine months ended September 30, 2021 and 2020, respectively, and an accumulated deficit of $17,888,784 as of September 30, 2021. 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 17 – Uncertainties

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.

Table of Contents

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 3,800,000 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. 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 458^thJudicial 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 650,000 of the 750,000 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 100,000 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 650,000 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”) 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. The Company disputes Asher Park’s allegations of wrongdoing and intends to vigorously defend itself in this matter.

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”) 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. The Company disputes Tate’s allegations of wrongdoing and intends to vigorously defend itself in this matter.

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”) 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 judgement 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.

Note 18 – Discontinued Operations

During 2020, the Company decided to discontinue the operation of its VISSIA McKinney, VISSIA Waterway, and Legend Nutrition. VISSIA McKinney, VISSIA Waterway, and Legend Nutrition have been presented as discontinued operations in the accompanying consolidated financial statements. The operating results for VISSIA McKinney, VISSIA Waterway, and Legend Nutrition have been presented in the accompanying consolidated statement of operations for the nine months ended September 30, 2021, and 2020 as discontinued operations and are summarized below:

Schedule of Discontinued Operations

	2021			2020
	Nine Month Ended September 30,
	2021			2020
Revenue	$	2,530		$	269,842
Cost of revenue		0			153,254
Gross profit		2,530			116,588
Operating expenses		46,208			436,521
Loss from operations		(43,678	)		(319,933	)
Other income (expenses)		213,179			(32,975	)
Net loss	$	169,501		$	(352,908	)

Note 19 – Subsequent Events

On October 5, 2021, the Company issued 800,000 shares of common stock to an investor in exchange for $33,680 of principal and accrued interest owed under the terms and conditions of the 6% convertible promissory note as issued to FirstFire Global, dated June 24, 2021.

On November 11, 2021, the Company issued 500,000 shares of common stock to an investor in exchange for $22,100 of principal and accrued interest owed under the terms and conditions of the 6% convertible promissory note as issued to FirstFire Global, dated June 24, 2021.

Management has evaluated all subsequent events from September 30, 2021, through the issuance date of the financial statements for subsequent event disclosure consideration. No change to the financial statements for the nine months ended September 30, 2021, is deemed necessary as a result of this evaluation.

Table of Contents

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, 2020, filed with the Securities and Exchange Commission on April 15, 2021 (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.

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.

Table of Contents

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 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 nine months ended September 30, 2021, and 2020.

	●	*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 Events

A description of the Company’s business operations, assets and divisions can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on April 15, 2021, under the heading “Item 1. Business”. Except as set forth below under “Recent Events” such information as set forth in the Form 10-K remains accurate and current.

Recent Events

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.

As of the date of this Report, our operations are limited, and consist mainly of ZipDoctor, Inc., Life Guru, Inc., and EPIQ MD, Inc.

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.

Table of Contents

Plan of Operations

The Company is headquartered in Plano, Texas and is an investor, developer and asset manager diversified across the healthcare supply chain. The Company’s portfolio encompasses telemedicine and other virtual health platforms, subscriber based primary care and concierge medicine plans, preventative care solutions and wellness related assets such as mental & behavioral health services as well as its own proprietary life coaching platform. The Company provides its various services through direct-to-consumer and business-to-business distribution channels and is focused on developing, acquiring and bringing to market technologies and solutions that we believe can advance the quality of life for the global community. Additionally, the Company seeks opportunities to acquire and grow businesses that possess strong brand values and that can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders.

The Company 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. Specifically, the Company plans to continue to make additional and ongoing technology enhancements to its LifeGuru life coaching platform, further develop, market and advertise its telemedicine platform, and identify strategic acquisitions that complement the Company’s vision of bridging the gap between primary care, preventative care and wellness. 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.

Results of Operations

Revenues

We had revenues of $3,831 for the three months ended September 30, 2021, compared to revenues of $559,493 for the three months ended September 30, 2020. We had revenues of $17,198 for the nine months ended September 30, 2021, compared to revenues of $5,711,380, for the nine months ended September 30, 2020. The significant decrease in revenues in 2021 was due primarily to two construction contracts for an apartment and clubhouse rebuild at Gateway Village, Texas, and the replacement of a roof replacement at Port Arthur, Texas which were completed during the nine months ended September 30, 2020. There were no active construction contracts for the first nine months of 2021 and there are no current plans to obtain additional construction contracts in the future.

