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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~~March 3031, ~~2022~~2023

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

For the transition period from to

Commission file number: 000-50912

AMERICAN INTERNATIONAL HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada		88-0225318
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

4131 N. Central Expressway, Suite 900, Dallas, Texas		75204
205S Bailey Street, Electra, Texas		76360
(Address of Principal Executive Offices)		(ZIP Code)

(~~469~~940) ~~963~~495-~~2644~~2155

(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~~As ~~number~~ of ~~shares~~July ~~outstanding~~12, of2023, ~~each~~there ofwere ~~the~~195,000,000 ~~issuer’s~~shares ~~classes~~ of ~~equity~~our ascommon ofstock ~~November~~issued ~~16,~~and ~~2022~~outstanding, ispar ~~12,747,358~~value ~~shares of common stock~~$0.0001.

TABLE OF CONTENTS

Item	Description	Page
	Cautionary Statement Regarding Forward-Looking Statements	1
	PART I — FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	2
	Condensed Consolidated Balance Sheets — as of September 30, 2022 (unaudited) and December 31, 2021 (Audited)	2
	Condensed Consolidated Balance Sheets — as of March 31, 2023 (unaudited) and December 31, 2022 (unaudited)	2
	Condensed Consolidated Statements of Operations — Three Months and Nine Months Ended September 30, 2022 and 2021 (unaudited)	3
	Condensed Consolidated Statements of Operations — Three Months Ended March 31, 2023 and 2022 (unaudited)	3
	Consolidated Statements of Changes in Stockholders’ Deficit — Three Months and Nine Months Ended September 30, 2022 and 2021 (unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Deficit — Three Months Ended March 31, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows —Nine Months Ended September 30, 2022 and 2021 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows —Three Months Ended March 31, 2023 and 2022 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	76
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2421
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3126
Item 4.	Controls and Procedures	3126
	PART II— OTHER INFORMATION
Item 1.	Legal Proceedings	3227
Item 1A.	Risk Factors	3227
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3432
Item 3.	Defaults Upon Senior Securities	3732
Item 4.	Mine Safety Disclosures	3732
Item 5.	Other Information	3832
Item 6.	Exhibits	3833

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q ~~(this~~contains “~~Report~~forward-looking statements”). ~~contains~~These forward-looking statements, ~~within~~including without limitation forward-looking statements made under the ~~meaning~~caption “Management’s Discussion and Analysis of ~~the~~Financial ~~federal~~Condition ~~securities~~and ~~laws~~Results of Operations,” ~~including~~involve risks and uncertainties. Any statements contained in this Quarterly Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements as to our future operating results; plans for the ~~Private~~marketing ~~Securities~~of ~~Litigation~~our ~~Reform~~services; ~~Act~~future economic conditions; the effect of ~~1995~~our market and product development efforts; and expectations or plans relating to the implementation or realization of our strategic goals and future growth, including through potential future acquisitions. InForward-looking ~~some~~statements ~~cases~~may include, ~~you~~among ~~can~~other ~~identify~~things, statements relating to future sales, earnings, cash flow, results of operations, use of cash and other measures of financial performance, as well as statements relating to future dividend payments. Other forward-looking statements by may be identified through the ~~following~~use of words: such as “~~anticipate~~believes,” “~~believe~~anticipates,” “~~continue~~may,” “~~could~~should,” “~~estimate~~will,” “~~expect~~plans,” “~~intend~~projects,” “~~may~~expects,” “~~ongoing~~expectations,” “~~plan~~estimates,” “~~potential~~predicts,” “~~predict~~targets,” “~~project~~forecasts,” “~~should~~strategy,” or and other words of similar meaning in connection with the ~~negative~~discussion of ~~these~~future ~~terms~~operating or ~~other~~financial ~~comparable~~performance. These ~~terminology~~statements are based on current expectations, ~~although~~estimates ~~not~~and ~~all~~projections ~~forward-looking~~about ~~statements~~the ~~contain~~industries ~~these~~in ~~words~~which we operate, and the beliefs and assumptions made by management. ~~Forward~~Because forward-looking statements ~~are~~relate ~~not~~to athe ~~guarantee~~future, ofthey ~~future~~are ~~performance~~subject orto ~~results~~inherent risks, uncertainties and ~~will~~changes ~~not~~in ~~necessarily~~circumstances bethat ~~accurate~~are ~~indications~~difficult ofto ~~the~~predict. ~~times at~~Accordingly, ~~or by,~~the ~~which~~Company’s ~~such~~actual ~~performance~~results ormay ~~results~~differ ~~will~~materially befrom those ~~achieved.~~contemplated ~~Forward~~by the forward-looking statements. Investors, therefore, are ~~based~~cautioned onagainst ~~information~~relying ~~available~~on atany ~~the~~of ~~time~~these ~~the~~forward-looking statements. They are ~~made~~neither ~~and~~statements ~~involve~~of ~~known~~historical ~~and~~fact ~~unknown~~nor ~~risks,~~guarantees ~~uncertainties~~or ~~and~~assurances ~~other~~of ~~factors~~future ~~that~~performance. ~~may~~Readers ~~cause~~should refer to the discussions under “Risk Factors” contained in our ~~results,~~Annual ~~levels~~Report ofon ~~activity~~Form 10-K for the fiscal year ended December 31, 2022 ~~performance~~concerning orcertain ~~achievements~~factors that could cause our actual results to bediffer materially ~~different~~ from the ~~information~~results ~~expressed~~anticipated orin ~~implied~~such ~~by the~~ forward-looking ~~statements in~~ ~~this Report~~statements. These ~~factors~~Risk ~~include:~~Factors are hereby incorporated by reference into this Quarterly Report.

● estimates of our expenses, future revenue, capital requirements and our needs for additional financing; ● our ability to develop, acquire, and advance services and products for our customer base; ● the implementation of our business model and strategic plans for our business; ● the terms of future licensing, operational or management arrangements, and whether we can enter into such arrangements at all; ● timing and receipt of revenues, if any; ● the scope of protection we are able to establish and maintain for intellectual property rights and our ability to operate our business without infringing on the intellectual property rights of others; ● regulatory developments in the United States; ● our ability to maintain and establish collaborations or obtain additional funding; ● our financial performance; ● the effects of COVID-19 and other epidemics and pandemics on our ability to operate, our ability to generate revenues, and the local, U.S. and global economies in general; ● risks associated with increased inflation, rising interest rates and risks of recessions; ● risks associated with global conflicts and wars, including the ongoing Russia/Ukraine conflict; ● 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

American International Holdings Corp.

Condensed Consolidated Balance Sheets

	(Unaudited)			(Audited)
	March 31, 2023			December 31, 2022
	September 30, 2022			December 31, 2021
	(Unaudited)			(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	165,024		$	1,209,807
Cash and cash equivalents	$	167		$	-
Inventory		3,299			3,840
Other receivables		1,061,348			-
Prepaid Expenses		13,262			-
TOTAL CURRENT ASSETS		1,061,515			-
TOTAL CURRENT ASSETS		181,585			1,213,647
Oil and gas properties, full cost method
Proved developed producing oil and gas properties, net		831,884			-
Total Oil and gas properties, net		831,884			-
NON-CURRENT ASSETS
Property and equipment, net of accumulated depreciation of $7,580		94,778			-
Fixed asset, net		13,000			-
Right-of-use asset - operating lease		37,550			-
Patent, net		1,111,506			-
Rent deposits		4,492			3,599
Goodwill		7,189,473			-
Assets of discontinued operations		-			14,199
Deposit		53,130			-
NET NON-CURRENT ASSETS		136,820			17,798
TOTAL NON-CURRENT ASSETS		8,367,109			-
TOTAL ASSETS	$	~~318~~10,~~405~~260,508		$	~~1,231,445~~-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	25127,~~670~~212		$	~~54,918~~-
Accrued interest payable		~~185~~351,~~765~~659			~~93,776~~-
Accrued compensation - related parties		100,000			103,500
Accrued compensation		200,000			-
Deferred Revenue - related parties		60,000			-
Convertible notes payable, net of debt discount of $241,985 and $0		2,886,494			-
Right-of-use liability - operating lease		37,550			-
Convertible notes payable - related parties		1,500,000			-
Convertible notes payable, net of debt discount of $816,600 and $2,479,023		2,081,070			396,419
Notes payable		758,800			-
Loans payable to related parties		110,000			123,473
Notes payable - related parties		360,000			-
Loans payable		75,000			75,000
Derivative liabilities		1,927,357			-
Derivative liabilities		3,743,817			4,141,272
TOTAL CURRENT LIABILITIES		8,111,522			-
Net liabilities of discontinued operations		4,948			112,199
TOTAL LIABILITIES		8,111,522			-
TOTAL CURRENT LIABILITIES		6,423,820			5,100,557
LONG-TERM LIABILITIES
Loans payable		30,158			-
TOTAL LONG-TERM LIABILITIES		30,158			-
TOTAL LIABILITIES		6,453,978			5,100,557
STOCKHOLDERS’ DEFICIT
Preferred stock, (par value $0.0001, 5,000,000 shares authorized, of which 1,000,000 and 1,000,000 shares of Series A Preferred Stock were issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)		100			100
Preferred stock, (par value $0.0001, 5,000,000 shares authorized, of which 1,000,000 shares issued and outstanding)		100			100
Common stock (par value $.0001, 195,000,000 shares authorized, of which 5,207,772 and 1,407,418 shares issued and outstanding as of September 30, 2022 December 31, 2021, respectively)		521			141
Common stock (par value $0.0001, 195,000,000 shares authorized, of which 195,000,000 and 75,601,875 shares issued and outstanding as of March 31, 2023 and December 31, 2022)		19,500			7,560
Treasury stock, at cost		(3,894	)		(3,894	)
Common Stock Payable		-			-
Additional paid in capital		2,563,835			-
Additional paid in capital		17,822,808			16,675,110
Accumulated deficit		(430,555	)		(3,766	)
Accumulated deficit		(23,726,249	)		(20,540,569	)
TOTAL STOCKHOLDERS’ DEFICIT		2,148,986			-
TOTAL STOCKHOLDERS’ DEFICIT ATTRIBUTED TO PARENTS COMPANY		(5,906,714	)		(3,869,112	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	10,260,508		$	-
Non-controlling interest		(228,859	)		-
TOTAL STOCKHOLDERS’ DEFICIT		(6,135,573	)		(3,869,112	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	318,405		$	1,231,445

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

Table of Contents

American International Holdings Corp.

Condensed Consolidated Statements of Operations (Unaudited)

	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	For the three Months Ended			For the three Months Ended
	For The Three			For The Three			For The Nine			For The Nine
	March 31, 2023			March 31, 2022
	Months Ended			Months Ended			Months Ended			Months Ended
Revenues
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Revenues	$	50,414		$	-
Revenues
Lease operating cost		64,950			-
Revenues	$	48		$	3,831		$	13,452		$	17,198
Gross profit (loss)		(14,536	)		-
Revenue - related party		-			-			-			-
Operating expenses
Cost of revenues		500			10,500			6,320			25,738
General and administrative expenses		148,113			-
Gross profit (loss)		(452)			(6,669	)		7,132			(8,540	)
Total operating expenses		148,113			-
Operating expenses
Loss from operations		(162,649	)		-
General and administrative expenses		384,759			592,283			2,081,267			6,344,163
Other income (expenses)
Total operating expenses		384,759			592,283			2,081,267			6,344,163
Change in derivative liabilities		(147,466	)		-
Loss from operations		(385,211	)		(598,952	)		(2,074,135	)		(6,352,703	)
Interest expense		(56,875	)		-
Other income (expenses)
Amortization on debt discount		(59,799	)		-
Amortization of debt discount		(733,122	)		(186,521	)		(1,894,010	)		(1,501,923	)
Total other expense		(264,140	)		-
Change in derivative liabilities		(2,060,973	)		679,988			428,216			508,808
Loss before income taxes		(426,789	)		-
Gain on disposition of subsidiaries		400			-			323,162			-
Income taxes		-			-
Interest expense		(78,333	)		(19,621	)		(230,805	)		(139,003	)
Net loss	$	(426,789	)	$	-
Settlement gain (loss)		-			44,254			47,232			(13,805	)
Weighted average number of outstanding shares
Total other expense		(2,872,028	)		518,100			(1,326,205	)		(1,145,923	)
Basic		38,492,997			-
Loss before income taxes		(3,257,239	)		(80,852	)		(3,400,340	)		(7,498,626	)
Diluted		67,485,287			-
Income taxes		-			-			-			-
Basic loss per share		(0.01	)		-
Net (loss) from continuing operations	$	(3,257,239	)	$	(80,852	)	$	(3,400,340	)	$	(7,498,626	)
Diluted loss per share		(0.01	)		-
Discontinued operations:
(Loss) gain from discontinued operations		(11,927	)		181,505			(14,199	)		169,501
Total income (loss) from discontinued operations		(11,927	)		181,505			(14,199	)		169,501
Net (loss) attributed to non-controlling interest		(50,668	)		-			(228,859	)		-
Net income (loss)	$	(3,218,498	)	$	100,653		$	(3,185,680	)	$	(7,329,125	)
Basic income (loss) per share
Continuing operations	$	(1.02	)	$	(0.06	)	$	(1.60	)	$	(6.21	)
Discontinued operations	$	(0.00	)	$	0.15		$	(0.01	)	$	0.14
Diluted income (loss) per share
Continuing operations	$	(1.01	)	$	(0.06	)	$	(1.58	)	$	(6.19	)
Discontinued operations	$	(1.00	)	$	0.15		$	(0.01	)	$	0.14
Weighted average number of shares outstanding
Basic		3,183,912			1,246,208			2,131,071			1,207,262
Diluted		3,238,785			1,246,208			2,149,429			1,211,742

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

Table of Contents

American International Holdings Corp.

Consolidated Statement of Changes in Stockholders’ Deficit (Unaudited)

(Unaudited)

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

Balance, December 31, 2021		1,000,000	$	100		-	$	-		1,407,418	$	141	$	-	$	-		$	(3,894	)	$	(3,653	)

Issuance of common shares for note conversion and settlement		-		-		-		-		84,878		9		-		-			-			9

Issuance of shares for services - related parties		-		-		-		-		23,717		2		-		-			-			2

Issuance of shares for services		-		-		-		-		88,768		9		-		-			-			9

Net Loss		-		-		-		-		-		-		-		-			-			-

Balance, March 31, 2022		1,000,000	$	100		-	$	-		1,604,781	$	161	$	-	$	-		$	(3,894	)	$	(3,633	)

Balance, December 31, 2022		1,000,000	$	100		-	$	-		75,601,875	$	7,560	$	-	$	-		$	(3,894	)	$	3,766

Acquisition of Cycle Energy Corp.		-		-		-		-		-		-		1,929,734		(3,766	)		-			1,925,968

Issuance of common shares for note conversion and settlement		-		-		-		-		119,398,125		11,940		476,984		-			-			488,924

Reclassification of derivative liabilities due to note conversion		-		-		-		-		-		-		157,117		-			-			157,117

Net loss		-		-		-		-		-		-		-		(426,789	)		-			(426,789	)

Balance, March 31, 2023		1,000,000	$	100		-	$	-		195,000,000	$	19,500	$	2,563,835	$	(430,555	)	$	(3,894	)	$	2,148,986

	Shares		Amount		Shares			Amount			Shares		Amount		Capital		Payable		(Deficit)			1		Stock			(Deficit)
															Additional		Common		Retained								Total
	Preferred Stock A				Preferred Stock B						Common Stock				Paid-in		Stock		Earnings			Noncontrolling		Treasury			Stockholders’
	Shares		Amount		Shares			Amount			Shares		Amount		Capital		Payable		(Deficit)			Interest		Stock			(Deficit)
Balance, December 31, 2020		1,000,000	$	100		-		$	-			917,781	$	92	$	9,172,353	$	-	$	(10,559,658	)	$	-	$	(3,894	)	$	(1,391,007	)
Imputed interest		-		-		-			-			-		-		539		-		-			-		-			539
Reclassification of derivative liabilities due to note conversion		-		-		-			-			-		-		763,241		-		-			-		-			763,241
Issuance of Series B preferred shares for In Process Research and Development		-		-		500,000			50			-		-		601,802		-		-			-		-			601,852
Issuance of common shares for Series B preferred shares conversion		-		-		(500,000	)		(50	)		34,294		3		47		-		-			-		-			-
Issuance of common shares under private placement		-		-		-			-			3,333		0		100,000		-		-			-		-			100,000
Issuance of common shares for note settlement		-		-		-			-			45,509		5		502,045		-		-			-		-			502,050
Issuance of shares for services - related parties		-		-		-			-			108,333		11		2,510,639		-		-			-		-			2,510,650
Issuance of shares for services		-		-		-			-			88,333		9		1,712,731		-		-			-		-			1,712,740
Issuance of common shares for debt settlement		-		-		-			-			11,813		1		119,524		-		-			-		-			119,525
Net (loss)		-		-		-			-			-		-		-		-		(7,372,606	)		-		-			(7,372,606	)
Balance, March 31, 2021		1,000,000	$	100		-		$	-			1,209,396	$	121	$	15,482,921	$	-	$	(17,932,264	)	$	-	$	(3,894	)	$	(2,453,016	)
Imputed Interest		-		-		-			-			-		-		477		-		-			-		-			477
Reclassification of derivative liabilities due to note conversion		-		-		-			-			-		-		219,222		-		-			-		-			219,222
Issuance of common shares for note conversion and settlement		-		-		-			-			63,348.23		6		416,630		-		-			-		-			416,636
Net loss		-		-		-			-			-		-		-		-		(57,172	)		-		-			(57,172	)
Balance, June 30, 2021		1,000,000	$	100	$	-		$	-			1,272,744	$	127	$	16,119,250	$	-	$	(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		-		-		-			-			50,822		5		156,199		-		-			-		-			156,204
Issuance of shares for services		-		-		-			-			15,250.00		2		68,607		-		-			-		-			68,609
Net loss		-		-		-			-			-		-		-		-		100,652			-		-			100,652
Balance, September 30, 2021		1,000,000	$	100	$	-		$	-			1,338,816	$	134	$	16,402,282	$	-	$	(17,888,784	)	$	-	$	(3,894	)	$	(1,490,162	)

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

													Additional			Common			Retained									Total
	Preferred Stock A				Preferred Stock B				Common Stock				Paid-in			Stock			Earnings			Noncontrolling			Treasury			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable			(Deficit)			Interest			Stock			(Deficit)
Balance, December 31, 2021		1,000,000	$	100		-	$	-		1,407,418	$	141	$	16,675,110		$	-		$	(20,540,569	)	$	-		$	(3,894	)	$	(3,869,112	)
Reclassification of derivative liabilities due to note conversion		-		-		-		-		-		-		89,638			-			-			-			-			89,638
Issuance of common shares for note conversion and settlement		-		-		-		-		84,878		9		204,796			-			-			-			-			204,805
Issuance of shares for services - related parties		-		-		-		-		23,717		2		86,122			-			-			-			-			86,124
Issuance of shares for services		-		-		-		-		88,768		9		284,991			-			-			-			-			285,000
Net (loss)		-		-		-		-		-		-		-			-			(1,430,293	)		-			-			(1,430,293	)
Balance, March 31, 2022		1,000,000	$	100		-	$	-		1,604,781	$	161	$	17,340,657		$	-		$	(21,970,862	)	$	-		$	(3,894	)	$	(4,633,838	)
Reclassification of derivative liabilities due to note conversion		-		-		-		-		-		-		21,744			-			-			-			-			21,744
Issuance of common shares for note conversion and settlement		-		-		-		-		301,866		30		52,837			16,170			-			-			-			69,037
Issuance of shares for service		-		-		-		-		-		-		-			500			-			-			-			500
Loan settlement - related parties		-		-		-		-		-		-		14,106			-			-			-			-			14,106
Gain on disposition of subsidiary - related parties		-		-		-		-		-		-		102,092			-			-			-			-			102,092
Rounding up shares due to reverse split		-		-		-		-		21,974		2		(2	)		-			-			-			-			-
Net income		-		-		-		-		-		-		-			-			1,284,920			-			-			1,284,920
Balance, June 30, 2022		1,000,000	$	100		-	$	-		1,928,621	$	193	$	17,531,434		$	16,670		$	(20,685,942	)	$			$	(3,894	)	$	(3,141,439	)
Reclassification of derivative liabilities due to note conversion		-		-		-		-		-		-		63,944			-			-			-			-			63,944
Issuance of common shares for note conversion and settlement		-		-		-		-		2,979,151		298		218,010			(16,170	)		-			-			-			202,138
Issuance of shares for service		-		-		-		-		300,000		30		9,420			(500	)		-			-			-			8,950
Rounding up shares due to reverse split		-		-		-		-		-		-		-			-			-			-			-			-
Net income		-		-		-		-		-		-		-			-			(3,040,307	)		(228,859	)		-			(3,269,166	)
Net income (loss)		-		-		-		-		-		-		-			-			(3,040,307	)		(228,859	)		-			(3,269,166	)
Balance, September 30, 2022		1,000,000	$	100		-	$	-		5,207,772	$	521	$	17,822,808		$	-		$	(23,726,249	)	$	(228,859	)	$	(3,894	)	$	(6,135,573	)

