Notes
to Financial Statements
September
30, 2018
(Unaudited)
Note
1- Summary of Significant Accounting Policies
The
accompanying unaudited interim financial statements of American International Holdings Corp. (“AMIH” or the “Company”),
have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto
contained in AMIH’s latest Annual Report filed with the SEC on Form 10-K for the year ended December 31, 2017. In the opinion
of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim financial
statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent
fiscal year as reported in the Form 10-K have been omitted.
Organization,
Ownership and Business
Prior
to May 31, 2018, American International Holdings Corp. (“AMIH”) was a 93.2% owned subsidiary of American International
Industries, Inc. (“American”, “AMIN”) (OTCBB: AMIN). Effective May 31, 2018, the Company issued 10,100,000
shares of restricted common stock. As a result of the issuance of the common shares, a change in control occurred. American International
Industries, Inc. ownership decreased from 93.2% to 6.4%. No one individual or entity owns at least 50% of the outstanding shares
of the Company.
Cash
Equivalents
Highly
liquid investments with original maturities of three months or less are considered cash equivalents. There are no cash equivalents
at September 30, 2018 and December 31, 2017.
Fair
Value of Financial Instruments
FASB
ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets
and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC
825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction
between willing parties. At September 30, 2018 and December 31, 2017, the carrying value of certain financial instruments (cash
and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments
or interest rates, which are comparable with current rates.
Earnings
per Common Share
We
compute net income (loss) per share in accordance with ASC 260,
Earning per Share
. ASC 260 requires presentation of both
basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss)
available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method
and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period
is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS
excludes all dilutive potential shares if their effect is anti-dilutive.
Management’s
Estimates and Assumptions
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and expenses. Actual results could differ from these
estimates.
New
Accounting Pronouncements
We
do not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect
on the accompanying financial statements.
Note
2 — Related Party Transactions
As
of September 30, 2018 and December 31, 2017, AMIH had a payable to AMIN of $0 and $31,496, respectively. The loan is from the
former parent company. There is no loan agreement, and interest is not being charged. Effective May 31, 2018, AMIN Board forgave
the $31,496 loan owed to AMIN at March 31, 2018 plus an additional $500 loaned during the second quarter of 2018, for a total
of $31,996 in forgiveness. The Company incurred an imputed interest expense in the amount of $1,035 on the loans owed to AMIN
for the nine months ended September 30, 2018.
As
of September 30, 2018, AMIH had a short-term note payable in the amount of $14,756 to Kemah Development Texas, LP, a company owned
by Dror Family Trust, a related party. The original note was for $100,000. $85,244 was repaid during the quarter ended September
30, 2018. The note was effective May 31, 2018, bears interest at 3%, and is due on May 31, 2019. AMIH incurred interest expense
of $742 for the period ended September 30, 2018 and an additional $1,089 of interest expense was imputed on this note.
At
December 31, 2017, the Company had an accrued liability in the amount $30,000 for compensation to the Company’s CEO for
the year ended December 31, 2016. Effective May 31, 2018, the Company former CEO resigned his position as CEO and forgave the
$30,000 in accrued compensation owed to the former CEO.
The
$2,124 in imputed interest expense and the $30,000 in forgiveness of accrued compensation were recorded as increases in additional
paid in capital during the quarter ended June 30, 2018.
Note
3 – Capital Stock
The
Company is authorized to issue up to 5,000,000 shares of preferred stock, $ 0.0001 par value, of which 0 shares are issued and
outstanding at September 30, 2018 and December 31, 2017.
The
Company is authorized to issue up to 195,000,000 shares of common stock, $0.0001 par value, of which 10,933,355 and 747,355 shares
are issued and outstanding at September 30, 2018 and December 31, 2017, respectively.
During
the nine months ended September 30, 2018, the Company issued the following shares of restricted common stock. Stock issued for
services was valued at $0.50 per share:
The
Company issued 4,300,000 shares for common stock valued $2,150,000 for organizational and acquisition consulting services.
The
Company issued 3,800,000 shares of common stock valued at $1,900,000 for the positions as President, CEO and Director.
The
Company issued 750,000 shares of common stock valued at $375,000 for the positions as CFO and Director.
The
Company issued 500,000 shares of common stock valued at $250,000 for Director Fees.
The
Company issued 750,000 shares of common stock valued at $375,000 financial and acquisition consulting services.
The
Company sold an aggregate of 86,000 shares of common stock to four investors in private transactions at $.50 per share ($43,000
in the aggregate).
Note
4 — Going Concern
As
reflected in the accompanying financial statements, the Company has a net loss of $5,108,434 for the nine months ended September
30, 2018, and an accumulated deficit of $7,333,544, and expects to incur further losses in the future, thus raising substantial
doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent
upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations when they come due. Management plans to obtain the necessary
financing to meet its obligations during 2018. As a shell corporation, the Corporation has pursued potential business combination
transactions with existing private business enterprises that might have a desire to take advantage of the Company’s status
as a public company. These financials do not include any adjustments relating to the recoverability and reclassification of recorded
asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.
Note
5 – Subsequent Events
Effective
August 20, 2018, Mr. Robert Holden resigned as a member of the Board of Directors, President and Chief Executive Officer of American
International Holdings Corp. On May 31, 2018, the Company issued 3,800,000 shares of restricted common stock to Mr. Robert Holden
for his continued service as the President, Chief Executive Officer and Board member of the Company.
As
a result of the resignation of Mr. Holden, the Company is no longer operating under the d/b/a Digital Marketing Interactive and/or
maintaining a business focus in digital marketing moving forward. The Company is pursuing legal actions to recover the 3,800,000
shares of stock issued to Mr. Holden.
Effective
April 12, 2019, the Company issued 18,000,000 shares of the Company common stock to the members (three individuals) of Novopelle
Diamond, LLC (“Novopelle”), a Texas limited company, to acquire 100% of the membership interests of Novopelle. The
issuance of these shares represent a change in control of the Company. Concurrent with the issuance, Jacob Cohen, Esteban Alexander
and Alan Hernandez, representing the three former members of Novopelle, were elected to the board of directors and to the office
of Chief Executive Officer, Chief Operating Officer and Chief Marketing officer of the Company, respectively.
On
April 12, 2019 the Company entered into individual share exchange agreements and promissory notes with each of Daniel Dror, Winfred
Fields and former Directors Everett Bassie and Charles Zeller (the “
AMIH Shareholders
”), whereby the AMIH Shareholders
agreed to cancel and exchange a total of 5,900,000 shares of their AMIH common stock for individual promissory notes with an aggregate
principal amount of $350,000 (the “
Promissory Notes
”). The Promissory Notes have a term of two years and accrue
interest at the rate of 10% per annum until paid in full by the Company.
Management
has evaluated all subsequent events through June 11, 2019, the date the financial statements were available to be issued. No change
to the financial statements for the quarter ended September 30, 2018 is deemed necessary as a result of this evaluation.