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 nine months ended September 30, 2021, we recognized revenues of $3,831 and $17,198 in connection with membership income from ZipDoctor. The revenues during the three and nine months ended September 30, 2020, were primarily generated from two construction contracts for an apartment and clubhouse rebuild at Gateway Village, Texas and the replacement of a roof in Port Arthur, Texas.

Table of Contents

Cost of Revenues

We had cost of revenues of $10,500 and $585,215 for the three months ended September 30, 2021 and 2020, respectively. We had cost of revenues of $25,738, for the nine months ended September 30, 2021, compared to cost of revenues of $3,944,528, for the nine months ended June 30, 2020. Cost of revenues include all direct material, sub-contractor, labor and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. 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. Changes in job performance, job conditions and estimated profitability may result in revisions to cost and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. Claims for additional contract revenue are recognized when realization of the claim is probable and the amount can be reasonably determined.

The cost of revenues in the three and nine months ended September 30, 2021, were primarily associated with the membership income from ZipDoctor.

The cost of revenues in the three and nine months ended September 30, 2020 were primarily attributable to our two construction contracts for an apartment and clubhouse rebuild at Gateway Village, Texas and the replacement of a roof in Port Arthur, Texas.

Cost of revenues as a percentage of revenues was 274% and 105% for the three months ended September 30, 2021 and 2020 and 150% for the nine months ended September 30, 2021, compared to 69% the nine months ended September 30, 2020. Cost of revenues as a percentage of revenue increased for the three and nine months ended September 30, 2021, compared to the prior periods in 2020, as a result of reduction of revenue. During 2020, two construction contracts for an apartment and clubhouse rebuilt at Gateway Village, Texas and the replacement of a roof in Port Arthur, Texas, were our primary source of cost of revenues. During 2021, costs of revenues were associated with the membership income from ZipDoctor, Inc.

Operating Expenses

General and administrative expenses were $592,283 and $644,754 for the three months ended September 30, 2021 and 2020 and $6,344,163 and $4,034,686 for the nine months ended September 30, 2021 and 2020, respectively. The increase in 2021 was due primarily to stock-based compensation in the amount of $68,609 for the three months ended September 30, 2021 and $4,223,390 for the nine months ended September 30, 2021, and professional expenses incurred as a public company such as legal in the amount of $25,440 and $154,033 for the three months and nine months ended September 30, 2021 respectively and financial reporting, accounting and auditing compliance in amount of $12,321 and $71,370 for the three months and nine months ended September 30, 2021, respectively.

Other Expenses

During the three months ended September 30, 2021, and 2020, we incurred interest expense of $19,621 and $34,726, respectively, of which $481 and $1,066, respectively, were recorded as imputed interest in connection with related party loans. During the nine months ended September 30, 2021, and 2020, we incurred interest expense of $139,003 and $87,406, respectively, of which $1,498 and $3,345, respectively, were recorded as imputed interest in connection with related party loans.

Amortization of debt discount was $186,521 and $263,534 and $1,501,923 and $444,810 during the three months ended September 30, 2021 and 2020 and the nine months ended September 30, 2021 and 2020, respectively.

We had income of $679,988 and a loss of $132,977 during the three months ended September 30, 2021, and 2020, respectively, due to change in derivative liabilities. We had income of $508,808 and a loss of $157,547 during the nine months ended September 30, 2021, and 2020, respectively, due to 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.

Table of Contents

We had a settlement gain of $45,500 compared to a settlement loss of $234,513 for the three months ended September 30, 2021, compared to the three months ended September 30, 2020, and a settlement loss of $12,559 for the nine months ended September 30, 2021 compared to a settlement loss of $234,513 for the nine months ended September 30, 2020, each, in connection with debt settlements that occurred during the respective periods.

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.

VISSIA Waterway, Inc., VISSIA McKinney LLC and Legend Nutrition (collectively referred to as “Discontinued Subsidiaries”) have been presented as discontinued operations in the accompanying consolidated financial statements for the nine months ended September 30, 2021, and 2020, and are summarized below:

	Nine Months Ended September 30,
	2021			2020
Revenue	$	2,530		$	269,842
Cost of revenue		-			153,254
Gross Profit		2,530			116,588
Operating expenses		46,208			436,521
Loss from operations		(43,678	)		(319,933	)
Other Expenses		213,179			(32,975	)
Net loss	$	(169,501	)	$	(352,908	)

	As of
	September 30, 2021		December 31, 2020
Assets of discontinued operations - current	$	9,991	$	10,061
Assets of discontinued operations - intangible		-		-
Assets of discontinued operations – non-current		53,015		113,645
Net liabilities of discontinued operations	$	298,646	$	566,552