Table of Contents

~~The~~American ~~accompanying~~International ~~notes~~Holdings ~~are an integral part of these consolidated financial statements~~Corp.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	For the three Months Ended			For the three Months Ended
	March 31, 2023			March 31, 2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(426,789	)	$	-
Adjustments to reconcile net loss to net cash provided by operating activities:
Derivative expense		70,765			-
Changes in derivative liabilities		76,701			-
Depreciation expense		32,014			-
Amortization on debt discount		59,799			-
Amortization of intangible asset		15,885			-
(Decrease) increase in operating liabilities:
Accounts payable and accrued liabilities		17,949			-
Accrued interest payable		56,814			-
Deposit		(3,130	)		-
NET CASH USED IN OPERATING ACTIVITIES		(99,992	)		-

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in reverse acquisition		159

NET CASH PROVIDED BY INVESTING ACTIVITIES		159			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable		100,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		100,000			-

NET INCREASE IN CASH AND CASH EQUIVALENTS		167			-

CASH AND CASH EQUIVALENTS:
Beginning of period		-			3,950
End of period	$	167		$	3,950

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	61		$	-

Non-cash investing and financing activities:
Debt discount on convertible debt	$	100,000		$	-
Reverse merger	$	758,800		$	-
Conversion of note payable, accrued interest and settlement of derivative	$	646,041		$	-
Cashless acquisition of assets	$	3,115,637		$	-

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

~~AMERICAN INTERNATIONAL~~Table ~~HOLDINGS~~of ~~CORP.~~Contents

Condensed Consolidated Statements of Cash Flows

	For the Year Ended			For the Year Ended
	September 30, 2022			September 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,400,340	)	$	(7,498,626	)
Net loss from discontinued operations		(14,199	)		169,501
Adjustments to reconcile net income (loss) to net cash (used in) operating activities:
Amortization of debt discount		1,894,010			1,501,923
Change in derivative liabilities		(622,909	)		(1,779,896	)
Depreciation		7,580			3,413
Derivatives expenses		440,779			1,271,088
Forgiveness of Loan		-			(45,500	)
Imputed interest expense		-			1,497
Interest Expenses		-			24,008
Gain on disposal		(322,762	)		-
Loss on loans settlement		-			59,304
Stock issued for services rendered		391,824			4,291,999
Stock issued for in process research and development (Increase) decrease in operating assets:		-			601,852
Inventory		541			(3,840	)
Prepaid income (expenses)		(13,262	)		3,000
Rent Deposit		(4,492	)		(3,599	)
(Decrease) increase in operating liabilities:
Accounts payable		15,574			16,946
Accrued interest payable		230,806			8,517
Accrued compensation - related parties		(3,500	)		(5,500	)
Deferred Revenue		60,000			-
NET CASH USED IN OPERATING ACTIVITIES OF CONTINUING OPERATIONS		(1,380,350	)		(1,383,913	)
NET CASH USED IN OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS		(93,003	)		(193,207	)
NET CASH USED IN OPERATING ACTIVITIES		(1,473,353	)		(1,577,120	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and equipment		(69,457	)		-
Net cash proceed from disposition of Mangoceuticals, Inc.		85,753			-
Net cash proceeds from disposition of EPIQ MD, Inc.		297,877			-
NET CASH PROVIDED IN INVESTING ACTIVITIES OF CONTINUING OPERATIONS		314,173			-
NET CASH PROVIDED BY USED IN INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS		-			10,000
NET CASH USED IN INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS		314,173			10,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - related parties		-			59,820
(Repayment) to borrowings - related parties		(2,000	)		(34,984	)
Proceeds from borrowings		119,189			1,919,000
(Repayment) to borrowings		-			(377,500	)
(Repayment) to note payable		(2,742	)		-
Proceeds from sales of stock		-			100,000
NET CASH PROVIDED BY FINANCING ACTIVITIES OF CONTINUING OPERATIONS		114,447			1,666,336
NET CASH USED IN FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS		(50	)		(12,000	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		114,397			1,654,336
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,044,783	)		87,216
CASH AND CASH EQUIVALENTS:
Beginning of period		1,209,807			25,144
End of period	$	165,024		$	112,360
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	106,677
Non-cash transactions:
Common shares issued for notes conversion	$	464,731		$	1,074,891
Common shares issued for loan settlement	$	-		$	111,466
Discounts on convertible notes	$	-		$	(1,956,000	)
Initial Debt Discount	$	400,779		$	-
Adoption of ASC 842	$	69,439		$	-
Settlement of derivative liabilities	$	175,325		$	1,040,208
Gain on disposition of Mangoceuticals, Inc.	$	102,092		$	-

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

American International Holdings Corp.

Notes to Condensed Consolidated Financial Statements

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2022~~2023

(Unaudited)

Note 1 -– ~~Basis~~Summary of ~~Presentation~~Significant Accounting Policies

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 omittedOrganization, ~~pursuant~~ toOwnership ~~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.Business

~~The~~On ~~accompanying~~April ~~unaudited~~28, ~~condensed~~2020, ~~financial~~American ~~statements~~International ~~should~~Holdings beCorp. ~~read~~(“AMIH” inor ~~conjunction~~the ~~with~~“Company”) ~~the~~incorporated ~~Annual~~a ~~Report~~wholly-owned onsubsidiary, ZipDoctor, ~~Form~~Inc. ~~10-K~~(“ZipDoctor”) ~~for~~in the ~~year ended~~State ~~December~~of ~~31, 2021~~Texas. ~~The~~ZipDoctor ~~interim~~provides ~~results~~its ~~for~~customers ~~the~~with ~~three~~unlimited, ~~and~~24/7 ~~nine~~access ~~months~~to ~~ended~~board certified ~~September~~physicians ~~30,~~and ~~2022~~licensed ~~are~~mental ~~not~~and ~~necessarily~~behavioral ~~indicative~~health ~~of the~~counselors ~~results~~and totherapists bevia ~~expected~~a ~~for~~newly ~~the~~developed, ~~year~~monthly ~~ending~~subscription based ~~December~~online ~~31,~~telemedicine ~~2022~~platform. orZipDoctor ~~for~~was ~~any~~launched ~~future~~in ~~interim~~August ~~periods~~2020.

~~Impact~~On ofFebruary ~~COVID-19~~15, ~~Pandemic~~2023, onwe ~~Consolidated~~entered ~~Financial~~into ~~Statements.~~a ~~The~~Share ~~outbreak~~Exchange ofAgreement (the ~~2019 novel coronavirus disease (~~“~~COVID-19~~Exchange Agreement”)~~, which~~ ~~was~~with ~~declared~~Cycle aEnergy ~~global pandemic by the World Health Organization on March 11~~Corp., ~~2020, and the related responses by public health and~~ ~~governmental~~a ~~authorities~~Texas tocorporation ~~contain~~(“Cycle ~~and~~Energy”), ~~combat its outbreak~~ and ~~spread~~Marble ~~has~~Trital ~~severely~~Inc., ~~impacted~~ the ~~U.S.~~sole ~~and~~shareholder ~~world~~of ~~economies,~~Cycle Energy (the ~~market~~“Shareholder”). ~~for~~The ~~health~~Shareholder ~~spa~~is ~~services,~~beneficially ~~nutrition~~owned ~~supplements~~ and ~~our~~controlled ~~other~~by ~~business~~Mr. ~~offerings~~Michael ~~during the end of the first quarter of 2020~~McLaren, ~~and continuing through~~ the ~~end~~Company’s ofnewly ~~2020~~appointed ~~and~~Chief ~~into~~Executive ~~2021~~Officer. Pursuant ~~Government mandated ‘stay-at-home’ and similar orders have~~ to ~~date, and may in~~ the ~~future,~~ ~~prevent~~Exchange ~~us from operating. In late 2020~~Agreement, wewhich ~~made~~closed ~~the~~on ~~decision~~February ~~to discontinue operations of our VISSIA Waterway~~15, ~~Inc.~~2023 (the “~~VISSIA Waterway~~Closing Date”), ~~and~~the ~~VISSIA~~Shareholder ~~McKinney~~ exchanged (~~“VISSA~~the ~~McKinney~~“Exchange”) ~~MedSpa~~100% ~~locations~~of ~~due~~the toownership ~~declines~~of inCycle ~~customers~~Energy ~~and~~in ~~issues~~consideration ~~staffing such~~for ~~facilities~~1,000,000 ~~each~~shares ~~as a result~~ of the ~~pandemic.~~Series ~~Additionally,~~A ~~our Legend Nutrition store saw a deep decline in sales due to social~~Preferred ~~distancing~~Stock ~~orders~~of ~~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,~~“New ~~closed~~Series ~~the~~A ~~store, and will not continue in this line of business moving forward~~Shares”). ~~We also decided to cease offering construction services around July 2021.~~

AsOn ofMarch 9, 2023, and effective on February 15, 2023, the date of ~~this~~the ~~Report~~Exchange Agreement, ~~our~~the ~~operations~~Company, ~~are~~Cycle ~~limited,~~Energy and ~~consist~~the ~~mainly~~Shareholder, entered ofinto ~~ZipDoctor,~~a ~~Inc.~~First Amendment to Share Exchange Agreement (the “First Amendment”), ~~Life~~which ~~Guru~~amended the Exchange Agreement to be effective February 15, ~~Inc.~~2023, ~~and~~instead ~~EPIQ~~of ~~Scripts~~December 31, ~~LLC (51% owned)~~2022.

~~Moving~~The ~~forward,~~merger ~~economic~~was ~~recessions~~accounted for as a reverse merger, ~~including~~whereby ~~those~~Cycle ~~brought~~Energy onwas byconsidered the ~~continued~~accounting ~~COVID-19~~acquirer ~~outbreak~~and ~~may~~became ~~have~~our awholly-owned subsidiary. ~~negative~~In ~~effect~~accordance onwith the ~~demand for~~accounting ~~our~~treatment ~~services~~for ~~and~~a ~~our~~“reverse ~~operating~~merger”, ~~results.~~the ~~Any~~Company’s ~~prolonged~~historical ~~disruption~~financial statements prior to ~~our~~the ~~operations~~reverse ormerger ~~work~~has ~~force~~been ~~availability~~replaced iswith ~~likely~~the tohistorical ~~have~~financial ~~a significant~~statements ~~adverse~~of ~~effect~~Cycle onEnergy ~~our~~prior ~~results~~to ofthe ~~operations,~~reverse merger. ~~cash~~The ~~flows~~consolidated ~~and~~financial ~~ability~~statements toafter ~~meet~~completion ~~continuing~~of ~~debt~~the ~~service~~reverse ~~requirements.~~merger ~~All~~include the assets, liabilities, and results of operations of the ~~above~~combined ~~may~~company befrom ~~exacerbated~~and inafter the ~~future~~closing asdate of the ~~COVID~~reverse merger, with only certain aspects of pre-19consummation stockholders’ ~~outbreak~~equity ~~and~~remaining in the ~~governmental~~consolidated ~~responses~~financial ~~thereto~~statements. ~~continues~~See Note 3 for details.

~~Effective on~~Cycle ~~May~~Energy ~~12,~~Corp. ~~2022,~~is ~~the Company affected~~ a 1Texas-~~for-60~~based ~~reverse~~company ~~stock~~and ~~split~~an ofinvestor, ~~its~~developer ~~issued~~ and ~~outstanding~~asset ~~common~~manager ~~stock~~with bydiversified ~~the~~assets ~~filing~~across ofthe aenergy ~~Certificate~~supply ofchain. ~~Amendment~~The ~~to the~~ Company’s ~~Articles~~portfolio ofincludes ~~Incorporation~~Cycle ~~with~~Energy ~~the~~that ~~Secretary~~currently ofowns ~~State~~and ofoperates ~~Nevada~~two ~~(filed~~vertically onintegrated ~~May~~businesses 6,– Cycle ~~2022~~Oil and ~~effective on~~Cycle ~~May 12, 2022) (the “Reverse Stock Split”)~~Services. ~~The~~Cycle ~~Reverse~~Energy ~~Stock Split has been retroactively reflected throughout this Report~~Corp. ~~Also~~ onoperates ~~May~~from ~~6, 2022,~~ a ~~Second~~property ~~Amended~~in ~~and~~Electra, ~~Restated~~Texas ~~designation~~which of the Company’s ~~Series~~owns. AThe ~~Preferred~~property ~~Stock~~is ~~was filed and became effective~~3.14 acres with ~~the Secretary of State of Nevada, whereby, among other things,~~ a 1,~~000~~500-~~for~~square-1foot ~~forward~~shop. ~~stock~~Cycle ~~split~~Energy ofCorp. ~~the~~targets ~~outstanding~~US ~~Series~~oil Aand ~~Preferred Stock~~gas ofexport, ~~the~~oil ~~Company~~and ~~was~~gas ~~effected,~~producers ~~which~~and ~~has~~suppliers ~~also~~and ~~been~~commercial clients ~~retroactively~~requiring ~~reflected~~Energy ~~throughout this Report~~Products.

Also on February 15, 2023, and as a required condition to the closing of the Exchange Agreement, the Company and Jacob D. Cohen, the then Chairman and Chief Executive Officer of the Company, entered into an Exchange Agreement (the “Cohen Exchange Agreement”). Pursuant to the Cohen Exchange Agreement, Mr. Cohen exchanged all 1,000,000 shares of the Series A Preferred Stock of the Company which he held (the “Cohen Series A Shares”), with the Company (which Cohen Series A Shares were then cancelled, prior to being reissued to the Seller as New Series A Shares, as discussed above), for (a) all of the issued and outstanding membership interests held by the Company in Epiq Scripts, LLC, a Texas limited liability company (“Epiq Scripts”)(representing 51% of Epiq Scripts)(the “Epiq Scripts Interests”); (b) all cash payments paid to the Company in the future as a Royalty Payment (as defined in the Royalty Agreement (defined below)) pursuant to that certain Royalty Agreement dated June 30, 2022, by and between Epiq MD, Inc. a Nevada corporation (“Epiq MD”) and the Company (the “Royalty Agreement” and the “Royalty Payments”); (c) all proceeds that the Company receives from any sale of the equity of ZipDoctor, Inc., a Texas corporation (the “ZipDoctor Consideration”); and (d) the rights to all debt owed to the Company from Epiq Scripts, in the amount of approximately $850,000 (the “Epiq Scripts Debt”).

Pursuant to the Cohen Exchange Agreement, the Company also agreed to pay all Royalty Payments to Mr. Cohen within five days of its receipt thereof and that any amount of the Royalty Payments not paid when due will accrue interest at the rate of the lesser of (a) 18% per annum; and (b) the highest rate allowable pursuant to law, until paid in full (as applicable, (a) or (b), the “Default Rate”).

The Cohen Exchange Agreement has an effective date of February 15, 2023, and the transactions contemplated by the Cohen Exchange Agreement closed on February 15, 2023. As a result of the closing of the transactions contemplated by the Exchange Agreement and the Cohen Exchange Agreement, and effective on the Closing Date, February 15, 2023, the Shareholder, through ownership of all 1,000,000 of the outstanding Series A Preferred Stock shares, holds voting control over 60% of the Company’s outstanding voting shares, resulting in a change of control of the Company. Prior to the closing of the Cohen Exchange Agreement, Jacob D. Cohen held 1,000,000 shares of Series A Preferred Stock, which provided him voting control over 60% of the Company’s outstanding voting shares. The shares of Series A Preferred Stock held by the Shareholder are beneficially owned by Michael McLaren, its controlling shareholder owner and officer. As a result, Mr. McLaren, as a result of his control of the Shareholder, obtained control over the Company upon the closing of the transactions contemplated by the Exchange Agreement, as he obtained voting control over 60% of the Company’s outstanding voting stock due to his ownership of the New Series A Shares.

Table of Contents

As of March 31, 2023, our operations are limited, and consist mainly of Cycle Energy Corp. and ZipDoctor. On March 17, 2023, the Company decided to discontinue the operations of Zipdoctors, Inc. and entered into a Stock Purchase Agreement with Cosmos Health Inc. (“Cosmos” and the “SPA”). Pursuant to the SPA, the Company agreed to sell Cosmos 100% of the outstanding shares of common stock of ZipDoctor, Inc., for $150,000. The transactions contemplated by the SPA closed on April 3, 2023. The SPA contained representations and warranties of the parties customary for a transaction of the size and type of the SPA and includes various indemnification obligations of the parties. Pursuant to the Cohen Exchange Agreement, effective on February 15, 2023, the proceeds from the sale of Zipdoctor Inc. will be paid to Jacob D, Cohen. Zipdoctor Inc. has limited activities the three months ended March 31, 2023.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Cycle Energy Corp., AMIH and its wholly-owned subsidiaries: ZipDoctor Inc. (February 15, 2023 forward, until sold April 3, 2023), Cycle energy Oil and Gas Inc. (February 23, 2023 forward) and Cycle Energy Services Inc. (February 23, 2023 forward). All material intercompany transactions and balances have been eliminated in consolidation.

Cash Equivalents

Highly liquid investments with original maturities of three months or less are considered cash equivalents. There are no cash equivalents at March 31, 2023 and December 31, 2022.

The Company maintains the majority of its cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. From time to time, cash in deposit accounts may exceed the FDIC limits, the excess would be at risk of loss for purposes of the consolidated statements of cash flows.

Net Income (Loss) Per Common Share

We compute net income (loss) per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share “EPS” on the face of the consolidated statement of operations. 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. There were dilutive securities for the three months ended March 31, 2023.

Property and Equipment, Depreciation, Amortization and Long-Lived Assets

Long-lived assets include:

Property and Equipment – Assets acquired in the normal course of business are recorded at original cost and may be adjusted for any additional significant improvements after purchase. We depreciate the cost evenly over the assets’ estimated useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

		Depreciable life				Residual value
Vehicles			5 years				0	%

~~Note 2~~Table -of ~~Organization, Ownership and Business~~Contents

~~Prior~~Upon toretirement ~~May~~or 31sale, ~~2018,~~ the ~~Company~~cost ~~was a 93.2% owned subsidiary~~ of ~~American International Industries, Inc. (“American” or “AMIN”) (OTCQB: AMIN). Effective May 31, 2018,~~ the ~~Company~~assets ~~issued~~disposed ~~168,333 shares~~ of ~~restricted~~and ~~common~~the ~~stock.~~related Asaccumulated ~~a result~~depreciation ofare ~~the~~removed ~~issuance~~from of the ~~common shares~~accounts, awith ~~change in control occurred. American International Industries, Inc. ownership decreased~~any ~~from~~resultant ~~93.2%~~gain toor ~~6.4%.~~loss ~~Effective~~being ~~April~~recognized ~~12,~~as ~~2019,~~a ~~the~~component ~~Company~~of ~~changed~~other ~~its~~income ~~business~~or ~~focus to the services of medical spas~~expense.

OnIdentifiable ~~April~~intangible ~~12,~~assets ~~2019,~~– ~~the~~These ~~Company~~assets ~~entered~~are ~~into~~recorded aat ~~Share~~acquisition Exchange Agreement (the “Agreement”) with Novopelle Diamond, LLC (“Novopelle”) and all three members of Novopelle, pursuant to which the Company issued 300,000 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 Novopellecost. ~~The~~Intangible ~~issuance~~assets ~~of these shares represents a change in control of the Company. Concurrent~~ with ~~the~~finite ~~issuance,~~lives ~~Jacob~~are ~~Cohen,~~amortized ~~Esteban~~evenly ~~Alexander and Alan Hernandez, representing the three former members of Novopelle,~~over ~~were~~their ~~elected~~estimated touseful ~~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~~lives. 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.

OnAt ~~April~~least 28annually, ~~2020,~~we ~~the~~review ~~Company~~all ~~incorporated a wholly~~long-~~owned~~lived ~~subsidiary,~~assets ~~ZipDoctor,~~for ~~Inc~~impairment. ~~(“ZipDoctor”)~~When ~~in the State of Texas. ZipDoctor provides its customers with unlimited~~necessary, ~~24/7~~we ~~access~~record tochanges ~~board~~for ~~certified~~impairments ~~physicians~~of ~~and~~long-lived ~~licensed mental and behavioral~~assets ~~health~~for ~~counselors~~the ~~and~~amount ~~therapists~~by ~~via~~which athe ~~newly~~present ~~developed,~~value ~~monthly~~of ~~subscription~~future ~~based~~cash ~~online~~flows, ~~telemedicine~~or ~~platform.~~some ~~ZipDoctor~~other ~~was~~fair ~~launched in~~value ~~August~~measure, ~~2020~~is ~~and~~less ~~has~~than ~~generated nominal revenues through~~ the ~~quarter~~carrying ~~ended~~value ~~September~~of these ~~30, 2022~~assets.