Net Loss

We had a net loss from continuing operations of $79,606, or ($0.00) per share and $1,336,226 or ($0.03) per share, for the three months ended September 30, 2021 and 2020, respectively. We had net a net income of $181,504 from discontinued operations and a net loss of $135,161 from discontinued operations during the three months ended September 30, 2021 and 2020, respectively. The increase in loss from continuing operations during the three months ended September 30, 2020, was mainly due to stock-based compensation and general and administrative expenses. The decrease in loss from continuing operations during the three months ended September 30, 2021, was due to the change in fair value of derivatives liabilities associated with convertible debt and warrants.

We had a net loss of $7,498,626 or $0.10 per share from continuing operations and income of $169,501 or $0.00 per share from discontinued operations during the nine months ended September 30, 2021, for a total net loss of $7,327,879 or $0.10 per share. We had a net loss of $3,191,810 , or $0.10 per share from continuing operations and $352,908 or $0.01 per share from discontinued operations during the nine months ended September 30, 2020, totaling an aggregate of $3,544,718 or $0.11 per share in total net loss. The increase in net loss in 2021 was primarily attributable to non-cash expenses in connection with stock-based compensation, amortization of debt discount, the change in derivative values associated with outstanding convertible debt, impairment loss due to the investment in Life Guru, and settlement loss in connection with the common shares issued for notes settlement, offset by the increase in gross profit, each as discussed above.

Table of Contents

Liquidity and Capital Resources

As of September 30, 2021, and December 31, 2020, the Company had total assets of $274,781 and $265,522, respectively, including $63,006 and $123,706 of assets of discontinued operations, respectively.

As of September 30, 2021, and December 31, 2020, the Company had total liabilities of $1,763,697 and $1,656,529, respectively, which consisted of accounts payable, accrued liabilities, accrued interest and accrued compensation in the amount of $190,115 and $214,721, respectively, rights-of-use liability of $69,370 and $87,653, respectively, convertible notes payable (net of discount) and loans payable to related parties and non-related parties (net of discount) in the amounts of $90,988, $172,228 and $105,000, and $74,827, $25,392 and $55,000, respectively, and derivative liabilities of $837,350 and $517,366, respectively. We also had $298,646 and $566,552 of net liabilities related to discontinued operations as of September 30, 2021 and December 31, 2020. We also had $5,018 of convertible notes payable, net of debt discount and $110,000 of long-term debt as of December 31, 2020. The Company had a total stockholders’ deficit of $1,488,917 and $1,391,007 as of September 30, 2021, and December 31, 2020, respectively.

During the nine months ended September 30, 2021, net cash used in operating activities was $1,576,555, compared to net cash used in operating activities of $1,001,669 for the nine months ended September 30, 2020. Negative cash flows during the nine months ended September 30, 2021, were due primarily to the net loss of $7,327,879 and change in derivative liabilities of $1,779,896, partially offset by non-cash expenses, including stock-based compensation of $4,291,999, amortization of debt discount of $1,501,923, derivative gain of $1,271,088, loss on loans settlement of $58,059 and in process research and development of $601,852. Comparatively, negative cash flows during the nine months ended September 30, 2020, were due primarily to a net loss of $3,544,719 partially offset by non-cash expenses, including stock-based compensation of $2,798,950, and amortization of debt discount of $444,810.

During the nine months ended September 30, 2021 and 2020, we had cash provided by investing activities of $10,000 and $91,649 used in investing activities, respectively. The net cash used in investing activities in 2020 was solely attributable to capital expenditures for property and equipment.

During the nine months ended September 30, 2021, and 2020, net cash flows provided by financing activities were $1,666,336 and $670,325, respectively, primarily attributable to the proceeds from notes payable to related parties and non-related parties during the respective periods. We had proceeds of $59,820 from related party borrowings and proceeds of $1,919,000 from non-related party borrowings in the nine months ended September 30, 2021, compared to proceeds of $0 and $690,000, respectively, in the nine months ended September 30, 2020. We made repayments of $34,984 to related party borrowings and repayments of $377,500 to non-related party borrowings in the nine months ended September 30, 2021, compared to repayments of $40,000 and $15,421, respectively, in the nine months ended September 30, 2020. 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 (discussed below)), which was $46,500 in 2020.

We had cash of $112,360 and a working capital deficit of $1,590,541, as of September 30, 2021. On the 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 the long-term basis, we will potentially need to raise capital to grow and develop our business.