OnIf ~~May 15, 2020,~~ the ~~Company~~carrying ~~entered~~amount ~~into~~of a ~~Securities~~reporting ~~Purchase~~unit ~~Agreement~~exceeds ~~(the~~its ~~“SPA”)~~fair ~~with Global Career Networks Inc~~value, a ~~Delaware~~we ~~corporation~~measure (the ~~“GCN”),~~possible ~~the~~goodwill ~~sole~~impairment ~~owner~~based ofupon ~~Life~~an ~~Guru, Inc., a Delaware corporation (“Life Guru”).~~allocation ~~Pursuant~~of to the ~~SPA,~~estimate ~~the~~of ~~Company~~fair ~~acquired~~value ~~a 51% interest in Life Guru from GCN. As consideration for the purchase~~ of the ~~51%~~reporting ~~ownership interest~~unit into ~~Life~~all ~~Guru,~~of the ~~Company~~underlying ~~issued~~assets toand ~~GCN~~liabilities ~~500,000 shares~~ of ~~its~~the ~~then~~reporting ~~newly designated Series B Convertible Preferred Stock~~unit, ~~which~~including ~~had~~any anpreviously ~~agreed~~unrecognized ~~upon~~intangible ~~value~~assets ~~of $500,000~~ (~~$1.00~~Step ~~per~~Two ~~share~~Analysis),. ~~and~~The ~~agreed~~excess ~~to issue GCN up to an additional 1,500,000 shares~~ of ~~Series~~the Bfair ~~Convertible Preferred Stock (with an agreed upon~~ value of ~~$1,500,000)~~a ~~upon~~reporting ~~reaching~~unit ~~certain~~over ~~milestones,~~the ~~of which 500,000 shares of Series B Convertible~~amounts ~~Preferred~~assigned ~~Stock~~to ~~were~~its ~~issued~~assets and ~~which~~liabilities ~~other~~(“carrying ~~1,000,000~~amount”) ~~shares~~is ofthe ~~contingently~~implied ~~issuable~~fair ~~shares~~value ~~are~~of ~~no longer issuable~~goodwill.

OnGoodwill ~~October~~and ~~23,~~indefinite-lived ~~2020,~~brands ~~the~~are ~~Company~~not ~~incorporated~~amortized, abut ~~wholly-owned~~are ~~subsidiary,~~evaluated ~~EPIQ~~for ~~MD,~~impairment ~~Inc.~~annually ~~(“EPIQ~~or ~~MD”)~~when inindicators ~~the~~of ~~state~~a ofpotential ~~Nevada~~impairment are present. ~~EPIQ MD~~Our isimpairment atesting ~~direct-to-consumer,~~of ~~telemedicine~~goodwill ~~and~~is ~~healthcare~~performed ~~company~~separately ~~targeting~~from ~~Americans~~our ~~who~~impairment ~~are~~testing ~~uninsured~~of orindefinite-lived ~~underinsured~~intangibles. The ~~EPIQ~~annual MDevaluation ~~service offering~~for isimpairment ~~a convergence~~ of ~~primary~~goodwill ~~care~~and ~~telemedicine,~~indefinite-lived ~~preventative~~intangibles ~~care~~is ~~services~~based ~~and~~on ~~wellness~~valuation ~~programs~~models –that ~~under~~incorporate ~~the EPIQ MD brand~~assumptions and oninternal aprojections ~~single~~of ~~platform.~~expected ~~EPIQ~~future MDcash ~~markets~~flows and ~~sells~~operating ~~its~~plans. ~~services~~The ~~direct~~Company tobelieves ~~end-use~~such ~~consumers,~~assumptions asare ~~well~~also ~~as through business-to-business~~comparable ~~(B2B)~~to ~~efforts,~~those bythat ~~focusing~~would onbe ~~employers~~used inby ~~the~~other ~~targeted~~marketplace ~~industries~~participants. ~~We divested our interest in EPIC MD in July 2022, as discussed below.~~

OnAmortization ~~October~~of 7,intangible ~~2021,~~assets ~~the~~with ~~Company~~finite ~~incorporated~~lives aare ~~wholly-owned~~computed ~~subsidiary,~~using ~~Mangoceuticals, Inc. (“Mangoceuticals”) in~~ the ~~state of~~straight-line ~~Texas~~method ~~with~~over the ~~intent~~estimated ofuseful ~~focusing~~lives onas ~~developing, marketing and selling a variety of men’s wellness products and services via~~below a(see ~~telemedicine~~Footnote ~~platform. In June 2022~~7, asfor ~~discussed~~further ~~below, we divested our interest in Mangoceuticals.~~details):

OnSchedule ~~January 24, 2022, the Company formed EPIQ Scripts, LLC (“EPIQ Scripts”) in the state~~ of ~~Texas.~~Amortization ~~EPIQ Scripts has been established with the intent~~ of ~~operating~~Intangible as a close-door online mail order pharmacy with a specific target and vision to obtain licenses in all 50 states across the U.S. EPIQ Scripts also plans to seek to become accredited with the most respected and highly recognized authorities in the industry, such as Utilization Review Accreditation Commission (URAC), Legit Script, Accreditation Commission for Health Care (ACHC), and National Association of Boards of Pharmacy (NABP) Digital Pharmacy. EPIQ Scripts also intends to obtain in-network contracts with all major Pharmacy Benefit Managers (PBM) and insurance payors. The Company currently owns 51% of EPIQ Scripts. As of the date of this Report, EPIQ Scripts has obtained the licenses to operate in the following twenty-one (21) states: Alaska, Delaware, Hawaii, Idaho, Kansas, Maryland, Massachusetts, Missouri, Nebraska, New Jersey, New York, New Mexico, Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island, Texas, Virginia, Washington, and Wisconsin.Assets

			Estimated useful lives
Patents			7 years

Fair Value of Financial Instruments

The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB ASC 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

~~The unaudited~~Table ~~consolidated financial statements include the accounts~~ of the Company and its wholly-owned subsidiaries: VISSIA McKinney, LLC (f/k/a Novopelle Diamond, LLC), VISSIA Waterway, Inc. (f/k/a Novopelle Waterway, Inc.), Novopelle Tyler, Inc., Legend Nutrition, Inc., Capitol City Solutions USA, Inc., EPIQ MD, Inc. (which interest was disposed of during the three months ended September 30, 2022, as discussed below), ZipDoctor, Inc., Mangoceuticals, Inc. (through June 16, 2022) and its majority-owned subsidiary, Life Guru, Inc and EPIQ Scripts, LLC (51% owned by the Company). All significant intercompany transactions and balances have been eliminated in consolidation.Contents

OnLevel ~~June~~3: ~~16,~~Unobservable ~~2022,~~inputs ~~the~~in ~~Company~~which ~~entered~~little ~~into~~or ~~and~~no ~~closed~~market ~~the~~data ~~transactions contemplated by a Stock Purchase Agreement (the “SPA”)~~exists, ~~with~~ ~~Cohen~~therefore ~~Enterprises,~~requiring ~~Inc.~~an ~~(“Cohen Enterprises”), which~~ entity ~~is owned and controlled by Jacob D. Cohen, the Chief Executive Officer, President and member of the Board of Directors of the Company. Pursuant~~ to ~~the~~develop ~~SPA,~~its ~~which~~own ~~was approved by the Board of Directors (with Mr. Cohen abstaining) and the Audit Committee of the Board of Directors~~assumptions, ~~the~~such ~~Company sold 8,000,000 shares of the outstanding common~~as ~~stock~~valuations ofderived ~~Mangoceuticals,~~from ~~which~~valuation ~~represented~~techniques ~~80% of the then outstanding shares of common stock of Mangoceuticals, to Cohen Enterprises~~ in ~~consideration for $90,000,~~ which ~~was~~one ~~approximately~~more ~~the~~significant ~~same~~inputs ~~amount~~or ~~that~~significant ~~had~~value ~~been~~drivers ~~advanced~~are ~~to Mangoceuticals from the Company through the date of the SPA ($89,200)~~unobservable. Cohen Enterprises also acquired the right to be repaid the $90,000 advanced from the Company to Mangoceuticals, from Mangoceuticals, pursuant to the terms of the SPA. As a result of the closing of the SPA, Cohen Enterprises owns 90% of Mangoceuticals (with the remaining 10% of Mangoceuticals being owned by an unrelated third party), and the Company has completely divested its interest in Mangoceuticals.

OnOur ~~July~~financial 7,instruments ~~2022,~~include ~~the~~cash ~~Company entered into a June 30, 2022 Equity Interest Purchase Agreement (the “Purchase Agreement”), with Alejandro Rodriguez~~ and ~~Pan-American~~cash ~~Communications Services~~equivalents, ~~S.A.~~accounts ~~(collectively,~~payable ~~the “Buyers”)~~ and ~~our~~accrued ~~then wholly-owned subsidiary~~liabilities, ~~EPIQ~~accrued ~~MD.~~interest ~~Pursuant to the Purchase Agreement~~payable, ~~the Company sold 5,000,000 shares of common stock of EPIQ MD (the “Purchased~~accrued ~~Shares”),~~compensation ~~representing~~-related ~~100% of the then outstanding common stock of EPIQ MD~~parties, toconvertible ~~the~~note ~~Buyers for an aggregate of $300~~payable,~~000,~~ ~~consisting of~~notes ~~$150~~payable,~~000~~ ofnotes ~~cash~~payable ~~paid~~– atrelated ~~closing~~parties and ~~a $150,000 secured promissory note entered into on June 30, 2022 (the “Note”). The~~ ~~transactions~~derivative ~~contemplated by the Purchase Agreement closed on July 7, 2022 and effective as of June 30, 2022~~liabilities.

~~Note~~The Company’s convertible notes payable are measured at amortized cost. The derivative liabilities are stated at their fair value as a level 3 -measurement. ~~Recently~~The ~~Issued~~Company ~~Accounting~~used ~~Pronouncements~~the Monte Carlo model to determine the fair values of these derivative liabilities.

~~From~~Oil ~~time~~and toGas time, new accounting pronouncements are issued by the Financial Accounting Standards 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.Properties

InThe ~~December~~Company ~~2019,~~uses the ~~FASB~~full ~~issued~~cost ~~Accounting~~method ~~Standards~~of ~~Update~~accounting ~~(ASU)~~for ~~No.~~its ~~2019-12,~~investment ~~“Simplifying~~in ~~the~~oil ~~Accounting~~and ~~for~~natural ~~Income~~gas ~~Taxes (Topic 740)”~~properties. ~~This~~Under ~~standard~~this ~~simplifies~~method ~~the~~of accounting, all ~~for~~costs ~~income~~associated ~~taxes.~~with ~~This~~acquisition, ~~standard~~exploration isand ~~effective~~development ~~for~~of ~~fiscal~~oil ~~years~~and ~~beginning after~~gas ~~December 15~~reserves, ~~2020,~~ including ~~interim~~directly ~~periods~~related ~~within~~overhead ~~those~~costs, are ~~fiscal years~~capitalized. ~~Early~~General ~~adoption~~and isadministrative ~~permitted~~costs ~~for~~related ~~all~~to ~~entities.~~production ~~The Company adopted ASU 2019-12 effective on January 1, 2021,~~ and itgeneral ~~did~~overhead ~~not~~are ~~have~~expensed anas ~~effect on the Company’s consolidated financial statements~~incurred.

InAll ~~August~~capitalized ~~2020,~~costs ~~the~~of ~~FASB~~oil ~~issued~~and ~~ASU~~gas ~~2020-06~~properties, ~~“Debt~~including –the ~~Debt~~estimated ~~with~~future ~~Conversion~~costs ~~and~~to ~~Other~~develop ~~Options~~proved ~~(Subtopic~~reserves, ~~470-20)~~are ~~and~~amortized ~~Derivatives and~~on ~~Hedging~~the –unit of ~~Contracts~~production inmethod ~~Entity’s~~using ~~Own~~estimates ~~Equity~~of ~~(Subtopic~~proved ~~815~~reserves. –Disposition ~~40)”~~of ~~(“ASU~~oil ~~2020-06”). ASU~~and ~~2020-06~~gas ~~simplifies~~properties ~~the~~are ~~accounting~~accounted for ~~certain~~as ~~financial~~a ~~instruments~~reduction of capitalized costs, with ~~characteristics~~no ofgain ~~liabilities~~or ~~and~~loss ~~equity,~~recognized ~~including~~unless ~~convertible instruments~~such ~~and~~adjustment ~~contracts~~would onsignificantly analter ~~entity’s~~the ~~own~~relationship ~~equity.~~between ~~The~~capitalized ~~ASU~~costs isand proved ~~part~~reserves of ~~the~~oil ~~FASB’s~~and ~~simplification initiative~~gas, in which ~~aims to~~case ~~reduce~~the ~~unnecessary~~gain ~~complexity~~or loss is recognized in Uoperations.S. ~~GAAP.~~Unproved ~~The~~properties ~~ASU’s~~and ~~amendments~~major development projects are ~~effective~~not ~~for~~amortized ~~fiscal~~until ~~years~~proved ~~beginning~~reserves ~~after~~associated ~~December~~with ~~15, 2021~~the projects can be determined or until impairment occurs. ~~The~~If ~~Company~~the ~~adopted~~results of ~~ASU~~an ~~2020-06~~assessment ~~effective~~indicate onthat ~~January~~the 1,properties ~~2022~~are impaired, ~~and~~the itamount ~~did not~~of ~~have~~the animpairment ~~effect~~is onincluded ~~the~~in ~~Company’s~~loss ~~consolidated~~from ~~financial~~operations ~~statements~~before income taxes.

Limitation on Capitalized Costs

Under the full-cost method of accounting, we are required, at the end of each reporting date, to perform a test to determine the limit on the book value of our oil and natural gas properties (the “Ceiling” test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, this excess or impairment is charged to expense. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of:

(a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to SAB 103, less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, plus

(b) the cost of properties not being amortized; plus

(d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties.

~~Note 4~~Table –of ~~Other Receivable~~Contents

OnOil ~~July 7, 2022, the Company, entered into a June 30, 2022 Equity Interest Purchase Agreement (the “Purchase Agreement”), with Alejandro Rodriguez~~ and ~~Pan-American~~Gas Communications Services, S.A. (collectively, the “Buyers”) and our then wholly-owned subsidiary, EPIQ MD. Pursuant to the Purchase Agreement, the Company sold 5,000,000 shares of common stock of EPIQ MD (the “Purchased Shares”), representing 100% of the then outstanding common stock of EPIQ MD, to the Buyers for an aggregate of $300,000, consisting of $150,000 of cash paid at closing and a $150,000 secured promissory note entered into on June 30, 2022 (the “Note”). The transactions contemplated by the Purchase Agreement closed on July 7, 2022, effective as of June 30, 2022. The $150,000 secured promissory notes matured on September 30, 2022 and was paid in full.Reserves

AsReserve engineering is a subjective process that is dependent upon the quality of ~~September~~available ~~30,~~data ~~2022,~~and the ~~outstanding~~interpretation ~~other~~thereof, ~~receivable~~including ~~was~~evaluations and $0extrapolations of well flow rates and reservoir pressure. ~~Cash~~Estimates ~~payments~~by different engineers often vary sometimes significantly. In addition, physical factors such as the results of ~~$300~~drilling,~~000~~ ~~were~~testing ~~received~~and ~~during~~production subsequent to the ~~period~~date ~~ended~~of ~~September~~an estimate, as well as 30economic factors such as changes in product prices, ~~2022~~may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices.

~~Note 5 – Property and Equipment~~Goodwill

~~Property~~Goodwill ~~and~~is ~~equipment~~initially ~~from~~measured ~~continuing~~at ~~operations~~cost, ~~were~~being asthe ~~follows~~excess onof ~~September~~the ~~30,~~aggregate ~~2022~~of the consideration transferred, the amount recognized for non-controlling interests and ~~December~~any 31fair value of the Company’s previously held equity interests in the acquiree over the identifiable net assets acquired and liabilities assumed. If the sum of this consideration and other items is lower than the fair value of the net assets acquired, the ~~2021:~~difference is, after reassessment, recognized in profit or loss as a gain on bargain purchase.

~~Schedule~~The Company adopted Accounting Standards Update (“ASU”) 2017-04, Intangible – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. After adopting this guidance, the Company performs the quantitative impairment test by comparing the fair value of ~~Property~~each reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized as impairment. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities and ~~Equipment~~ goodwill to reporting units, and determination of the fair value of each reporting unit.

	September 30, 2022			December 31, 2021
Leasehold improvement
Equipment		75,970			-
Furniture & fixtures		26,388			-
Gross property and equipment		102,358			-
Less accumulated depreciation and amortization		(7,580	)		-
Net property and equipment	$	94,778		$	-

Depreciation, depletion, and Amortization and Accretion

~~Property~~The estimates of proved reserves materially impact depreciation, depletion, amortization and ~~equipment~~accretion ~~from~~(“DD&A”) ~~discontinued~~expense. If ~~operations~~the ~~were~~estimates asof ~~follows~~proved onreserves ~~September~~decline, 30the rate at which we record DD&A expense will increase, ~~2022~~reducing future net income. Such a decline may result from lower market prices, which may make it uneconomic to drill for and ~~December~~produce ~~31,~~from ~~2021:~~higher-cost fields.

~~Schedule of Property and Equipment~~ Proved Reserves

	September 30, 2022			December 31, 2021
Leasehold improvement		4,262			4,262
Furniture & fixtures		18,830			18,830
Equipment		-			-
Gross property and equipment		23,091			23,092
Less accumulated depreciation and amortization		(11,164	)		(8,823	)
Less disposals		(11,927	)		-
Net property and equipment	$	-		$	-

Estimates of our proved reserves included in this report are prepared in accordance with U.S. SEC guidelines for reporting corporate reserves and future net revenue. The accuracy of a reserve estimate is a function of:

~~Depreciation and amortization expense from continuing operations for the nine months ended September 30, 2022, and 2021 was $7,580 and $3,412, respectively~~i. ~~Depreciation~~ ~~and amortization expense from discontinued operations for~~ the ~~nine~~quality ~~months ended September 30, 2022,~~ and ~~2021~~quantity ~~was $11,164 and $12,122, respectively. There were also disposals~~ of ~~$11,927.~~available data;

ii.	the interpretation of that data;

iii.	the accuracy of various mandated economic assumptions; and

iv.	the judgment of the persons preparing the estimate.

Our proved reserve information included in this report was predominately based on estimates. Because these estimates depend on many assumptions, all of which may substantially differ from future actual results, reserve estimates will be different from the quantities of oil and gas that are ultimately recovered. In addition, results of drilling, testing and production after the date of an estimate may justify material revisions to the estimate.

Asset Retirement Obligation

Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount we will incur to plug, abandon and remediate our producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws. We have not yet determined our ARO, but once we receive our proven reserves third party report, we will calculate the present value of estimated cash flows related to the obligation. The retirement obligation is recorded as a liability at its estimated present value as of the obligation’s inception, with an offsetting increase to proved properties. Periodic accretion of discount of the estimated liability is recorded as accretion expense in the accompanying consolidated statements of operations and comprehensive income.

ARO liability is determined using significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive lives of wells and a risk-adjusted interest rate. Changes in any of these assumptions can result in significant revisions to the estimated ARO.

Convertible Notes Payable

The Company accounts for convertible notes payable in accordance with the FASB ASC 815, Derivatives and Hedging, since the conversion feature is not indexed to the Company’s stock and it cannot be classified in equity. The Company allocates the proceeds received from convertible notes payable between the liability component and conversion feature component. The conversion feature that is considered embedded derivative liabilities has been recorded at fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company has also recorded the resulting discount on debt related to the conversion feature and is amortizing the discount using the straight line method over the life of the debt instruments.

Derivative Liabilities

The Company accounts for derivative liabilities in accordance with the FASB ASC 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires companies to recognize all derivative liabilities in the balance sheet at fair value, and marks it to market at each reporting date with the resulting gains or losses shown in the statement of operations of such period.

Management’s Estimates and Assumptions

The preparation of condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States (“US GAAP”) 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 condensed consolidated financial statements, and the reported amounts of revenues and expenses. Actual results could differ from these estimates.

Concentration and Risks

The Company’s operations are subject to risks including financial, operational, regulatory and other risks including the potential risk of business failure.

For the three months ended March 31, 2023 and year ended December 31, 2022, the Company had revenue from continuing operations which was derived from a single customer or a few major customers, with one customer making up 100% of the total revenue.

Revenue Recognition

Zip Doctor, Inc: Zip Doctor generates its revenue from monthly membership subscriptions. Revenue is recognized at the time of delivery and includes a delivery fee for each delivery or a subscription fee on a monthly basis for memberships. Under Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) Revenue from Contracts with Customers, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account under Topic 606. The Company’s contracts with its customers do not include multiple performance obligations. Zip Doctor recognizes revenue when a performance obligation is satisfied by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration Zip Doctor expects to be entitled to in exchange for such products or services. Activity for ZipDoctor are reflected from February 15, 2023, until discontinued on April 3, 2023.