To date we have (a) sold 200,000 shares of our common stock in consideration for $100,000 in cash through our Regulation A offering, which relates to the sale of up to 10,800,000 shares of our common stock at a price of $0.50 per share; and (b) issued 2,730,548 shares of our common stock in exchange for the conversion of $502,050 in debt.

On October 29, 2021, November 2, 2021, and November 12, 2021, Jacob Cohen, our Chief Executive Officer, advanced the Company, $15,000, $10,000, and $40,000, respectively, which loans are payable upon demand and not bearing interest. As of the filing of this Report, we owe Mr. Cohen an aggregate of $115,000 for outstanding loans which are payable upon demand.

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”; derivative liabilities can be found in “Note 13 – Derivative Liabilities”; billings in excess of costs and estimated earnings can be found in “Note 14 – Costs and estimated earnings in excess of billings on uncompleted contract”, in the notes to unconsolidated financial statements included herein.

Table of Contents

Off-Balance Sheet Arrangements

As of September 30, 2021, and December 31, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

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, 2020. 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, 2020.

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 September 30, 2021, 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 September 30, 2021 (as described in greater detail in our annual report on Form 10-K for the year ended December 31, 2020), 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 September 30, 2021, 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.

Table of Contents

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 17 – Uncertainties”. 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, 2020, filed with the Commission on April 15, 2021 (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, 2020, 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 factor entitled “Our business has been materially and adversely disrupted by COVID-19, and the control response measures that state and local governments have implemented to address it, and may be impacted by other epidemics or pandemics in the future. We have been forced to close our MedSpas and have made the decision to close our nutrition store.” from the Form 10-K is replaced and superseded by the following:

Our business has been materially and adversely disrupted by COVID-19, and the control response measures that state and local governments have implemented to address it, and may be impacted by other epidemics or pandemics in the future. We have been forced to close our MedSpas and have closed our nutrition store.

An epidemic, pandemic or similar serious public health issue, and the measures undertaken by governmental authorities to address it, could significantly disrupt or prevent us from operating our business in the ordinary course for an extended period, and thereby, and/or along with any associated economic and/or social instability or distress, have a material adverse impact on our consolidated financial statements.

On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. On March 13, 2020, the United States declared a national emergency concerning the outbreak, and several states and municipalities have declared public health emergencies. Along with these declarations, there have been extraordinary and wide-ranging actions taken by international, federal, state and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions across the United States and the world, including quarantines, “stay-at-home” orders and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations.

Table of Contents

The COVID-19 pandemic, and related social distancing requirements, travel bans, stay-at-home orders and closures limited access to our spas and store and forced us to close our med spas and nutrition store.

All of the above has in turn, not only negatively impacted our operations, financial condition and demand for our services, but our overall ability to react timely to mitigate the impact of this event. To date, our 2020 and 2021 financial results have been, and we anticipate our financial results for the fourth quarter of 2021 and first quarter of 2022, at a minimum, will be, significantly negatively affected by COVID-19; however, the full effect on our business and operation is currently unknown. The outbreak of COVID-19 has caused significant disruptions to the Company’s ability to generate revenues and cash flows, and uncertainty regarding the length of the disruption may adversely impact our ability to raise additional capital.

The inherent uncertainty surrounding COVID-19, due in part to rapidly changing governmental directives, public health challenges and progress, and market reactions thereto, also makes it more challenging for our management to estimate the future performance of our business and develop strategies to generate growth. Should the adverse impacts described above (or others that are currently unknown) occur, whether individually or collectively, we would expect to experience, among other things, significant decreases in our revenues and increases in net loss, as we did during 2020 and through the third quarter of 2021, and such impacts are likely to continue be material to our consolidated financial statements in the fourth quarter of 2021 and first quarter of 2022, and potentially beyond. In addition, should the COVID-19 public health effort intensify to such an extent that we cannot operate, if there are prolonged government restrictions on our business and our customers, and/or an extended economic recession, we could be unable to produce revenues and cash flows sufficient to conduct our business, or service our outstanding debt. Such a circumstance could, among other things, exhaust our available liquidity (and ability to access liquidity sources) and/or trigger an acceleration to pay a significant portion or all our then-outstanding debt obligations, which we may be unable to do.

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 September 30, 2021, we owed approximately $982,916 under various convertible promissory notes and as of the date of this Report we owe approximately $927,136 under various convertible promissory notes. The conversion prices of the convertible notes are equal to 75% of 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. 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.