~~Note 6~~Table –of ~~Other assets~~Contents

OnCycle ~~May~~Oil ~~15,~~and ~~2020,~~Gas: ~~the~~Sales ~~Company~~of ~~executed~~crude aoil, ~~securities~~natural ~~purchase agreement with Global Career Networks Inc~~gas, aand ~~Delaware~~natural ~~corporation~~gas ~~(the~~liquids ~~“Seller”~~(NGLs)~~, the~~ ~~sole~~are ~~owner~~included ofin ~~Life~~revenue ~~Guru,~~when ~~pursuant~~production tois ~~which~~sold ~~the~~to ~~Company purchased from the Seller,~~ a customer ~~51% interest~~ in ~~the~~fulfillment ~~capital stock~~ of ~~Life~~performance ~~Guru, representing~~obligations anunder ~~aggregate~~the ofterms ~~2,040 shares~~ of ~~Life~~agreed ~~Guru’s common stock~~contracts. ~~Life~~Performance ~~Guru~~obligations ~~owns~~primarily ~~and~~comprise ~~operates~~delivery of ~~the~~oil, ~~LifeGuru.me~~gas, ~~website~~or ~~which is~~NGLs ~~currently~~at ~~dormant~~a ~~and~~delivery ~~non-operational~~point, ~~due~~as tonegotiated ~~the~~within ~~lack~~each ofcontract. ~~funding~~Each ~~required~~barrel toof ~~further~~oil, ~~develop~~million ~~the~~BTU ~~business.~~(MMBtu) Inof ~~consideration~~natural ~~for the purchase~~gas, or ~~the~~other ~~Company~~unit ~~agreed~~of tomeasure ~~issue~~is ~~the~~separately ~~Seller~~identifiable ~~500,000~~and ~~shares~~represents ofa ~~the~~distinct ~~Company’s~~performance ~~Series~~obligation Bto ~~Preferred~~which ~~Stock~~the attransaction ~~closing,~~price ~~which occurred~~is onallocated. ~~May~~Performance ~~15,~~obligations ~~2020.~~are Upsatisfied toat ana ~~additional~~point ~~1,500,000~~in ~~Series~~time Bonce ~~Preferred~~control ~~Stock~~of ~~shares~~the ~~were~~product tohas bebeen ~~issuable~~transferred to the ~~Seller upon Life Guru meeting~~customer. ~~certain~~The ~~milestones,~~Company ~~provided~~considers ~~that~~a ~~such~~variety ~~milestones~~of ~~are~~facts ~~met~~and ~~prior~~circumstances toin assessing the ~~earlier~~point of ~~(i)~~control ~~one~~transfer, ~~(1)~~including ~~year~~but ~~after~~not ~~closing;~~limited ~~and (ii) thirty (30)~~to: ~~days~~whether ~~after~~ the ~~Company~~purchaser ~~has~~can ~~provided~~direct the ~~Seller~~use ~~written notice~~ of athe ~~breach~~hydrocarbons, by the ~~Seller~~transfer of ~~any~~significant ~~provision~~risks ofand ~~the SPA~~rewards, ~~which~~the ~~breach~~Company’s ~~has~~right ~~not~~to ~~been~~payment, ~~reasonably~~and ~~cured~~transfer ~~within~~of ~~such~~legal ~~thirty~~title. ~~(30)~~In ~~day~~each ~~period~~case, ~~(such~~the ~~earlier~~time ~~date~~between ofdelivery ~~(i)~~ and ~~(ii),~~when ~~the~~payments ~~“Milestone~~are ~~Termination Date”):~~due is not significant.

~~(a)~~The following table of the Company’s revenue ~~500,000~~by ~~Series~~source Bfor ~~Preferred~~the ~~Stock~~three ~~shares~~months ~~upon~~ended ~~completion~~March of31, 2023 and the ~~fully~~year- ~~operational~~ended ~~LifeGuru.me~~December ~~website;~~31, 2022:

~~(b) 500,000~~Schedule ~~Series~~of BRevenue ~~Preferred~~by ~~Stock shares upon such time as 300 coaches have signed up at LifeGuru.me; and~~Source

	March 31, 2023		December 31, 2022

Revenue from Oil and Gas	$	50,414	$	-

~~The~~Income 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.Taxes

The Company ~~did~~is ~~not~~a ~~recognize~~taxable ~~any~~entity and recognizes deferred tax assets and liabilities ~~related~~for the future tax consequences attributable to differences between the ~~milestone~~consolidated ~~shares~~financial ~~due~~statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the ~~uncertainty~~temporary ~~surrounding~~differences ~~such~~reverse. ~~milestones~~The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized.

~~During~~Related 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.Parties

~~Since~~The ~~more~~Company ~~than~~follows ~~one~~subtopic ~~year~~850-10 ~~has~~of ~~elapsed~~FASB ~~since~~ASC ~~closing~~850, ~~the~~Related ~~right~~Party ofDisclosures ~~the~~for ~~Seller to earn~~ the ~~milestone~~identification ~~shares~~of ~~set~~related ~~forth~~parties ~~in (a)~~ and ~~(c)~~disclosure of ~~above~~related ~~has expired~~party transactions.

~~Since~~Pursuant ~~the~~to ~~asset~~Section is850-10-20 ~~not~~the ~~substantiating~~related parties include a. ~~future~~affiliates ~~cash~~of ~~flow~~the Company; b. Entities for which investments in their equity securities would be required, absent the ~~Company~~election ~~determined~~of anthe ~~impairment~~fair ~~adjustment~~value ~~was~~option ~~necessary~~under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the ~~periods~~equity ~~presented~~method by the investing entity; c. ~~Investment~~ intrusts ~~Life~~for ~~Guru~~the benefit of ~~$605~~employees,~~488~~ ~~was~~such ~~impaired~~as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in ~~full~~one ~~during~~of the ~~fourth~~transacting ~~quarter~~parties and can significantly influence the other to an extent that one or more of ~~2020~~the transacting parties might be prevented from fully pursuing its own separate interests.

The ~~51%~~condensed ~~owned~~consolidated ~~subsidiary~~financial isstatements ashall ~~consolidated~~include ~~entity~~disclosures ~~which~~of ~~requires~~material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ~~presentation~~ordinary course of ~~noncontrolling~~business. ~~interest~~However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of ~~operations~~the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the ~~nine~~periods ~~months~~for ~~ended~~which ~~September~~income 30statements are presented, ~~2022~~and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. Asthe ~~there~~dollar ~~was~~amounts ~~minimal~~of ~~activity~~transactions for each of the ~~entity~~periods asfor ofwhich ~~September~~income ~~30,~~statements ~~2022,~~are presented and the effects ~~minimal~~of ~~assets~~any ~~and~~change ~~liabilities~~in the method of establishing the terms from that used in the preceding period; and, nod. ~~noncontrolling~~amounts ~~interest~~due ~~was~~from or to related parties as of the date of each balance sheet presented atand, if not otherwise apparent, the ~~period~~terms ~~ended~~and ~~September~~manner 30of settlement. Material related party transactions have been identified in Note 8, ~~2022~~10 and 12 in the condensed consolidated financial statements.

~~Note~~Recently 7Issued –Accounting ~~Capital lease~~Pronouncements

OnFrom ~~June~~time ~~17,~~to ~~2020~~time, ~~the~~new ~~Company~~accounting ~~entered~~pronouncements ~~into~~are anissued ~~agreement~~by ~~with~~the aFASB ~~vendor~~or toother ~~purchase~~standard ~~equipment~~setting ~~used~~bodies inthat ~~its~~are ~~spa~~adopted ~~operations.~~by ~~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~~as of ~~this~~the ~~capital~~specified ~~lease~~effective ~~was $34,987 as of December 31, 2020~~date. ~~Due~~Unless tootherwise ~~the discontinued operation~~discussed, the Company ~~returned~~believes ~~equipment~~that in the ~~first quarter~~effect of ~~2021.~~recently ~~The~~issued ~~Company~~standards ~~impaired~~that ~~$1,455~~are not toyet ~~bring~~effective ~~the~~will ~~asset~~not ~~down~~have toa ~~the~~material ~~value~~effect ofon ~~the~~its ~~liability.~~consolidated Asfinancial ofposition ~~December~~or ~~31,~~results ~~2021,~~of ~~the~~operations ~~Company was~~upon ~~released from the capital lease with an outstanding balance of $0~~adoption.

On July 14, 2020, the Company entered into an agreement with a vendor to purchase equipment used in its spa operations. Pursuant to the agreement, the Company agreed to pay a total amount of $44,722 in 24 installments, or $1,819 per month plus tax. The outstanding balance of this capital lease was $31,457 as of December 31, 2020. Due to the discontinued operation, the Company returned equipment in the first quarter of 2021. The Company impaired $5,991 to bring the asset down to the value of the liability. As of December 31, 2021, the Company was released from the capital lease with an outstanding balance of $0.

~~Note 8~~Table ~~– Operating Right-~~of~~-Use~~ ~~Lease Liability~~Contents

OnIn ~~January~~August 12020, ~~2019,~~ the ~~Company~~FASB ~~adopted~~issued ASU ~~No. 2016~~2020-206, ~~Leases~~Debt – Debt with Conversion and Other Options (~~Topic~~Subtopic ~~842~~470-20), asand ~~amended,~~Derivatives ~~which~~and Hedging ~~supersedes~~– ~~the~~Contracts ~~lease~~in ~~accounting~~Entity’s ~~guidance~~Own ~~under Topic~~Equity ~~840,~~(Subtopic ~~and~~815 ~~generally~~– ~~requires~~40) ~~lessees~~(“ASU to2020-06”). ~~recognize~~ASU ~~operating~~2020-06 ~~and~~simplifies the ~~financing~~accounting ~~lease~~for certain financial instruments with characteristics of liabilities and ~~corresponding~~equity, ~~right-of-use~~including ~~(ROU)~~convertible instruments and ~~assets~~contracts on an entity’s own equity. The ASU is part of the ~~balance~~FASB’s ~~sheet~~simplification ~~and~~initiative, which aims to ~~provide~~reduce ~~enhanced~~unnecessary complexity ~~disclosure~~in ~~surrounding~~U.S. ~~the~~GAAP. ~~amount~~The ASU’s amendments are effective for fiscal years beginning after December 15, ~~timing~~2023, and ~~uncertainty~~interim periods within those fiscal years. The Company is currently evaluating the impact of ~~cash~~ASU ~~flows~~2020-06 ~~arising~~on ~~from leasing~~its ~~arrangements~~consolidated financial statements.

AsNote of2 ~~September~~– ~~30, 2021, the Company had one leasing agreement subject to Accounting Standards Codification (ASC) 842.~~Deposit

~~Location~~Deposits 1as –of ~~EPIQ~~March ~~Scripts~~31, ~~LLC~~2023 and December 31, 2022 were $53,130 and $0, respectively. $50,000 is related to a letter of credit issued in connection with the filling of a P-5 Organization Report with the Commission as required by Texas Natural Resources Code in order to perform operations within the jurisdiction of the Railroad Commission of Texas.

OnNote ~~February~~3 ~~15,~~– ~~2022,~~Reverse the Company recognized an operating right-of-use asset in the amount of $69,439 and an operating lease liability in the amount of $69,439 in connection with Location 1. The lease term is seventeen (17) months and expires in July 2023.Merger

~~The following~~Acquisition ~~is a schedule, by year,~~ of ~~maturities~~American ofInternational ~~lease~~Holdings ~~liabilities as of September 30, 2022:~~Corp.

~~Schedule~~On Feb 15, 2023, Cycle Energy Corp. entered into a ofShare ~~Maturities~~Exchange ofAgreement ~~Lease~~with ~~Liabilities~~ American International Holdings Corp., a Texas Corporation. American International Holdings Corp. is a holding company with Zipdoctor Inc.

2023		28,747
2022		12,320
2023		28,747
Total undiscounted cash flow		41,067
Less imputed interest (8%)		(3,517	)
Present value of lease liabilities	$	37,550

Pursuant to the terms of the Agreement, the Company acquired 1,000,000 Series A Preferred Stock of American International Holdings Corp. in exchange for 100% of the issued and outstanding securities of the Company. The company had 195,000,000 shares of common stock outstanding with a closing price of $0.009/share. The total fair asset value of Series A preferred stock was $2,632,500=(195,000,000/0.4)*0.6*0.009. Considering that the net liabilities of American International Holdings Corp. was $4,556,973 as of February 15, 2023, goodwill of $7,189,473 was recorded related to the reverse merger. We will evaluate the goodwill for impairment on an ongoing basis and make adjustments as necessary.

The ~~operating~~following ~~lease~~table ~~right-of-use~~summarizes ~~asset~~the ~~net~~consideration ~~balance~~given atfor ~~September~~the ~~30,~~Company ~~2022~~and the ~~related~~fair tovalues ~~this~~of ~~location~~the ~~was~~assets ~~$33,682~~of liabilities assumed at the acquisition date.

At September 30, 2022, accrued compensation was $100,000, representing $50,000 owed to Jacob Cohen, the Company’s CEO and $25,000 owed to each of Alan Hernandez and Esteban Alexander, the Company’s former officers and directors.

Consideration given:

Preferred stock shares given	$	2,632,500
Total consideration given	$	2,632,500

Fair value of identifiable assets acquired, and liabilities assumed:
Cash	$	159
Accounts payable		(59,088	)
Interest payable		(195,693	)
Accrued compensation		(200,000	)
Notes payable		(2,174,994	)
Derivative liabilities		(1,927,357	)
Deferred revenue		-
Total identifiable net liabilities		(4,556,973	)
Goodwill		7,189,473
Total consideration	$	2,632,500

~~Note~~Accounting 10Treatment –of ~~Notes~~the ~~Payable~~Merger

~~Notes~~For ~~payable~~financial ~~represent~~reporting purposes, the ~~following~~Share atExchange ~~September~~represented ~~30,~~a ~~2022:~~“reverse merger” and Cycle Energy Corp was deemed to be the accounting acquirer in the transaction. The Share Exchange has been accounted for as a reverse merger.

~~Schedule~~Cycle Energy Corp. is deemed to be the acquirer for financial reporting purposes, and American International Holdings, Inc. is treated as the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Share Exchange are those of ~~Notes~~Cycle Energy Corp and are recorded at the historical cost basis of Cycle Energy Corp, and the ~~Payable~~ financial statements after completion of the Share Exchange will include the assets and liabilities of American International Holdings and Cycle Energy Corp, and the historical operations of American International Holdings and Cycle Energy Corp from the acquisition date forward.

		40,000
Note payable to an individual dated July 8, 2019 for $40,000, with interest at 8% per annum and due on July 8, 2020. The Note is currently past due.	$	40,000
Note payable dated July 7, 2020 for $50,000, with interest at 5% per annum and due on July 7, 2021. The Note is unsecured. The Note is currently past due.	$	50,000
Note payable of $53,000 dated August 5, 2020 for cash of $53,000, with interest at 8% per annum and due on November 5, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $70,736 was paid during the six months ended June 30, 2021.		53,000
Less: Repayment		(53,000	)
		-
Note payable of $105,000 dated August 11, 2020 for cash of $100,000, net of original issue discount of $5,000, with one-time interest charge of 8% payable and due on May 11, 2021. The outstanding balance of the Note will be increased by 135% if in default. The Note is a convertible promissory note. The conversion price equals the lower of $30 per share (as adjusted for the reverse stock split) or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. The note and accrued interest totaling $111,466 was settled by the issuance of 11,813 post-reverse split common shares of the Company and $50,000 in cash. The note and accrued interest were converted at $9.68 per share (as adjusted for the reverse stock split) and settled with additional shares valued at $27 (as adjusted for the reverse stock split) per share. Accordingly, the Company recorded a loss on loan settlement of $58,059 during the six months ended June 30, 2021.	$	105,000
Less: Repayment		(105,000	)
		-

Goodwill is not deductible for income tax purposes.

Note 4 – Other Receivables

On February 23, 2023, the Company (the “purchaser”) entered into an asset purchase agreement with Marble Trital Inc (the “seller”), a related party. Pursuant to the agreement, the purchaser acquired One Million Five Hundred Thousand $1,061,348 receivable from sale of Cycle Oil and Gas Canada by assuming notes payables from a related party, please see note 10 and 17 for further discussion. Short term investment from continuing operations as of March 31, 2023 and December 31, 2022 were $1,061,348 and $0, respectively.

Note 5 – Oil and Gas Properties

On February 23, 2023, the Company (the “purchaser”) entered into an asset purchase agreement with Marble Trital Inc. to acquire proved developed producing oil and gas properties with a net balance of $471,120 and 100% ownership of Cycle Oil and Gas Inc. (Texas). Please see Note 17 and 18 for further discussion.

On May 1, 2022, Cycle Oil and Gas, Inc. (Texas) purchased the oil and gas properties from Triple S Gas Inc. for $320,000 which consists of 1) total cash consideration Three Hundred and Twenty Thousand ($320,000) Dollars. 2) A ($10,000) non-refundable deposit due on signing. And the Company also needs to pay a 2.5% gross overriding royalty interest capped at Two Hundred and Fifty Thousand Dollars ($250,000) based on the specific quantities sold in oil and gas. As of March 31, 2023, no royalty payments had been paid. If there is no production, there is no royalty due.

On June 1,2022, Cycle Oil and Gas purchased the oil and gas properties from Ray Loveless Enterprises LLC. for $250,000 total cash consideration Two Hundred and Fifty Thousand ($250,000) Dollars. And the Company also needs to pay a 2.5% gross overriding royalty interest capped at Three Hundred and Twenty-Five Thousand Dollars ($325,000) based on the specific quantities sold in oil and gas. As of March 31, 2023, no royalty payments had been paid. If there is no production, there is no royalty due.

Oil and Gas Properties were as follows as of March 31, 2023 and December 31, 2022:

	March 31,			December 31,
	2023			2022
	(Unaudited)			(Unaudited)
Proved developed producing oil and gas properties	$	1,041,120		$	-
Total		1,041,120			-
Less: Accumulated Depreciation		(209,236	)		-
Proved developed producing oil and gas properties - net	$	831,884		$	-

Depreciation expense for the three months ended March 31, 2023, and 2022 was $68,765 and $0, respectively. Accumulated depreciation as of March 31, 2023 and December 31, 2022 were $68,765 and $0, respectively.

Note 6 – Fixed Assets

Equipment and vehicles were as follows as of March 31, 2023 and December 31, 2022:

Schedule of Property and Equipment

	March 31,			December 31,
	2023			2022
	(Unaudited)			(unaudited)
Vehicle	$	15,000		$	-
Total		15,000			-
Less: Accumulated Depreciation		(2,000	)		-
Proved developed producing oil and gas properties - net	$	13,000		$	-

Depreciation expense for the three months ended March 31, 2023, and 2022 was $2,000 and $0, respectively. Accumulated depreciation as of March 31, 2023 and December 31, 2022 were $2,000, and $0, respectively

Note 7 – Patent

Intangible assets, including only patents related to the oil and gas industry and equipment, were acquired through an asset purchase agreement effective on February 23, 2023, please see note 17 for further discussion. These intangible assets are amortized over seven years. The balance of patents were as follows at March 31, 2023 and December 31, 2022:

Schedule of Intangible Asset

	March 31, 2023			December 31, 2022
Patents	$	1,127,391		$	-
Less: accumulated amortization		(15,885	)		-
Net property and equipment		1,111,506			-

Amortization expense for the three months ended March 31, 2023 and 2022 was $15,885 and $0, respectively.

Schedule of expected amortization of patent in the next seven years.


	Expected Amortization
2023	$	120,792
2024		161,056
2025		161,056
2026		161,056
2027 and thereafter		507,547
Total		1,111,506

Note 8 – Accrued Compensation - Related Parties

At March 31, 2023 and December 31, 2022 accrued compensation was $200,000 and $110,000, respectively, representing cash compensation due to the Company’s former executive officers and directors, for services rendered.

Note payable of $53,000 dated September 14, 2020 for cash of $53,000, with interest at 8% per annum and due on December 14, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $70,736 was paid during the six months ended June 30, 2021.	$	53,000
Less: Repayment		(53,000	)
		-
Note payable to an unrelated party dated September 11, 2020 for $4,000, with no interest and due on demand.	$	4,000
Note payable to an unrelated party dated September 16, 2020 for $5,000, with no interest and due on demand.	$	5,000
Note payable of $56,750 dated October 12, 2020, for cash of $52,750, with interest at 8% per annum and due on October 12, 2021. The annual interest rate will increase to 24% if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $3.00 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $56,750 was converted into 12,682 post-reverse split common shares of the Company within the terms of the note during the six months ended June 30, 2021.	$	56,750
Less: Repayment		(56,750	)
		-

Table of Contents

Note payable of $138,00 dated November 13, 2020 for cash of $138,000, with interest at 8% per annum and due on November 13, 2021. The annual interest rate will increase to 18% if it is in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $183,483 was paid during the six months ended June 30, 2021.	$	138,000
Less: Repayment		(138,000	)
		-

Note 9– Convertible Notes Payable

Note payable of $83,500 dated December 2, 2020 for cash of $83,500, with interest at 8% per annum and due on March 2, 2022. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $104,527 was paid during the six months ended June 30, 2021.	$	83,500
Less: Repayment		(83,500	)
		-

Convertible notes payable represents the following at March 31, 2023 and December 31, 2022:

Note payable of $425,000 dated January 6, 2021 for cash of $400,000, with interest at 6% per annum and due on January 7, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $3.00 or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. The note and accrued interest totaling $437,359 was converted into 42,500 post-reverse stock split common shares of the Company within the terms of the note during the six months ended June 30, 2021.	$	425,000
Less: Conversion		(425,000	)
		-

Schedule of Convertible Notes Payable

	March 31, 2023			December 31, 2022
Note payable to an individual dated July 8, 2019 for $40,000, with interest at 8% per annum and due on July 8, 2020. The Note is currently past due.	$	40,000		$	-
Note payable 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 in default	$	40,000		$	-

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%. The note is in default.		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%. A partial conversion of the Note and accrued interest totaling $51,116 was converted into 14,689 common shares of the Company within the terms of the note during the year ended December 31, 2021. The note and accrued interest totaling $174,280 was converted into 5,522,961 common shares of the Company within the terms of the note during the year ended December31, 2022. The Note is currently in default.		111,000			-

Less: Conversion		-			-
		111,000			-

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%. A partial conversion of the Note totaling $84,602 was converted into 1,689,983 common shares of the Company within the terms of the note during the year ended December 31, 2022. A partial conversion of the Note totaling $11,365 was converted into 5,000,000 common shares of the Company within the terms of the note during the three months ended March 31, 2023. The Note is currently in default.	$	62,688			-

Less: Conversion		(11,365	)		-
		51,323			-

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%. A partial conversion of the Note and accrued interest totaling $140,000 was converted into 45,707 common shares of the Company within the terms of the note during the year ended December 31, 2021. The note and accrued interest totaling $143,865 was converted into 7,733,643 common shares of the Company within the terms of the note during the year ended December31, 2022.		-			-

Less: Conversion		-			-
		-			-

Note payable of $750,000 dated November 22, 2021 for cash of $750,000, with interest at 10% per annum and due on June 24, 2022. The annual interest rate will increase to 16% or the maximum amount permitted by law if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.075 or 80% of the offering price per share of Common Stock at which the Uplist Offering is made. The note and accrued interest totaling $240,710 was converted into 12,855,362 common shares of the Company within the terms of the note during the year ended December 31, 2022. The note and accrued interest totaling $93,335 was converted into 21,166,158 common shares of the Company within the terms of the note during the three months ended March 31, 2023.The Note is currently in default.		592,527			-

Less: Conversion		(77,307	)		-
		515,220			-

Note payable of $500,000 dated November 30, 2021 for cash of $5000,000, with interest at 10% per annum and due on November 30, 2022. The annual interest rate will increase to 16% or the maximum amount permitted by law if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.075 or 80% of the offering price per share of Common Stock at which the Uplist Offering is made. The note and accrued interest totaling $342,801 was converted into 17,595,000 common shares of the Company within the terms of the note during the year ended December 31, 2022. The note and accrued interest totaling $169,135 was converted into 26,450,000 common shares of the Company within the terms of the note during the three months ended March 31, 2023.The Note is currently in default.		230,756			-

Less: Conversion		(164,135	)		-
		66,621			-

Note payable of $250,000 dated December 1, 2021 for cash of $250,000, with interest at 10% per annum and due on December 1, 2022. The annual interest rate will increase to 16% or the maximum amount permitted by law if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.075 or 80% of the offering price per share of Common Stock at which the Uplist Offering is made. The note and accrued interest totaling $40,800 was converted into 3,400,000 common shares of the Company within the terms of the note during the year ended December 31, 2022. The note and accrued interest totaling $31,500 was converted into 5,000,000 common shares of the Company within the terms of the note during the three months ended March 31, 2023.The Note is currently in default.		209,200			-

Less: Conversion		(31,500	)		-
		177,700			-

Note payable of $500,000 dated December 2, 2021 for cash of $500,000, with interest at 10% per annum and due on December 2, 2022. The annual interest rate will increase to 16% or the maximum amount permitted by law if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.075 or 80% of the offering price per share of Common Stock at which the Uplist Offering is made. The note and accrued interest totaling $99,775 was converted into 5,456,194 common shares of the Company within the terms of the note during the year ended December 31, 2022. The note and accrued interest totaling $86,975 was converted into 25,251,000 common shares of the Company within the terms of the note during the three months ended March 31, 2023.The Note is currently in default.		450,485			-

Less: Conversion		(76,320	)		-
		374,165			-

Note payable of $137,500 dated May 13, 2022 for cash of $128,450, with interest at 6% per annum and due on May 13, 2023. In connection with the original issue discount promissory note the Company recorded an original issue discount (OID) of $9,050 which is to be amortized over the term of the note and derivative liabilities of $55,323. The annual interest rate will increase to 22% upon the occurrence of an event of default. The Note is a convertible promissory note. The conversion price equals 75% of the lowest daily VWAP of the Common Stock during the seven (7) consecutive trading day period prior to conversion. The note and accrued interest totaling $128,950 was converted into 12,785,822 common shares of the Company within the terms of the note during the year ended. The note and accrued interest totaling $8,550 was converted into 3,000,000 common shares of the Company within the terms of the note during the three months ended March 31, 2023.		8,550			-

Less: Conversion		(8,550	)		-
		-			-

Note payable of $88,775 dated June 16, 2022 for cash of $85,775, with interest at 6% per annum and due on May 13, 2023. In connection with the original issue discount promissory note the Company recorded OID of $3,000 which is to be amortized over the term of the note and derivative liabilities of $38,713. The annual interest rate will increase to 22% upon the occurrence of an event of default. The Note is a convertible promissory note. The conversion price equals 75% of the lowest daily VWAP of the Common Stock during the seven (7) consecutive trading day period prior to conversion. All the note converted to 33,530,967 common shares during the three months ended March 31,2023.		88,775			-

Less: Conversion		(88,775	)		-
		-			-

Note payable of $62,250 dated August 29, 2022 for cash of $56,025, with interest at 12% per annum and due on May 13, 2023. In connection with the original issue discount promissory note the Company recorded OID of $6,225 which is to be amortized over the term of the note and derivative liabilities of $23,543. The annual interest rate will increase to 16% upon the occurrence of an event of default. The Note is a convertible promissory note. The conversion price equals $0.04, subject to adjustment.		62,250			-

Note payable of $62,250 dated September 13, 2022 for cash of $56,025, with interest at 12% per annum and due on September 13, 2023. In connection with the original issue discount promissory note the Company recorded OID of $6,250 which is to be amortized over the term of the note and derivative liabilities of $10,748. The annual interest rate will increase to 16% upon the occurrence of an event of default. The Note is a convertible promissory note. The conversion price equals $0.04, subject to adjustment.		62,250			-

Note payable of $59,400 dated October 3, 2022 for cash of $55,000, with interest at 6% per annum and due on October 3, 2023. In connection with the original issue discount promissory note the Company recorded OID of $4,400 which is to be amortized over the term of the note. The annual interest rate will increase to 22% upon the occurrence of an event of default. The Note is a convertible promissory note. The conversion price equals 75% of the lowest daily VWAP of the common stock during the 7 consecutive trading day, subject to adjustment.		59,400			-

Note payable of $58,050 dated November 29, 2022 for cash of $53,750, with interest at 6% per annum and due on November 29, 2023. In connection with the original issue discount promissory note the Company recorded OID of $4,300 which is to be amortized over the term of the note. The annual interest rate will increase to 22% upon the occurrence of an event of default. The Note is a convertible promissory note. The conversion price equals 75% of the lowest daily VWAP of the common stock during the 7 consecutive trading day, subject to adjustment.		58,050			-

Note payable of $100,000 dated March 1, 2023 for service, with interest at 12% per annum and due on March 1, 2024. No OID related. The annual interest rate will increase to 20% upon the occurrence of an event of default. The Note is a convertible promissory note. The conversion price equals equal to $0.01 per share or 50% of the lowest trading prices on the primary trading market on which the Company’s Common Stock is quoted for the last twenty (20) trading days immediately prior to but not including the Conversion Date, whichever is lower (the “Conversion Price”).		100,000			-

Note payable of $75,000 dated Feb 6, 2022 with interest at 7% per annum and due on Aug 6, 2022. The Note is currently past due. The Note is a convertible promissory note. The conversion price equals to 50% of the 5 day average closing price for the common stock from the trading day immediately preceding the conversion		75,000			-

A series of convertible notes total of $1,025,500 dated from March 16, 2021 to Feb 1, 2023 transferred from other company for purchasing of intangible assets happened on Feb 23, 2023, with default interest at 18% per annum and latest due on March 10, 2023. The Notes was convertible promissory notes. The conversion price equals the 50% of the average of three low trade(s) of the common stock for the pricing prior (the period beginning 30 trading days preceding the day upon which a notice of conversion is received by the company and ending on the date the conversion shares are delivered).		1,025,500			-

Note payable of $50,000 dated October 4, 2022 with interest at 7% per annum and due on February 4, 2023. The Note is currently past due. The Note is a convertible promissory note. The conversion price equals to 50% of the 5 day average closing price for the common stock from the trading day immediately preceding the conversion		50,000			-

Total		3,128,479			-
Less: unamortized discount		(241,985	)		-
Total		2,886,494			-
Short term convertible notes, net of discount of $241,985 and $0	$	2,886,494			-

Note payable of $425,000 dated January 6, 2021 for cash of $400,000, with interest at 6% per annum and due on January 7, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $3.00 or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. The note and accrued interest totaling $437,297 was converted into 53,675 post-reverse stock split common shares of the Company within the terms of the note during the six months ended June 30, 2021.	$	425,000
Less: Conversion		(425,000	)
		-
Note payable of $300,000 dated March 30, 2021 for cash of $282,000, with interest at 6% per annum and due on March 30, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $14.62 (as adjusted for the reverse stock split) or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. The Note is currently past due.	$	300,000
Note payable of $300,000 dated March 30, 2021 for cash of $282,000, with interest at 6% per annum and due on March 30, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $14.62 (as adjusted for the reverse stock split) or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. During the nine months ended September 30, 2022, the Company incurred penalties totaling $6,458. A partial conversion of the Note and accrued interest totaling $130,955 was converted into 132,041 post-reverse stock split common shares of the Company within the terms of the note during the nine months ended September 30, 2022. The Note is currently past due.	$	300,000
Less: Conversion		(165,000	)
		135,000

Table of Contents

Note payable of $265,958 dated June 24, 2021 for cash of $250,000, with interest at 6% per annum and due on June 24, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $14.62 (as adjusted for the reverse stock split) or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. A partial conversion of note totaling $66,962 converted into 99,000 post-reverse stock split common shares of the Company within the terms of the note during the nine months ended September 30, 2022. The Note is currently past due.	$	265,958
Less: Conversion		(185,630	)
		80,328

Note 10– Convertible Notes Payable – Related Parties

Note payable of $271,958 dated June 24, 2021 for cash of $256,000, with interest at 6% per annum and due on June 24, 2022. The annual interest rate will increase to 15% if it is in default. The Note is a convertible promissory note. The conversion price equals the lesser of $14.62 (as adjusted for the reverse stock split) or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. A partial conversion of the note and accrued interest totaling $73,345 was converted into 473,614 post-reverse stock split shares of the Company within the terms of the note during the nine months ended September 30, 2022. The Note is currently past due.	$	271,958
Less: Conversion		(202,559	)
		69,399

The Company assumed the convertible notes payable, of which the note holder was the Chief executive officer, on an asset purchase agreement effective on February 23, 2023, please see note 17 for further discussion. On February 23, 2023, the Convertible note had an outstanding balance of $1,500,000. The convertible note balance as of March 31, 2023 and December 31, 2022 is as follows:

	March 31, 2023		December 31 2022
Note payable of $1,500,000 dated Feb 23, 2023 with interest at 7% per annum and due on Aug 23, 2023. The Note is a convertible promissory note. The conversion price equals to 50% of the 5 day average closing price for the common stock from the trading day immediately preceding the conversion	$	1,500,000		-
Total	$	1,500,000		-

Note 11 – Notes Payable

Notes payable represents the following at March 31, 2023 and December 31, 2022:

Schedule of Notes Payable

	March 31, 2023		December 31, 2022
Note Payable	$	50,000		-
Note payable dated July 7, 2020 for $50,000, with interest at 5% per annum and due on July 7, 2021. The Note is unsecured. The Note is currently in default.	$	50,000		-

Note payable dated September 16, 2020 for $5,000, with interest at 0% per annum and due on demand.	$	5,000		-

Note payable to an unrelated party dated September 11, 2020 for $4,000, with no interest and due on demand.	$	4,000		-

Note payable dated December 1, 2021 for $20,000, with interest at 0% per annum and due on demand.	$	20,000		-

Note payable dated September 21,2022 for $310,000. The interest rate is 9.5% and the note is mature in 60 days. The first payment of $100,000 was made on September 30,2022. The note is in default.	$	210,000		-

Note payable dated June 23, 2022 for $250,000. The interest rate is 9.5% and the note matures in 90 days. The note is in default.	$	250,000		-

Note payable dated September 30, 2022 for $100,000. The interest rate is 9.5% and the note matures in 1 year.	$	100,000		-

Short-term advance, due on demand and bears no interest.	$	119,800		-

Total	$	758,800	$	-

On September 24, 2021, the Company had a short-term advance payable in the amount of $50,000 to an unrelated party, with no interest and due on demand. The short-term advance was paid in full on December 1, 2021.	$	50,000
Less: Repayment	$	(50,000	)
		-
Note payable of $750,000 dated November 22, 2021 for cash of $750,000, with interest at 10% per annum and due on June 24, 2022. The annual interest rate will increase to 16% or the maximum amount permitted by law if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $4.50 (as adjusted for the reverse stock split) or 80% of the offering price per share of Common Stock at which the Company offers shares of Common Stock in a public offering which results in the Common Stock being uplisted on a national stock exchange or Nasdaq, that occurs within 220 days from the date the Notes are issued, which date has passed (an “Uplist Offering”). A partial conversion of the note and accrued interest totaling $86,719 was converted into 1,024,745 post-reverse stock split shares of the Company within the terms of the Note during the nine months ended September 30, 2022. The Note is currently past due.	$	750,000
Less: Conversion		(22,764	)
		727,236
Note payable of $500,000 dated November 30, 2021 for cash of $450,000, with interest at 10% per annum and due on November 30, 2022. The annual interest rate will increase to 16% or the maximum amount permitted by law if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $0.075 (as adjusted for the reverse stock split) or 80% of the offering price per share of Common Stock at which the Uplist Offering is made. A partial conversion of the note and accrued interest totaling $73,557 was converted into 1,198,000 post-reverse stock split shares of the Company within the terms of the Note during the nine months ended September 30, 2022. The Note is currently past due.	$	500,000
Less: Conversion		(32,294	)
		467,707
Note payable of $250,000 dated December 1, 2021 for cash of $250,000, with interest at 10% per annum and due on December 1, 2022. The annual interest rate will increase to 16% or the maximum amount permitted by law if in default. The Note is a convertible promissory note. The conversion price equals the lesser of 4.50 (as adjusted for the reverse stock split) or 80% of the offering price per share of Common Stock at which the Uplist Offering is made.	$	250,000
Note payable of $500,000 dated December 2, 2021 for cash of $500,000, with interest at 10% per annum and due on December 2, 2022. The annual interest rate will increase to 16% or the maximum amount permitted by law if in default. The Note is a convertible promissory note. The conversion price equals the lesser of $4.50 (as adjusted for the reverse stock split) or 80% of the offering price per share of Common Stock at which the Uplist Offering is made. A partial conversion of the note and accrued interest totaling $22,775 was converted into 294,194 post-reverse stock split shares of the Company within the terms of the Note during the nine months ended September 30, 2022. The Note is currently past due.	$	500,000
Less: Conversion		(22,775	)
		477,225
As of September 30, 2022, the Company had a short-term Advance payable in the amount of $20,000 to an unrelated party, with no interest which is due on demand.	$	20,000

Table of Contents

Note 12 – Notes Payable - Related Parties

Notes payable represents the following at March 31, 2023 and December 31, 2022:

	March 31, 2023		December 31, 2022
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 98,333 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 98,333 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 Note and accrued interest totaling $280,108 was settled by the issuance of 57,942 common shares of the Company. The shares were valued at $16.20 and $18.60 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. These notes are currently in default.	$	110,000	$	-
Loans from related parties before conversion or payment	$	110,000	$	-

Short-term note payable in the amount of $13,473 to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party. The Company settled this note payable of $13,473 and accrued interest of $2,633 with a payment of $2,000 in cash on May 23, 2022.		-		-

Less payments / settlements		-		-
Note payable, gross		-		-
On December 28, 2022, the Company received an advance in the amount of $250,000 from a former Director, due on demand for 0% interest.		250,000		-
Loans from related parties, gross		250,000		250,000

Total	$	360,000	$	-

Note payable of $137,500 dated May 13, 2022 for cash of $128,450, with interest at 6% per annum and due on May 13, 2023. In connection with the original issue discount promissory note the Company recorded an original issue discount (OID) of $9,050 which is to be amortized over the term of the note and derivative liabilities of $55,323. The annual interest rate will increase to 22% upon the occurrence of an event of default. The Note is a convertible promissory note. The conversion price equals 75% of the lowest daily VWAP of the Common Stock during the seven (7) consecutive trading day period prior to conversion.	$	137,500
Note payable of $88,775 dated June 16, 2022 for cash of $85,775, with interest at 6% per annum and due on May 13, 2023. In connection with the original issue discount promissory note the Company recorded OID of $3,000 which is to be amortized over the term of the note and derivative liabilities of $38,713. The annual interest rate will increase to 22% upon the occurrence of an event of default. The Note is a convertible promissory note. The conversion price equals 75% of the lowest daily VWAP of the Common Stock during the seven (7) consecutive trading day period prior to conversion.	$	88,775
Note payable of $62,250 dated August 29, 2022 for cash of $56,025, with interest at 12% per annum and due on May 13, 2023. In connection with the original issue discount promissory note the Company recorded OID of $6,225 which is to be amortized over the term of the note and derivative liabilities of $23,543. The annual interest rate will increase to 16% upon the occurrence of an event of default. The Note is a convertible promissory note. The conversion price equals $0.04, subject to adjustment.	$	62,250
Note payable of $62,250 dated September 13, 2022 for cash of $56,025, with interest at 12% per annum and due on September 13, 2023. In connection with the original issue discount promissory note the Company recorded OID of $6,250 which is to be amortized over the term of the note and derivative liabilities of $10,748. The annual interest rate will increase to 16% upon the occurrence of an event of default. The Note is a convertible promissory note. The conversion price equals $0.04, subject to adjustment.	$	62,250
Total	$	2,976,670
Less: unamortized discount		(816,599	)
Total	$	2,160,071
Short term convertible notes, net of discount of $816,599	$	2,081,071
Long-term convertible notes, net of discount of $0	$	-
Short-term non-convertible notes – continuing operations -related parties	$	-
Short-term non-convertible notes – continuing operations	$	75,000
Long-term non-convertible notes – discontinued operations	$	4,000
Long-term non-convertible notes	$	-

Table of Contents

Note 1113 – ~~Loans~~Derivative ~~from Related Parties~~Liabilities

Schedule of Loans from Related Parties

On April 12, 2019, the Company entered into individual share exchange agreements and promissory notes with each of Daniel Dror, Winfred Fields and former Directors Everett Bassie and Charles Zeller (the “AMIH Shareholders”), whereby the AMIH Shareholders agreed to cancel and exchange a total of 98,334 post-reverse stock split shares of their AMIH common stock. The Company issued individual promissory notes with an aggregate principal amount of $350,000 (the “Promissory Notes”) for cancellation of the 98,334 post-reverse stock split common shares. The Promissory Notes have a term of two years and accrue interest at the rate of 10% per annum until paid in full by the Company. The Company recorded interest of $7,506 on these notes during the year ended December 31, 2020. The accrued interest on these notes was $18,982 as of December 31, 2020. The Note and accrued interest totaling $280,108 was settled by the issuance of 57,942 post-reverse stock split common shares of the Company. The shares were valued at $18.60 and $16.20 (as adjusted for the reverse stock split) per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $758,601 during the year ended December 31, 2020.	$	350,000
Less: Conversion		(240,000	)
Loans from related parties, gross		110,000

Short-term note payable in the amount of $13,473 to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party. The Company settled this note payable of $13,473 and accrued interest of $2,633 with a payment of $2,000 in cash on May 23, 2022.		-
As of September 30, 2022, outstanding loan balances payable to the Company’s CEO and board member, Jacob Cohen, were $0 with no interest and due on demand		50
Less: payment		(50	)
Loans from related parties, gross		-
Loans from related parties, gross	$	110,000
Less: unamortized discount		0
Total	$	110,000
Long-term loan from related parties	$	-
Short-term loan from related parties – continuing operations	$	110,000
Short-term loan from related parties – discontinued operations	$	-

Note 12 – Derivative Liabilities

Notes that are convertible at a discount to market are considered embedded derivatives.

Under FASB, U.S. GAAP, ~~Accounting Standards Codification (~~ASC) 815, “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 ~~notes~~note ~~have~~has been evaluated with respect to the terms and conditions of the conversion features contained in the ~~notes~~note to determine whether they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The ~~Company~~ Company determined that the conversion features contained in the notes totaled $3633,~~743,817~~ 920 and represent aan ~~freestanding~~embedded 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 ~~notes~~note is reflected in the Company’s ~~balance~~condensed consolidated balance sheet as a liability. The fair value of the derivative financial instrument of the convertible ~~notes~~note was measured using the ~~Lattice~~Monte Carlo ~~Model~~model at the inception date of the ~~notes~~note and will do so again on each subsequent consolidated 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 consolidated balance sheet date. The derivative liabilities will be reclassified into additional paid in capital upon conversion.

The Convertible Note derivatives were valued as of March 31, 2023 and December 31, ~~2021~~2022, at issuance, at conversion ~~and at September 30, 2022,~~ as set forth in the table below.