Table of Contents

The below is a new risk factor not included in the Form 10-K:

We currently have limited operations and may not generate significant revenues or be profitable in the future.

Our current operations consist solely of LifeGuru, Inc., ZipDoctor, Inc., EPIQ MD, Inc. We may not be successful in our planned operations in the future and can make no assurances that we will be able to generate significant revenues in the future, that we will have sufficient funding to support our operations and pay our expenses, or that we will ever become profitable. In the event we are unable to generate revenues and/or support our operations, we will be forced to curtail and/or abandon our current business plan and any investment in the Company could become worthless.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There have been no sales of unregistered securities during the quarter ended September 30, 2021 and from the period from October 1, 2021 to the filing date of this Report, which have not previously been disclosed in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, or a Current Report on Form 8-K, except as set forth below:

On July 29, 2021, the Company issued 750,000 shares of the Company’s common stock in consideration for consulting services. The shares were valued at $0.10 per share, or $75,000 based on the market price on the date of issuance.

* * * * * * *

Table of Contents

We claim an exemption from registration for the issuances and grants described above, except as otherwise disclosed, or set forth below, were exempt from registration pursuant to Section 4(a)(2), Rule 506 of Regulation D and/or Regulation S of the Securities Act, since the foregoing issuances and grants did not involve a public offering, the recipients took the securities for investment and not resale, we took take appropriate measures to restrict transfer, and the recipients were (a) “accredited investors”; (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act; and/or (c) were non U.S. persons. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

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

Incorporated by Reference

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

Filed/ Furnished Herewith

3.1

Articles of Incorporation, as amended

10-K

000-50912

3.1

6/26/2020

3.2

Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock of International American Technologies, Inc.

SB-2

333-138902

4(iii)1

11/22/2006

3.3

Certificate of Designation of the Relative Rights and Preferences of the Series B Convertible Preferred Stock of International American Technologies, Inc.

SB-2

333-138902

4(iiii)2

11/22/2006

3.4

Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock of Hammons Industries, Inc.

8-K

000-50912

4(iii)3

9/26/2007

3.5

Amended and Restated Certificate of Designations of American International Holdings Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series a Preferred Stock, filed with the Secretary of State of Nevada on May 18, 2020

8-K

000-50912

3.1

5/21/2020

3.6

Amended and Restated Certificate of Designation of American International Holdings Corp. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series B Convertible Preferred Stock, filed with the Secretary of State of Nevada on May 18, 2020

8-K

000-50912

3.2

5/21/2020

Table of Contents

3.7

Certificate of Withdrawal of Certificate of Designation of Series C Convertible Preferred Stock filed with the Secretary of State of Nevada on May 18, 2020

8-K

000-50912

3.3

5/21/2020

3.8

Bylaws of Unlimited Coatings Corporation

10-SB/12G

000-50912

3(ii)

8/18/04

10.1

Form of 6% Original Issue Discount Secured Convertible Promissory Note dated January 6, 2021, by American International Holdings Corp. in favor of the holders thereof

8-K

000-50912

10.3

4/6/2021

10.2#

Securities Purchase Agreement dated June 24, 2021, by and between American International Holdings Corp., and the Investors party thereto

8-K

000-50912

10.1

7/13/2021

10.3

Form of 6% Original Issue Discount Secured Convertible Promissory Note dated June 24, 2021, by American International Holdings Corp. in favor of the holders thereof

8-K

000-50912

10.2

7/13/2021

10.4

Form of Warrant to Purchase Common Stock dated June 24, 2021, by American International Holdings Corp. in favor of the holders thereof

8-K

000-50912

10.3

7/13/2021

10.5#

Registration Rights Agreement dated June 24, 2021, by American International Holdings Corp. in favor of the investors named therein

8-K

000-50912

10.4

7/13/2021

10.6

American International Holdings Corp. 2021 Equity Incentive Plan

8-K

000-50912

10.1

8/4/2021

31.1*

Certification of Principal Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act*

32.1**

Certification of Principal Executive Officer and of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act**

99.1

Charter of the Audit Committee

8-K

000-50912

99.1

10/21/2021

101.SCH*

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.CAL*

Inline XBRL Taxonomy Extension Schema Document

101.DEF*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Label Linkbase Document

104*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.
**	Furnished herewith.
***	Indicates management contract or compensatory plan or arrangement.

# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that American International Holdings Corp. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.

Table of Contents

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)
	November 22, 2021