Derivative liabilities as of December 31, 2021	$	4,141,272
Derivative liabilities as of December 31, 2022	$	-
Derivative liabilities, beginning	$	4,141,272
Initial derivative liabilities at February 15, 2023		1,837,008
Initial derivative liabilities at new note issuance		400,779
Conversion		(157,117	)
Initial loss		-
Mark to market changes		76,701
Conversion		(175,325	)
	$	170,765
Mark to market changes		(622,909	)
Derivative liabilities as of March 31, 2023	$	1,927,357
Derivatives liabilities as of September 30, 2022	$	3,743,817

As of ~~September~~March 3031, ~~2022~~2023 and February 15, 2023, the Company had derivative liabilities of $31,~~743~~927,~~817~~357 and $1,837,008, respectively, and recorded changes in derivative liabilities in the amount of $~~622~~(70,~~909~~765) and $0 during the ~~nine~~three months ended ~~September~~March 3031, 2023 and the year ended December 31, 2022.

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~~62.08% through ~~206~~389.85% at issuance, conversion, and ~~quarter~~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:~~16

-Table ~~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 quarter ends. - The Warrants with the fixed $12.00, $21.00, and $30.00 (each as adjusted for the reverse stock split) exercise prices are subject to full ratchet reset provisions; - The Company would raise capital quarterly at market, which could trigger a reset event; - The cash flows are discounted to net present values using risk free rates; discount rates were based on risk free rates in effect based on the remaining term; - The occurrence of a fundamental transaction by a public company was estimated at 2.5% after 2.5 years and 5% prior to maturity; and - The Holder would hold the warrant to maturity (5-year terms) at which point it could exercise the warrant if the warrant were in the money.Contents

~~Note 13~~- –An ~~Capital~~event ~~Stock~~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 100% 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.

Note 14 – 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 1,000,000 shares were designated as Series A Convertible Preferred Stock and 2,000,000 were designated as Series B Preferred stock, the balance of 2,000,000 shares of preferred stock were undesignated as of ~~September~~March 3031, 2023 and December 31, 2022.

The holders of Series AB Preferred Stock have nothe same dividend rights as common stockholders on a fully converted basis, ~~liquidation~~are ~~preference~~entitled ~~and~~to receive ~~conversion~~pari ~~rights.~~passu Aswith ~~long~~any asdistribution of any ~~shares~~of the assets of ~~Series A~~the ~~Preferred~~Company ~~Stock~~to ~~remain~~the ~~issued~~holders ~~and~~of ~~outstanding~~the Company’s common stock, ~~the~~but not prior to any holders of senior securities. Each share of Series AB Preferred Stock ~~have~~may ~~the~~be ~~right~~converted, toat ~~vote~~the onoption ~~all~~of ~~shareholder~~the ~~matters~~holder thereof, ~~equal~~into tothat ~~sixty~~number ~~percent~~of ~~(60%)~~shares of common stock of the ~~total~~Company ~~vote~~as equals $1.00 Atdivided by 90% of the ~~option~~average of the volume weighted average prices (“VWAP”) of the Company’s common stock, ~~Series~~for Athe 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 ishave ~~redeemable~~no atvoting $1rights.00 ~~per~~As ~~share~~of March 31, 2023 and December 31, 2022, there were no Series B Preferred Stock outstanding.

~~The holders of~~ Series ~~B Preferred Stock have the same dividend rights as common stockholders on a fully converted basis, are entitled to~~ ~~receive~~A ~~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.

InThe ~~the~~holders ~~first~~of ~~quarter~~Series A Preferred Stock have no dividend rights or liquidation preference. Each holder of ~~2021,~~Series ~~the~~A ~~Company~~Preferred ~~issued~~Stock ~~500~~may,~~000~~ at its option, convert its shares of Series BA Preferred ~~Shares~~Stock tointo athat ~~third~~number ~~party~~of ~~for~~shares ~~services~~of ~~related~~common stock equal to ~~research~~the holder’s pro rata share of all Series A Preferred Stock then issued and ~~development.~~outstanding, ~~The~~multiplied ~~shares~~by ~~were~~(i) ~~subsequently~~60%, minus the aggregate percentage of the Company’s outstanding common stock previously converted ~~into~~by ~~572~~holders ~~post-reverse~~of the Series A Preferred Stock, through such applicable date (the “Remaining Percentage”), multiplied by (ii) the outstanding shares of common stock ~~split~~as of the applicable date of determination, divided by 0.40, divided by (iii) the total number of shares of Series A Preferred Stock then outstanding. No individual conversion by any individual holder shall be in an amount greater than 9.99% of the outstanding common stock of the Company on the date on which the holder delivers notice of such conversion to the Company (the “Individual Conversion Limitation”). The ~~shares~~result ~~were~~of ~~valued~~the above, atis ~~$601~~that such Series A Preferred Stock is convertible into 60% of the Company’s outstanding common stock (on a post-conversion basis,~~582~~ i.e., 150% of the Company’s outstanding common stock on a pre-conversion basis) currently.

~~The~~For ~~Company~~so ~~had~~long ~~one~~as ~~million~~any ~~post-forward split~~ shares of the Series A Preferred Stock ~~and~~remain noissued ~~shares~~and ofoutstanding, ~~Series~~the Bholders ~~Preferred~~thereof, ~~Stock~~voting ~~issued~~separately ~~and~~as ~~outstanding~~a class, asshall ofhave ~~September~~the 30right to vote on all shareholder matters (including, ~~2022~~but not limited to at every meeting of the stockholders of the Company and ~~December~~upon ~~31,~~any ~~2021~~action taken by stockholders of the Company with or without a meeting) equal to the Remaining Percentage of the total vote. All Series A Shares vote together with the common stock on all shareholder matters as its own voting class.

18Additionally, so long as Series A Preferred Stock is outstanding, the Company shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Series A Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the Articles of Incorporation or the Bylaws of the Company so as to adversely affect the designations, preferences, limitations and relative rights of the Series A Preferred Stock, (ii) effect any reclassification of the Series A Preferred Stock, (iii) designate any additional series of preferred stock, the designation of which adversely effects the rights, privileges, preferences or limitations of the Series A Preferred Stock; or (iv) amend, alter or repeal any provision of the Series A Designation (except in connection with certain non-material technical amendments).

On February 15, 2023, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Cycle Energy Corp., a Texas corporation (“Cycle Energy”), and Marble Trital Inc., the sole shareholder of Cycle Energy (the “Shareholder”). The Shareholder is beneficially owned and controlled by Mr. Michael McLaren, the Company’s newly appointed Chief Executive Officer. Pursuant to the Exchange Agreement, which closed on February 15, 2023 (the “Closing Date”), the Shareholder exchanged (the “Exchange”) 100% of the ownership of Cycle Energy in consideration for 1,000,000 shares of the Series A Preferred Stock of the Company (the “New Series A Shares”).

Table of Contents

On March 9, 2023, and effective on February 15, 2023, the date of the Exchange Agreement, the Company, Cycle Energy and the Shareholder, entered into a First Amendment to Share Exchange Agreement (the “First Amendment”), which amended the Exchange Agreement to be effective February 15, 2023, instead of December 31, 2022.

As of March 31, 2023, 1,000,000 Series A Convertible Preferred shares, of which were fully owned by the Chief Executive office, 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 5~~195,~~207~~000,~~772~~000 ~~post-reverse~~common stock ~~split~~ shares were issued and outstanding as of ~~September~~March ~~30, 2022 and 1,407,418 post-reverse stock split common stock shares were issued and outstanding at December~~ 31, ~~2021~~2023.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, the Company ~~issued~~converted ~~412,485~~a ~~post-reverse~~total ~~stock~~of ~~split~~$457,952 of ~~shares~~its ofoutstanding ~~the~~convertible ~~Company’s~~debt ~~common~~into ~~stock~~119,398,125 inshares ~~consideration~~of ~~for~~common ~~services~~stock ~~performed~~and byat ~~employee,~~various ~~directors~~prices ~~and~~per ~~non-employee~~share ~~consultants.~~of ~~The~~common ~~shares~~stock ~~were~~ranging ~~valued~~from at$0.0063 to $~~380,074~~.0023 ~~based~~per ~~on the market price on the date of agreement~~share.

InNote ~~the~~15 ~~first~~– ~~quarter~~Going of 2022, the Company issued 84,878 post-reverse stock split common shares to investors in exchange for $204,805 of principal and accrued interest owed under the terms and conditions of convertible notes as issued.Concern

InThese ~~the~~condensed ~~second~~consolidated ~~quarter~~financial ofstatements ~~2022,~~have ~~the~~been ~~Company~~prepared ~~issued~~assuming ~~301,866~~that ~~common~~the ~~shares~~Company towill ~~investors~~continue inas ~~exchange~~a ~~for~~going ~~$69~~concern,~~476~~ which contemplates the realization of ~~principal~~assets and ~~accrued~~the ~~interest owed~~discharge ~~under~~of ~~the~~liabilities ~~terms~~in ~~and~~the ~~conditions~~normal course of ~~convertible~~business ~~notes~~for asthe ~~issued~~foreseeable future.

In the third quarter of 2022, the Company issued 3,279,151 common shares to investors in exchange for $201,639 of principal and accrued interest owed under the terms and conditions of convertible notes as issued.18

~~Note 14~~Table –of ~~Going Concern~~Contents

~~These~~As reflected in the accompanying consolidated financial statements, ~~have~~the ~~been~~Company ~~prepared~~has ~~assuming~~a ~~that~~net loss of $426,789 and $0 for the ~~Company~~three ~~will~~months ended March 31, 2023 and 2022. The ability to continue as a going concern, ~~which~~is ~~contemplates~~dependent upon the Company ~~realization~~generating ofprofitable ~~assets~~operations in the future and/or to obtain the ~~discharge~~necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities inthat might result from this uncertainty. There can be no assurance that the ~~normal~~Company ~~course~~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, ~~for~~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 ~~foreseeable~~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.

AsNote ~~reflected~~16 in– ~~the~~Commitments ~~accompanying financial statements, the Company has a net loss from continuing operations of $3,257,239 for the nine months ended September 30, 2022,~~ and net loss from continuing operations of $7,498,626 for the nine months ended September 30, 2021, a loss from discontinued operations of $14,199 for the nine months ended September 30, 2022 and gain from discontinued operations of $169,501 for the nine months ended September 30, 2021. The effect of the above increased accumulated deficit to $23,726,249 as of September 30, 2022. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts or amounts and classifications of liabilities that might result from this uncertainty. There can be no assurance that the Company will become commercially viable without additional financing, the availability, and terms of which are uncertain. If the Company cannot secure necessary capital when needed on commercially reasonable terms, its business, condition (financial and otherwise) and commercial viability may be harmed. Although management believes that it will be able to successfully execute its business plan, which includes third party financing and the raising of capital to meet the Company’s future liquidity needs, there can be no assurances in this regard. These matters raise substantial doubt about the Company’s ability to continue as a going concern.Contingencies

~~Note 15 –~~ Commitments ~~and Contingencies~~

InPrior ~~the~~to ~~ordinary~~its ~~course~~acquisition ofon ~~business~~February 23, ~~the~~2023, ~~Company~~Cycle ~~may~~Oil ~~become~~and aGas, ~~party~~Inc. to(Texas) ~~lawsuits~~purchased ~~involving~~the ~~various~~oil ~~matters. The impact~~ and ~~outcome~~gas ofproperties ~~litigation, if~~from ~~any,~~Triple isS ~~subject~~Gas Inc. Pursuant to ~~inherent~~the ~~uncertainties,~~asset ~~and~~purchase anagreement. ~~adverse~~the ~~result~~Company inneeds ~~these~~to orpay ~~other~~a ~~matters~~2.5% ~~may~~gross ~~arise~~overriding ~~from~~royalty ~~time~~interest tocapped ~~time~~at ~~that~~Two ~~may~~Hundred ~~harm~~and ~~its~~Fifty ~~business.~~Thousand ~~The~~Dollars ~~Company~~($250,000) ~~believes~~based on the ~~ultimate~~specific ~~resolution~~quantities ofsold ~~any~~in ~~such~~oil ~~current~~and ~~proceeding~~gas. ~~will~~As ~~not~~of ~~have~~March a31, ~~material~~2023, ~~adverse~~no ~~effect on~~royalty ~~our~~payments ~~continued~~have ~~financial~~been ~~position,~~paid. ~~results~~If ofthere ~~operations~~is orno ~~cash~~production, ~~flows~~there is no royalty due.

19Prior to its acquisition on February 23, 2023, Cycle Oil and Gas, Inc. (Texas)purchased the oil and gas properties from Ray Loveless Enterprises LLC. Pursuant to the asset purchase agreement. the Company needs to Company also needs to pay a 2.5% gross overriding royalty interest capped at Three Hundred and Twenty-Five Thousand Dollars ($325,000) based on the specific quantities sold in oil and gas. As of March 31, 2023, no royalty payments have been paid. If there is no production, there is no royalty due.

~~Robert Holden vs AMIH~~Contingencies

OnIn ~~October~~the ~~14,~~ordinary ~~2019,~~course ~~Robert~~of ~~Holden~~business, the Company’s ~~former~~may ~~CEO,~~become ~~filed~~ a ~~Petition~~party ~~and~~to ~~Application~~lawsuits ~~for~~involving ~~Temporary~~various ~~Restraining~~matters. ~~Order~~The ~~in the~~impact ~~District~~and ~~Court~~outcome of ~~Harris County~~litigation, if ~~Texas~~any, ~~against the Company stating that the Company~~ is ~~blocking~~subject ~~Mr. Holden’s legal right~~ to ~~trade~~ ~~his~~inherent ~~shares~~uncertainties, ~~in the open market~~ and ~~further~~an ~~attempting~~adverse toresult ~~stake his claim that he maintains his rights to the 63,334 shares he received~~ in ~~connection~~these ~~with his acceptance as CEO of the Company on~~ or ~~around~~other ~~May~~matters ~~31,~~may ~~2018.~~arise ~~The~~from ~~Company~~time isto ~~maintaining~~time ~~the position~~ that ~~Mr.~~may ~~Holden~~harm ~~does~~its ~~not have the right to those shares as he was in breach of his obligation to convey a digital marketing~~ business. toThe ~~the~~ Company ~~and subsequently~~believes ~~resigned from~~ the ~~Company~~ultimate ~~shortly~~resolution ~~thereafter,~~of onany orsuch ~~around~~current ~~August~~proceeding ~~15,~~will ~~2018~~not ~~and~~have ~~that~~a hematerial ~~procured~~adverse ~~the~~effect ~~shares through fraud.~~on Onour ~~November~~consolidated ~~11,~~financial ~~2019~~position, ~~the~~results ~~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~~operations ~~claims~~or becash ~~dismissed unless Mr~~flows. ~~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. Ultimately, the Court of Appeals ruled that the TCPA did not apply to Holden’s action. This ruling does not imply that Holden’s claims have merit, but only that they are not subject to expedited dismissal. The Company sought review from the Texas Supreme Court, but it was denied. The outcome of this action, and the ultimate outcome of the lawsuit is currently unknown at this time, provided that the Company intends to vehemently defend itself against the claims made in the lawsuit.

AMIH vs. Winfred Fields

On November 11, 2019, the Company filed an original petition and jury demand against Winfred Fields, a shareholder, in the 458th Judicial District Court of Fort Bend County seeking damages related to breach of contract and fraud related charges. The Company executed an exchange agreement with Mr. Fields on or around April 12, 2019 whereby Mr. Fields was required to tender to the Company a total of 10,833 of the 12,500 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 8 – 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 1,~~667~~000,000 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 10650,~~834~~000 shares from Mr. Fields which were cancelled in 2019. Mr. Fields twice moved for summary judgment, once against the Company’s claims, and once in favor of his own claims. However, the court denied his motions. The Company has moved for summary judgment on its claims and against Mr. Fields’ claims and is awaiting a hearing ~~has~~to ~~been~~be set for ~~December~~a 7,future ~~2022~~date in the 3rd quarter 2023.

~~Asher Park, LLC vs. Novopelle Tyler~~19

~~On August~~Table ~~11, 2021, Asher Park, LLC (“Asher Park”) filed a petition against the Company and its subsidiary, Novopelle Tyler, Inc. (“Novopelle Tyler”) in the 241st Judicial District Court~~ of Smith County, Texas seeking to recover damages in the amount of $66,651 against that commercial lease and commercial lease guaranty agreement that was signed between the parties on or around January 8, 2020 to occupy retail premises located at 1058 Asher Way, Suite 100, in Tyler, Texas. As this commercial lease was executed prior to the COVID-19 pandemic, and due to the uncertainty of the effects on retail establishments during the pandemic, Novopelle Tyler never officially took possession of the retail premise. On September 23, 2021, the Company and Novopelle Tyler filed an Original Answer and Affirmative Defense denying the allegations made by Asher Park.Contents

Note 17 – Material Agreements

On February 23, 2023, the Company (the “purchaser”) entered into an asset purchase agreement with Marble Trital Inc (the “seller”). Pursuant to the agreement, the purchaser acquired the following: 1) One Million Five Hundred Thousand $1,061,348 receivable from sale of Cycle Oil and Gas Canada, 2) Machinery equipment and Vehicle with a net balance of $525,819) 100% ownership of Cycle Oil and Gas Inc. (Texas) and 100% ownership of Cycle Energy Services Inc., by assuming of convertible notes with an outstanding balance of $1,500,000 From related party. Please see Note 10 for further discussion. In addition, the Company also acquired intangible asset, including patent and technology, with a book value of $1,127,391 by assuming of $1,127,391 convertible notes from third party. Please see Note 7 and Note 9 for further discussion.

The One Million Five Hundred Thousand $1,061,348 receivable from sale of Cycle Oil and Gas Canada was recorded as other receivable as of March 31, 2023, please see Note 4 for more details.

Cycle Oil and Gas Inc. (Texas) was incorporated on October 2021, was a diversified energy company based in the state of Texas. During 2022, it acquired Triple “S” Gas & Ray Loveless Enterprises in Wichita & Wilbarger counties for a combined purchase price of $1,145,000. Cycle Oil has an extensive catalog of workover candidates with over 125 shallow vertical wells producing from the Gunsite & Cisco sand formations and wells range from 300’ to 2000’ deep allowing for quick & inexpensive workovers. This acquisition of Cycle oil and gas resulted in a business combination. As of March 31, 2023, all assets and liabilities of Cycle Oil and Gas were included in the Company’s balance sheet. And the results of operations from February 23, 2023 to March 31, 2023 were included in the Company’s Statements of operations for the three months ended March 31, 2023. This transaction resulted in goodwill of $226,083. We will evaluate the goodwill for impairment on an ongoing basis and make adjustments as necessary. See Note 18 for further discussion.

Cycle Energy Services Inc. was incorporated on October 2021 with no activities as of March 31, 2023.

Note 18 Acquisition

On February 23, 2023, the Company (the “purchaser”) entered into an asset purchase agreement with Marble Trital, Inc. (the “seller”) to acquire Cycle Oil and Gas, Inc, please see Note 17 for further discussion. This acquisition of Cycle Oil and Gas, Inc.

As of March 31, 2023, all assets and liabilities of Cycle Oil and Gas, Inc. were included in the Company’s balance sheet. The results of operations from February 23, 2023 to March 31, 2023 were included in the Company’s statements of operations for the three months ended March 31, 2023. Goodwill is not deductible for income tax purposes.

The Company did not receive the information to complete the purchase price accounting prior to the preparation of this filing. We are evaluating the information and will provide in our next filing period. It is management’s judgment that this will not be a material amount.

Note 19 – Subsequent Events

On May 9, 2023, we entered into a Secured Promissory Note in favor of The Loev Law Firm, PC, our outside securities counsel, which evidenced $40,000 owed to such law firm in consideration for legal services rendered and agreed to be rendered. The note is due on May 28, 2023, together with interest at the rate of 6% per annum, which increases to 15% per annum upon the occurrence of an event of default. The note is personally guaranteed by Michael McLaren, our Chief Executive Officer and Chairman, and secured by an oil and gas property located in Wichita County, Texas and a deed of trust thereon. The note includes customary covenants and events of default.

On May 10, 2023, Marble Trital, Inc., which entity is beneficially owned by Mr. Michael McLaren, our Chief Executive Officer and Chairman, due to his ownership of 100% of Marble Trital, Inc. and his position as Chief Executive Officer thereof, the holder of 1,000,000 shares of the Company’s Series A Preferred Stock, representing 292,500,000 voting shares as of such date or 60.0% of the 487,500,000 total voting shares as of such date (the “Majority Shareholder”), executed a written consent in lieu of a special meeting of shareholders (the “Majority Shareholder Consent”), approving the following matters, which had previously been approved by the Board of directors of the Company on April 19, 2023, and had recommended that such matters be presented to the Majority Shareholder for its approval on the same date:

●	the approval of the filing of a Certificate of Amendment to the Company’s Articles of Incorporation to affect a name change of the Company from “American International Holdings Corp.” to “Cycle Energy Corp.”;

●	the filing of a Certificate of Amendment to the Company’s Articles of Incorporation to increase the Company’s authorized number of shares of Common Stock from 195 million shares to one billion 995 million shares; and

●	the grant of discretionary authority for our Board of Directors, without further shareholder approval, to effect a reverse stock split of all of the outstanding common stock of the Company, by the filing of an amendment to our Articles of Incorporation with the Secretary of State of Nevada, in a ratio of between 1-for-10 and 1-for-1,000, with the Company’s Board of Directors having the discretion as to whether or not the reverse split is to be effected, and with the exact exchange ratio of any reverse split to be set at a whole number within the above range as determined by the Board of Directors in its sole discretion, at any time before April 19, 2024.

The Board of Directors of the Company did not solicit proxies for the annual meeting or the vote. There were no broker non-votes, no votes were withheld, and no votes were voted against or abstained, in connection with any of the corporate actions described above, as only the Majority Shareholder voted.

In accordance with Rule 14c-2 of the Exchange Act, the corporate actions will be effective no earlier than forty (40) days after the date notice of the internet availability of such Information Statement materials is first sent to shareholders, which occurred on or approximately June 24, 2023.

On June 21, 2023, Mr. Peter Casey Jensen resigned as a member of the Board of Directors and as the Chairman of the Audit Committee of the Company. Such resignation was not in connection with a disagreement with the Company or in connection with any matter relating to the Company’s operations, policies or practices. Effective upon Mr. Jensen’s resignation as a director, the size of the Company’s Board of Directors will be reduced from four to three directors.

~~On January~~Table ~~26, 2022, Novopelle Tyler and the Company entered into a Settlement Agreement & Mutual Release with Asher Park whereby Novopelle Tyler and the Company agreed to pay Asher Park a total~~ of $35,000 in full and final settlement of all of the Asher Park’s claims. Accordingly, Asher Park, in consideration for the execution of the Settlement Agreement dismissed the lawsuit against both Novopelle Tyler and the Company.Contents

Stanley Tate d/b/a Triangle Cabinets vs. Capitol City Solutions USA, Inc.

On September 10, 2021, Stanley Tate d/b/a Triangle Cabinets (“Tate”), a materials supplier and subcontractor that was hired by the Company’s subsidiary, Capitol City Solutions USA, Inc. (CCS), filed a petition against the Company, CCS, and CCS’s construction client, PC Gateway, LLC (“PC Gateway”) in the 136th Judicial District Court of Jefferson County, Texas seeking payment in the amount of $77,681 for services Tate claimed to provide CCS and PC Gateway. The Company and CCS were not officially served until on or around October 21, 2021. On October 25, 2021, the Company and CCS filed an Original Answer denying the allegations made by Tate as Tate had failed to provide the services in which they were hired to perform and demanding strict proof by a preponderance of credible evidence. On December 29, 2021, Tate dismissed all claims against both the Company and CCS.

Capitol City Solutions USA, Inc. vs. Peak Living, LLC and PC Gateway, LLC

On November 1, 2021, the Company’s subsidiary, Capitol City Solutions USA, Inc. (CCS), filed a petition against PC Gateway and Peak Living, LLC (“Peak Living”) in the 58th Judicial District Court of Jefferson County Texas demanding the payment of the final invoice as delivered to Peak Living in the amount of $2,069,908 representing the balance as owed to CCS for substantial supplemental charges (including but not limited to dehumidifiers, various material cost and labor increases, code compliance costs, and additional profit and overhead). Throughout the term of a project completed by CCS for Peak Living, Peak Living instructed CCS to perform additional work beyond the original scope of the contracted agreement and fully understood that CCS expected to be compensated at the fair market value for the additional labor and materials. In addition to seeking actual and statutory damages, CCS is seeking to recover attorney’s fees, prejudgment and post judgment interest, costs of court and has further placed a constitutional lien on the PC Gateway property, known as Gateway Village, located at 2825 12th Street, Beaumont, Texas, 77705 and which is the subject of the lawsuit. Based on information received through the discovery process, CCS entered into a Settlement Agreement and Release on March 29, 2022, with Peak Living whereby CCS agreed to dismiss Peak Living of all claims under the lawsuit.

Note 16 – Discontinued Operations

During 2021, the Company decided to discontinue the operation of its VISSIA McKinney, VISSIA Waterway, Legend Nutrition, Capitol City Solutions USA, Inc. subsidiaries. VISSIA McKinney, VISSIA Waterway, Legend Nutrition, Capitol City Solutions USA, Inc. have been presented as discontinued operations in the accompanying consolidated financial statements and are summarized below:

Schedule of Discontinued Operations

	2022			2021
	Nine Months Ended September 30,
	2022			2021
Revenue	$	-		$	2,530
Cost of revenue		-			-
Gross profit		-			2,530
Operating expenses		(14,199	)		(46,208	)
Loss from operations		(14,199	)		(43,678	)
Other income (expenses)		-			213,179
Net loss	$	(14,199	)	$	169,501

	As of
	September 30, 2022		December 31, 2021
Assets of discontinued operations - current	$	-	$	-
Assets of discontinued operations - intangible	-		-
Assets of discontinued operations - non-current		-		14,199
Net liabilities of discontinued operations	$	4,948	$	112,199

Note 17 – Disposition of Subsidiaries

On June 16, 2022, the Company entered into a Stock Purchase Agreement with Cohen Enterprises, Inc., which entity is owned by Jacob D. Cohen, our Chief Executive Officer and director (buyer) to sell buyer all shares of common stock of Mangoceuticals, Inc. (which represented 80% of the then outstanding shares of common stock of Mangoceuticals, Inc.) which the Company then held for $90,000 in cash paid at closing. Pursuant to the Stock Purchase Agreement, the disposition of Mangoceuticals, Inc generated net cash proceed of $85,753, release of accounts payable and accrued expenses of $16,339 and resulted in a gain of $102,092. This transaction is considered as a related party transaction in accordance with the ASC 850.

On June 30, 2022, the Company entered into an Equity Interest Purchase Agreement with Alejandro Rodriguez and Pan-American Communications Services S.A. (buyers) to sell buyers all of the issued and outstanding shares of common stock of Epiq MD, Inc. which the Company then held (representing 100% of the issued and outstanding shares of common stock of Epiq MD, Inc.) for an aggregate amount of $300,000, consisting of $150,000 of cash paid at closing and a $150,000 secured promissory note. (Refer to Note 4 – Other Receivable). Pursuant to the Equity Interest Purchase Agreement, the disposition of Epiq MD, Inc. generated net cash outflow of $2,123, increase in other receivable of $300,000, loss on security deposit of $3,599, release of accounts payable and accrued expenses of $28,484 and resulted in a gain of $322,762.

Note 18 – Subsequent Events

On October 3, 2022, the Company issued 229,000 shares of common stock to a note holder in exchange for $9,160 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Blue Lake Partners, LLC, dated December 2, 2021.

On October 3, 2022, the Company issued 140,213 shares of common stock to a note holder in exchange for $5,609 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On October 6, 2022, the Company issued 245,000 shares of common stock to a note holder in exchange for $9,923 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Talos Victory Fund, LLC dated November 30, 2021.

On October 7, 2022, the Company issued 140,213 shares of common stock to a note holder in exchange for $5,609 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On October 12, 2022, the Company issued 265,000 shares of common stock to a note holder in exchange for $10,733 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Talos Victory Fund, LLC dated November 30, 2021.

On October 13, 2022, the Company issued 140,213 shares of common stock to a note holder in exchange for $5,609 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On October 17, 2022, the Company issued 315,000 shares of common stock to a note holder in exchange for $12,758 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Talos Victory Fund, LLC dated November 30, 2021.

On October 18, 2022, the Company issued 317,484 shares of common stock to a note holder in exchange for $12,699 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On October 24, 2022, the Company issued 310,000 shares of common stock to a note holder in exchange for $12,555 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Talos Victory Fund, LLC dated November 30, 2021.

On October 26, 2022, the Company issued 362,000 shares of common stock to a note holder in exchange for $14,661 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Talos Victory Fund, LLC dated November 30, 2021.

On October 26, 2022, the Company issued 317,484 shares of common stock to a note holder in exchange for $12,699 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On October 27, 2022, the Company issued 398,000 shares of common stock to a note holder in exchange for $15,920 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Blue Lake Partners, LLC, dated December 2, 2021.

On November 2, 2022, the Company issued 360,000 shares of common stock to a note holder in exchange for $14,580 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Talos Victory Fund, LLC dated November 30, 2021.

On November 3, 2022, the Company issued 317,484 shares of common stock to a note holder in exchange for $12,699 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On November 7, 2022, the Company issued 450,000 shares of common stock to a note holder in exchange for $18,225 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Talos Victory Fund, LLC dated November 30, 2021.

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. condensed consolidated financial statements and accompanying notes included elsewhere in this Report.

All references to years relate to the fiscal year ended December 31 of the particular year.

This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Part II. Other Information - Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022, filed with the Securities and Exchange Commission on ~~March~~June 299, ~~2022~~2023 (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.

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Effective on May 12, 2022, the Company affected a 1-for-60 reverse stock split of its issued and outstanding common stock by the filing of a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada (filed on May 6, 2022 and effective on May 12, 2022)(the “Reverse Stock Split”). The Reverse Stock Split has been retroactively reflected in the disclosures below. Also on May 6, 2022, a Second Amended and Restated designation of the Company’s Series A Preferred Stock was filed and became effective with the Secretary of State of Nevada, whereby, among other things, a 1,000-for-1 forward stock split of the outstanding Series A Preferred Stock of the Company was effected, which has also been retroactively reflected below.

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “American International”, “AMIH” and “American International Holdings Corp.” refer specifically to American International Holdings Corp. and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this Report only:

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

	●	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and

	●	“Securities Act” refers to the Securities Act of 1933, as amended.

Where You Can Find Other Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov and are available for download, free of charge, soon after such reports are filed with or furnished to the SEC, on our website at https://amihcorp.com/investors/. Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. Our website address is https://amihcorp.com. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.

Summary of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:

● Business of the Company and Recent Restructuring Events. Discussion of our business and recent events affecting us, to provide context for the remainder of MD&A. ● Plan of Operations. Discussion of our strategy moving forward and how we plan to seek to increase stockholder value. ● Results of Operations. An analysis of our financial results comparing the three and ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, and ~~2021~~2022. ● 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.

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Business of the Company and Recent Restructuring Events

The Company is ~~headquartered in Dallas, Texas and is~~ an investor, developer and asset manager with diversified assets across the ~~healthcare~~energy supply chain. The Company’s portfolio includes ~~encompasses~~Cycle aEnergy ~~51%~~that ~~interest in an accredited mail order pharmacy~~ currently ~~licensed~~owns ~~in 21 states~~ and aoperates ~~subscriber based~~three ~~primary~~vertically ~~care~~integrated ~~telemedicine platform, as well as its own proprietary life coaching platform. The Company also seeks opportunities to acquire and grow~~ businesses ~~that~~– ~~possess~~Cycle ~~strong~~Oil ~~brand values~~ and ~~that~~Cycle ~~can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders~~Services.

25The 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.

~~COVID-19~~The ~~Outlook~~Company intends to continue to grow its business both organically and through identifying acquisition targets over the next 12 months in the overall energy and oil and gas industry, funding permitting. As these opportunities arise, the Company will determine the best method for financing its growth which may include the issuance of additional debt instruments, common stock, preferred stock, or a combination thereof, any one or more of which may cause significant dilution to existing shareholders. The Company requires approximately $5 million to implement its current business strategy for its different subsidiaries and to support potential growth. We expect to raise funds in the future through the sale of debt and/or equity in order to allow us to operate for the next twelve months, and may need to raise further additional capital in order to expedite our growth through acquisitions, none of which are currently planned. There is no assurance that we will be successful in raising such funds and if we do raise funds, this may result in substantial dilution to current investors.

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 Scripts, LLC (51% owned by the Company).

Moving forward, economic recessions, including those brought on by the continued COVID-19 outbreak may have a negative effect on the demand for our services and our operating results. Any prolonged disruption to our operations or work force available is likely to have a significant adverse effect on our results of operations, cash flows and ability to meet continuing debt service requirements. All of the above may be exacerbated in the future as the COVID-19 outbreak and the governmental responses thereto continues.

Recent Restructuring Events

~~Mangoceuticals~~Cycle ~~Sale~~Energy Transactions

On ~~June~~February 1615, ~~2022~~2023, ~~Company~~we entered ~~and~~into ~~closed the transactions contemplated by~~ a ~~Stock~~Share ~~Purchase~~Exchange Agreement (the “~~SPA~~Exchange Agreement”), with ~~Cohen~~Cycle ~~Enterprises,~~Energy ~~Inc~~Corp., a Texas corporation (“~~Cohen~~Cycle ~~Enterprises~~Energy”), ~~which entity is owned~~ and ~~controlled~~Marble byTrital ~~Jacob D~~Inc. ~~Cohen~~, the ~~Chief Executive~~sole ~~Officer,~~shareholder ~~President and member~~ of ~~the~~Cycle ~~Board~~Energy ~~of Directors of the Company. Pursuant to the SPA, which was approved by the Board of Directors~~ (~~with Mr. Cohen abstaining) and~~ the Audit Committee of the Board of Directors, the Company sold 8,000,000 shares of the outstanding common stock of Mangoceuticals, which represented 80% of the then outstanding shares of common stock of Mangoceuticals, to Cohen Enterprises in consideration for $90,000, which was approximately the same amount that had been advanced to Mangoceuticals from the Company through the date of the SPA ($89,200“Shareholder”). ~~Cohen Enterprises also acquired the right to be repaid the $90,000 advanced from the~~ ~~Company~~The toShareholder ~~Mangoceuticals,~~is ~~from~~beneficially ~~Mangoceuticals, pursuant to the terms of the SPA. As a result of the closing of the SPA, Cohen Enterprises~~ owned ~~90%~~and ofcontrolled ~~Mangoceuticals (with the remaining 10% of Mangoceuticals being owned~~ by anMr. ~~unrelated~~Michael ~~third party)~~McLaren, ~~and~~ the Company’s ~~has~~newly ~~completely divested~~appointed ~~its~~Chief ~~interest~~Executive ~~in Mangoceuticals~~Officer.

~~EPIQ~~Pursuant MDto ~~Sale~~the Exchange Agreement, which closed on February 15, 2023 (the “Closing Date”), the Shareholder exchanged (the “Exchange”) 100% of the ownership of Cycle Energy in consideration for 1,000,000 shares of the Series A Preferred Stock of the Company (the “New Series A Shares”).

OnManagement’s ~~July~~intent 7,in ~~2022,~~entering weinto ~~entered~~the ~~into~~Exchange aAgreement ~~June~~was ~~30,~~to ~~2022~~develop ~~Equity~~a ~~Interest~~new ~~Purchase~~business ~~Agreement~~line (while maintaining the ~~“Purchase~~Company’s ~~Agreement”),~~existing ~~with~~operations. ~~Alejandro~~Management ~~Rodriguez~~of ~~and~~the ~~Pan-American~~Company ~~Communications~~believes ~~Services,~~that ~~S.A.~~by ~~(collectively~~bringing Cycle Energy under the Company’s umbrella, the ~~“Buyers”)~~Company ~~and~~will ~~our~~be ~~then~~able ~~wholly-owned~~to diversify ~~subsidiary,~~its ~~EPIQ~~operations ~~MD,~~and ~~Inc~~build a portfolio of core assets that can be strategically leveraged in various ways to accelerate the Company’s overall growth. With the Exchange Agreement, athere ~~Nevada~~will ~~corporation~~come ~~(“EPIQ~~an ~~MD”)~~expanded vision for the Company.

~~Pursuant~~Cycle toEnergy ~~the~~is Purchase Agreement, the Company sold 5,000,000 shares of common stock of EPIQ MD (the “Purchased Shares”), representing 100% of the then outstanding common stock of EPIQ MD, to the Buyers for an aggregate of $300,000, consisting of $150,000 of cash paid at closing and a ~~$150,000~~diversified ~~secured~~energy ~~promissory~~company ~~note~~based ~~entered~~in ~~into on June 30, 2022 (~~the ~~“Note”).~~state ~~The Purchase Agreement includes customary representations and warranties~~ of ~~the parties, confidentiality obligations of the parties, covenants, closing conditions and indemnification obligations of the parties, subject to certain deductibles~~Texas. The Company’s aggregate indemnification obligations under the Purchase Agreement are subject to a twelve-month limitation period, a $300,000 liability cap, and a $5,000 deductible, subject in each case to certain exclusions, and the Buyers have the right to offset any indemnification obligation not timely paid by the Company against the payments due pursuant to the Note and the Royalty Agreement (as discussed below).

~~The~~Conditions ~~transactions~~to ~~contemplated~~closing bythe Exchange included that the ~~Purchase~~Company must have entered into the Cohen Exchange Agreement ~~closed~~(defined onand ~~July~~discussed 7below); terminated the employment agreement of Jacob D. Cohen, ~~2022~~the Chief Executive Officer and ~~effective~~Chairman asof the Company; entered into a consulting agreement with Mr. Cohen; and entered into an indemnification agreement with Mr. Cohen, all of ~~June~~which 30occurred, ~~2022~~as discussed below.

26Additionally, the Exchange Agreement required the Company to invite two persons to join its Board of Directors at the recommendation of the Shareholder following the Closing Date, to fill the vacancies created by the resignation of two of the current members of the Company’s Board of Directors, which change in directors occurred. In addition, the Exchange Agreement required the Company’s then current officers to resign and new officers of the Company to be appointed at the direction of the Shareholder. Each of which appointments and resignations were completed.

AsOn ~~additional~~March ~~consideration for the sale of the Purchased Shares~~9, ~~the Company and EPIQ MD also entered into a Royalty Agreement dated June 30~~2023, ~~2022~~ and ~~entered~~effective ~~into~~ on ~~July~~February 715, ~~2022~~2023, (the ~~“Royalty~~date ~~Agreement”),~~of ~~pursuant to which~~ the ~~Company~~Exchange ~~is entitled to receive a 2.50% royalty interest~~Agreement, ~~calculated and payable on a quarterly basis, on~~ the ~~gross revenues of EPIQ MD’s telehealth business~~Company, ~~beginning~~ onCycle ~~January~~Energy ~~1, 2023~~ and ~~continuing until~~ the ~~earliest to occur of (i) the Company’s receipt of $900~~Shareholder,~~000 in aggregate royalty~~ ~~payments,~~entered ~~(ii)~~into ~~EPIQ MD’s exercise of~~ a ~~right~~First ofAmendment ~~first refusal~~ to ~~buy~~Share ~~out~~Exchange ~~the~~Agreement ~~Company’s royalty interest for $900,000~~ (~~or another~~the ~~mutually~~“First ~~agreed amount~~Amendment”), ~~following~~which amended the ~~Company’s~~Exchange ~~receipt of a bona fide third-party offer~~ Agreement to ~~purchase~~be ~~the~~effective ~~Company’s royalty~~February ~~interest~~15, ~~and (iii) December 31~~2023, ~~2026.~~instead ~~The Royalty Agreement also provides for EPIQ MD to have a right~~ of ~~first~~December ~~refusal to purchase the Company’s rights under the Royalty Agreement~~31, ~~in the event the Company chooses to sell such rights in the future~~2022.

The Note has a maturity date of September 30, 2022, and bears no interest unless an event of default occurs. Upon the occurrence of an event of default, the Note bears interest at a default rate of 18% per annum until paid in full. The Note was paid in full on September 29, 2022.23

~~In connection~~Table ~~with the Company’s divestment~~ of its interest in EPIQ MD, each of Mr. Rodriguez, and Mr. Verdie Bowen (the CEO and COO, respectively, of EPIQ MD), and certain other employees of the Company, executed separate release and termination agreements with the Company (the “Releases”). Pursuant to the Releases, each of Mr. Rodriguez, and Mr. Bowen terminated their respective Executive Employment Agreements with the Company dated as of January 21, 2021, without any severance or continuing obligations of the Company. Each release and termination agreement contains a mutual release of claims and mutual non-disparagement covenants. The Company agreed that all shares of Company common stock issued to each such releasing party which was previously subject to forfeiture would be deemed fully-earned upon the entry into such Releases. As a result, an aggregate of 83,334 shares of common stock previously subject to forfeiture became fully-vested.Contents

Also on February 15, 2023, and as a required condition to the closing of the Exchange Agreement, the Company and Jacob D. Cohen, the then Chairman and Chief Executive Officer of the Company, entered into an Exchange Agreement (the “Cohen Exchange Agreement”). Pursuant to the Cohen Exchange Agreement, Mr. Cohen exchanged all 1,000,000 shares of the Series A Preferred Stock of the Company which he held (the “Cohen Series A Shares”), with the Company (which Cohen Series A Shares were then cancelled, prior to being reissued to the Seller as New Series A Shares, as discussed above), for (a) all of the issued and outstanding membership interests held by the Company in Epiq Scripts, LLC, a Texas limited liability company (“Epiq Scripts”)(representing 51% of Epiq Scripts)(the “Epiq Scripts Interests”); (b) all cash payments paid to the Company in the future as a Royalty Payment (as defined in the Royalty Agreement (defined below)) pursuant to that certain Royalty Agreement dated June 30, 2022, by and between Epiq MD, Inc. a Nevada corporation (“Epiq MD”) and the Company (the “Royalty Agreement” and the “Royalty Payments”); (c) all proceeds that the Company receives from any sale of the equity of ZipDoctor, Inc., a Texas corporation (the “Zipdoctor Consideration”), which entity was subsequently sold effective in April 2023 (as discussed below); and (d) the rights to all debt owed to the Company from Epiq Scripts, in the amount of approximately $850,000 (the “Epiq Scripts Debt”).

The Cohen Exchange Agreement has an effective date of February 15, 2023, and the transactions contemplated by the Cohen Exchange Agreement closed on February 15, 2023.

As a result of the closing of the transactions contemplated by the Exchange Agreement and the Cohen Exchange Agreement, and effective on the Closing Date, February 15, 2023, the Shareholder, through ownership of all 1,000,000 of the outstanding Series A Preferred Stock shares, holds voting control over 60% of the Company’s outstanding voting shares, resulting in a change of control of the Company. Prior to the closing of the Cohen Exchange Agreement, Jacob D. Cohen held 1,000,000 shares of Series A Preferred Stock, which provided him voting control over 60% of the Company’s outstanding voting shares. The shares of Series A Preferred Stock held by the Shareholder are beneficially owned by Michael McLaren, its controlling shareholder owner and officer. As a result, Mr. McLaren, as a result of his control of the Shareholder, obtained control over the Company upon the closing of the transactions contemplated by the Exchange Agreement, as he obtained voting control over 60% of the Company’s outstanding voting stock due to his ownership of the New Series A Shares.

On February 15, 2023, we and Cycle Energy entered into a Consulting Agreement with Cohen Enterprises, Inc., which is owned by Mr. Cohen (“Cohen Enterprises”). Pursuant to the Consulting Agreement, Cohen Enterprises agreed to provide consulting and general business advisory services as reasonably requested by the Company during the term of the agreement, which was for six months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company agreed to pay $12,500 per month. The agreement contains customary confidentiality, non-solicitation provisions and Company indemnification obligations and further limits Cohen Enterprise’s liability under the agreement to $50,000, except for damages due to fraud, gross negligence or willful misconduct.

Effective on February 15, 2023, Jacob D. Cohen terminated his Employment Agreement with the Company dated January 12, 2022, in connection with his resignation as Chief Executive Officer of the Company and in consideration for $40,000.

ZipDoctor Sale

On March 17, 2023, the Company entered into a Stock Purchase Agreement with Cosmos Health Inc. (“Cosmos” and the “SPA”). Pursuant to the SPA, the Company agreed to sell Cosmos 100% of the outstanding shares of common stock of ZipDoctor, Inc., for $150,000. The transactions contemplated by the SPA closed on April 3, 2023. The SPA contained representations and warranties of the parties customary for a transaction of the size and type of the SPA and includes various indemnification obligations of the parties.

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Approval for Increase in Authorized Shares, Name Change and Reverse Stock Split

Effective on May 10, 2023, Marble Trital Inc., which entity is beneficially owned by Mr. Michael McLaren, our Chief Executive Officer and Chairman, due to his ownership of 100% of Marble Trital Inc. and his position as Chief Executive Officer thereof, the holder of 1,000,000 shares of the Company’s Series A Preferred Stock, representing 292,500,000 voting shares as of such date or 60.0% of the 487,500,000 total voting shares as of such date (the “Majority Shareholder”), executed a written consent in lieu of a special meeting of shareholders (the “Majority Shareholder Consent”), approving the following matters, which had previously been approved by the Board of directors of the Company on April 19, 2023, and had recommended that such matters be presented to the Majority Shareholder for its approval on the same date:

	●	the approval of the filing of a Certificate of Amendment to the Company’s Articles of Incorporation to affect a name change of the Company from “American International Holdings Corp.” to “Cycle Energy Corp.”;

	●	the filing of a Certificate of Amendment to the Company’s Articles of Incorporation to increase the Company’s authorized number of shares of Common Stock from 195 million shares to one billion 995 million shares; and

	●	the grant of discretionary authority for our Board of Directors, without further shareholder approval, to effect a reverse stock split of all of the outstanding common stock of the Company, by the filing of an amendment to our Articles of Incorporation with the Secretary of State of Nevada, in a ratio of between 1-for-10 and 1-for-1,000, with the Company’s Board of Directors having the discretion as to whether or not the reverse split is to be effected, and with the exact exchange ratio of any reverse split to be set at a whole number within the above range as determined by the Board of Directors in its sole discretion, at any time before April 19, 2024.

In accordance with Rule 14c-2 of the Exchange Act, the corporate actions will be effective no earlier than forty (40) days after the date notice of the internet availability of the Information Statement describing the above is first sent to shareholders, which we expect to be on or approximately June 24, 2023.

Plan of Operations

The Company intends to continue to grow its business both organically and through identifying acquisition targets over the next 12 months in the technology, health and wellness space, funding permitting. Specifically, the Company plans to continue to grow and expand its operations and further develop, market and advertise its mail order digital pharmacy business to direct-to-consumer telemedicine companies, and identify strategic acquisitions that complement the Company’s vision of building an ecosystem of healthcare and wellness related companies, funding permitting. As these opportunities arise, the Company will determine the best method for financing such acquisitions and growth which may include the issuance of additional debt instruments, common stock, preferred stock, or a combination thereof, all of which may result in significant dilution to existing shareholders and which funding may not be available on favorable terms, if at all.

Results of Operations

Revenues

We had revenues of $4850,414 for the three months ended ~~September~~March 3031, ~~2022~~2023, compared to revenues of $~~3,831~~0 for the three months ended ~~September 30,~~March ~~2021. We had revenues of $13~~31,~~452~~ ~~for the nine months ended September 30,~~ 2022~~, compared to revenues of $17,198, for the nine months ended September 30, 2021~~.

WeLease ~~recognized~~Operating 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, 2022, respectively, we recognized revenues of $48 and $13,404 in connection with membership income from ZipDoctor and EPIQ MD. During the three and nine months ended September 30, 2022, respectively, we recognized related parties revenues of $60,000 and $0 in connection with service income from EPIQ Scripts, the Company’s 51% owned subsidiary.Cost

27We had lease operating cost of $64,950 and $0 for the three months ended March 31, 2023 and 2022, respectively. Lease operating cost include costs related to the sale of oil, labor associated with the production of oil and the depletion on oil and gas wells.

~~Cost~~Lease operating cost as a percentage of ~~Revenues~~revenues was 129% and 0% for the three months ended March 31, 2023 and 2022, respectively. Lease operating cost as a percentage of revenue increased for the three months ended March 31, 2023, compared to the prior period in 2022, as a result of the revenues generated from the production of oil.

We had cost of revenues of $500 and $10,500 for the three months ended September 30, 2022 and 2021, respectively. We had cost of revenues of $6,320, for the nine months ended September 30, 2022, compared to cost of revenues of $25,738, for the nine months ended September 30, 2021. Cost of revenues includes a subscription to an online medical platform. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.

The cost of revenues in the three and nine months ended September 30, 2022, was primarily associated with the membership income from EPIQ MD, Inc.

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

Cost of revenues as a percentage of revenues was 1% and 274% for the three months ended September 30, 2022 and 2021 and 10% for the nine months ended September 30, 2022, compared to 150% for the nine months ended September 30, 2021. Cost of revenues as a percentage of revenue decreased for the three and nine months ended September 30, 2022, compared to the prior period in 2021, as a result of the revenues being generated from a different subsidiary.

Operating Expenses

General and administrative expenses were $~~384~~148,~~759~~113 and $~~592,283~~0 for the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021 and $2,081,267 and $6,344,163 for the nine months ended September 30,~~ 2022 ~~and 2021~~, respectively. The ~~decrease~~increase during the three months ended ~~September~~March 3031, ~~2022~~2023, compared to the prior three month period, was due primarily to consulting service expenses in ~~the amount of $40,578 and $194,814, for the three~~ ~~months ended September 30, 2022 and 2021, respectively, and advertising and marketing expenses in~~ the amount of $~~0 and $117~~100,~~939,~~000 for ~~the~~ ~~three months ended September 30, 2022 and 2021, respectively. The decrease for~~ the nine months ended September 30, 2022, compared to the prior nine month period, was primarily related to the decrease in stock-based compensation to $301,905 in 2022, from $4,183,390 in 2021; and the decrease in consulting service expenses to $391,194 from $575,210, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, respectively. The professional expenses incurred as a public company included legal expenses in the amount of $44,862 and $159,442 for the three months ~~and nine months~~ ended ~~September~~March 3031, 2022, respectively and the financial reporting, accounting and auditing compliance expenses incurred as a public company totalled $13,398 and $152,099, for the three months and nine months ended September 30, 2021, respectively 2023.

Other Income (Expenses)

During the three months ended ~~September~~March 3031, ~~2022~~2023, and 2021, we incurred interest expense of $78,333 and $19,621, respectively, of which $0 and $481, respectively, were recorded as imputed interest in connection with related party loans. During the nine months ended September 30, 2022, ~~and 2021,~~ we incurred interest expense of $~~230~~56,~~805~~875 and $~~139,003, respectively, of which $~~0 ~~and $1~~,~~497,~~ respectively~~, were recorded as imputed interest in connection with related party loans~~ .

Amortization of debt discount was $~~733~~59,~~122~~799 and $~~186,521~~0 during the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021; and $1,894,010 and $1,501,923 during the nine months ended September 30,~~ 2022 ~~and 2021~~, respectively .

WeChange ~~had~~in aderivative ~~loss~~liabilities ofwas $2147,~~060,973~~466 and ~~a gain of~~ $~~679,988~~0 during the three months ended ~~September~~March 3031, ~~2022,~~2023 and ~~2021, respectively, due to the change in derivative liabilities. We had a gain of $428,216 and a gain of $508,808 during the nine months ended September 30,~~ 2022, ~~and 2021,~~ respectively~~, due to the change in derivative liabilities~~. See also “Note 12 – 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.

We had a gain on disposition of subsidiaries of $400 and $0 for the three months ended September 30, 2022 and 2021, respectively, and $323,162 and $0 for the nine months ended September 30, 2022 and 2021, respectively. See also “Note 2 - Organization, Ownership and Business” and “Note 17 – Disposition of Subsidiaries” , to the notes to unaudited financial statements, for further information regarding these transactions.

We had a net settlement gain of $44,254 for the three months ended September 30, 2021, in connection with lease settlements, that occurred during the period.

We had a net settlement gain of $47,232 for the nine months ended September 30, 2022, in connection with lease settlements, and settlement gain in connection with the debt and equity settlement with two former officers, compared to a net settlement loss of $13,805 for the nine months ended September 30, 2021.

Discontinued operations

Customer traffic and demand at our VISSIA Waterway, Inc. and VISSIA McKinney MedSpa locations which were re-opened after mandatory closures associated with COVID-19 in June and August 2020, respectively, failed to rebound to pre-closure levels due to COVID-19 and the pandemic’s effects on the economy, and because we are unable to predict the length of the pandemic or ultimate outcome thereof, and further due to our limited capital resources, effective in October 2020, we made the decision to close both our VISSIA Waterway, Inc. and VISSIA McKinney locations and discontinued such operations. While such locations are closed, they are not generating any revenue. The continuing expenses, without corresponding revenues, may have a significant negative affect on our results of operations and cash flows. Separately, Legend Nutrition’s lease was up January 31, 2021, and the Company chose not to renew the lease, closed the store, and not continue in that line of business moving forward. During the fourth quarter of 2021, the Company chose to discontinue the operation of Capitol City Solution, Inc.

VISSIA Waterway, Inc., VISSIA McKinney LLC, Legend Nutrition, Capitol City Solution, Inc. (collectively referred to as “Discontinued Subsidiaries”) have been presented as discontinued operations in the accompanying consolidated financial statements for the three and nine months ended September 30, 2022, and 2021 , and are summarized below:

	Three Month Ended September, 30,
	2022			2021
Revenue	$	-		$	-
Cost of revenue		-			-
Gross profit		-			-
Operating expenses		(11,927	)		(31,675	)
Loss from operations		(11,927	)		(31,675	)
Other income (expenses)		-			213,180
Net loss	$	(11,927	)	$	181,505

	Nine Month Ended September, 30,
	2022			2021
Revenue	$	-		$	2,530
Cost of revenue		-			-
Gross profit		-			2,530
Operating expenses		(14,199	)		(46,208	)
Loss from operations		(14,199	)		(43,678	)
Other income (expenses)		-			213,179
Net loss	$	(14,199	)	$	169,501

	As of
	September 30, 2022		December 31, 2021
Assets of discontinued operations - current	$	-	$	-
Assets of discontinued operations - intangible	-		-
Assets of discontinued operations - non-current		-		14,199
Net liabilities of discontinued operations	$	4,948	$	112,199

Net Loss

We had a net loss ~~from continuing operations~~ of $3426,~~257,239,~~789 ~~or ($1.02) per common share~~ and a net loss ~~from continuing operations~~ of ~~$80,852~~ ~~or (~~$0~~.06)~~ ~~per~~during ~~common share, for~~ the three months ended ~~September~~March 3031, ~~2022 and 2021~~2023, ~~respectively. We had a net loss of $11,927 from discontinued operations~~ and ~~net gain of $181,505 from discontinued operations during the three months ended September 30,~~ 2022 ~~and 2021~~, respectively~~. The non-controlling interest for the three months ended September 30~~, ~~2022~~primarily ~~and~~due ~~2021 was a loss of~~to ~~$50,668~~the ~~and~~change ~~a loss of $0, respectively The increase~~ in ~~loss~~derivative ~~from~~liabilities. ~~continuing~~See ~~operations~~also ~~during~~“Note ~~the~~13 ~~three~~– ~~months~~Derivative ~~ended September 30~~Liabilities”, ~~2022,~~ ~~was mainly due~~ to the ~~loss~~notes into ~~change~~unaudited ~~in fair value of derivative liabilities associated with convertible debt and warrants, a~~financial ~~gain~~statements onincluded ~~forgiveness~~above offor ~~loan, and~~ a ~~gain~~more ondetailed ~~disposition~~discussion of ~~subsidiaries,~~gain ~~offset~~(loss) ~~by an increase~~ in ~~amortization~~derivative ofliabilities ~~debt~~which ~~discount~~is ~~and interest expense~~non-cash.

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~~We had~~Table ~~a net loss~~ of $3,400,340, or $(1.60) per share from continuing operations and a net loss of $14,199 or ($0.01) per share from discontinued operations during the nine months ended September 30, 2022, for a total net loss of $3,369,539 or $(1.58) per common share from continuing and discontinued operations. We had a net loss of $7,498,626, or $(6.21) per share from continuing operations and net income of $169,501 or $0.14 per common share from discontinued operations during the nine months ended September 30, 2021, totalling an aggregate of $7,329,125 or $(6.07) per common share in total net loss. The non-controlling interest for the three months ended September 30, 2022 and 2021 was a loss of $228,859 and a loss of $0, respectively. The decrease in net loss in 2022 was primarily attributable to non-cash expenses in connection with stock-based compensation, amortization of debt discount, the gain in change in derivative liabilities associated with outstanding convertible debt and warrants, a gain on forgiveness of loan, a gain on disposition of subsidiaries, reduction in amortization of debt discount and increased interest expense, and settlement gain in connection with the debt and equity settlement with two former officers. Contents

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2022,~~2023 and December 31, ~~2021~~2022, the Company had total assets of $~~318~~10,~~405~~260,508 and $~~1,231,445, respectively, including $~~0 ~~and $14~~,~~199~~ ~~of assets of discontinued operations,~~ respectively ~~and $165,024 and $1,209,807 of cash, respectively~~.

As of ~~September~~March ~~30, 2022, and December~~ 31, ~~2021~~2023, the Company had total liabilities of $68,~~408~~111,~~978~~522 and $50,~~100,557,~~ respectively, which consisted of accounts payable, accrued liabilities, accrued interest and accrued compensation in the totaling amount of $~~311~~678,~~435 and $252~~871,~~194,~~ ~~respectively, rights-of-use liability of $37,550 and $0, respectively,~~ convertible notes payable (net of discount) in the amount of $2,~~081~~886,~~070 and $396~~494,~~419~~ ~~and~~convertible ~~loans~~notes, ~~payable to~~ related ~~parties~~party in the amount of $~~110~~1,500,000, ~~and~~notes ~~$123,473~~payable ~~and~~to ~~non-~~related parties ~~(net of discount)~~ in the ~~amounts~~ amount of $75360,000, ~~and $75,000. We also had $4,948 and $112,199 of net liabilities~~ non-related toparties ~~discontinued operations as of September 30, 2022, and December 31, 2021. Derivative liability, as discussed~~ in ~~greater detail in “Note 12 – Derivative Liabilities”, to~~ the ~~notes~~amounts toof ~~unaudited financial statements included above, was~~ $3758,~~743,817~~800. ~~and~~As ~~$4,141,272, respectively as~~ of ~~September 30, 2022 and~~ December 31, ~~2021.~~202, ~~The~~the Company had ano ~~total stockholders’ deficit of 6,135,573 and $3,869,112 as of September 30, 2022, and December 31, 2021, respectively~~liabilities.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, net cash used in operating activities was $199,~~874~~992,~~132,~~ compared to net cash ~~used~~provided inby operating activities of $~~1,577,120~~0 for the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022. Negative cash flows from operating activities during the ~~nine months~~three months ended ~~September~~March 3031, ~~2022~~2023, were due primarily to the net loss of $3426,~~400,340,~~789 ~~together~~primarily ~~with~~offset aby ~~change in~~ derivative ~~liability~~expense of ~~$622,909~~ ~~and gain of disposal of assets of~~ $~~322~~147,~~762~~466, ~~partially offset by non-cash expenses, including~~ amortization of debt discount of $159,~~894,010,~~ 799 and ~~stock-based~~increase ~~compensation~~in accrued interest of $~~391~~56,~~824~~814. ~~Negative~~During ~~cash flows from operating activities during~~ the three ~~nine~~ months ended ~~September 30,~~March ~~2021~~31, ~~were due primarily to the net loss of $7~~2022,~~498,626,~~ ~~together~~we ~~with~~had ano ~~change~~operating 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 expenses of $1,271,088, loss on loans settlement of $59,304 and in process research and development of $601,852activities.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, we had ~~net~~ cash ~~provided~~received in ~~investing~~reverse ~~activities~~acquisition of $~~314,173~~159 and $100,~~000,~~ respectively~~. For the nine months ended September 30~~, ~~2022,~~for ~~net cash provided in~~ investing activities ~~included proceeds from the disposition of Mangoceuticals, Inc~~. ~~of $85,753 and net cash inflow from disposition of EPIQ, Inc. of $297,877, offset by $69,457 of capital expenditures for property and equipment.~~

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022,~~2023 and ~~2021~~2022, ~~net~~we ~~cash~~had ~~flows provided by financing activities were~~ $~~515~~100,~~176~~000 and $10,~~654,336,~~ respectively, ~~primarily~~ ~~attributable~~resulting ~~to the proceeds~~ from ~~notes~~payments ~~payable~~on tocapital ~~related parties and non-related parties during the respective periods~~leases, ~~offset by~~for ~~repayments~~financing ~~of such borrowings~~activities. We had proceeds of $0 from related party borrowings and proceeds of $519,968 from non-related party borrowings in the nine months ended September 30, 2022, compared to proceeds of $59,820 and $1,919,000, respectively, in the nine months ended September 30, 2021. We made repayments of $32,984 of related party borrowings and repayments of $377,500 of non-related party borrowings in the nine months ended September 30, 2021, compared to repayments of $4,742, in the nine months ended September 30, 2022. We had proceeds of $100,000 from sales of stock in 2021 (which shares of stock were sold in connection with our Regulation A offering).

We had cash of $~~165,024~~167 and a working capital deficit of $67,~~197~~050,~~235,~~007 as of ~~September~~March 3031, ~~2022~~2023. On a short-term basis, we will beneed ~~required~~ to raise a significant amount of additional funds over the next 12 months to sustain operations and pay outstanding liabilities. On a long-term basis, we will need to raise capital to grow and develop our business.

On March 28, 2022, we repaid Jacob Cohen, our Chief Executive Officer and director, $50 which was advanced in the amount of $50 by Mr. Cohen, which loan was payable on demand and non-interest bearing. As of the filing of this Report, we owe Mr. Cohen an aggregate of $0 related to this short term advance.

It is likely that we will require significant additional financing within the next 12 months and if we are unable to raise the needed funds on an acceptable basis, we may be forced to cease or curtail operations.

Additional information regarding the Company’s (a) accrued compensation for related parties can be found in “Note 98 – Accrued Compensation for Related Parties”; (b) convertible notes payable and notes payable can be found in “Note 109 – Convertible Notes Payable” and “Note 11 – Notes Payable”, respectively; (c) related party convertible notes payable and notes ~~loans~~payable can be found in “Note 1110 – ~~Loans~~Convertible ~~from~~Notes Payable - Related Parties” and “Note 12 – Notes Payable - Related Parties”, respectively; and (d) derivative liabilities can be found in “Note 12 13 – Derivative Liabilities”; in the notes to ~~unconsolidated~~unaudited condensed consolidated financial statements included herein.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. See “Note 1 – Summary of Significant Accounting Policies” to the ~~audited~~ financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data”~~, of our Annual Report on Form 10-K for the year ended December 31, 2021~~. ~~There have been no material changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2021.~~

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established and maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed with the SEC pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer/principal financial/accounting officer), to allow timely decisions regarding required disclosures.

Management, with the participation of our Chief Executive Officer (principal executive officer/principal financial/accounting officer), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Report. As of ~~September~~March 3031, ~~2022~~2023, based on the evaluation of these disclosure controls and procedures, and in light of the material weakness we found in our internal controls over financial reporting as of December 31, ~~2021~~2022 (as described in greater detail in our annual report on Form 10-K for the year ended December 31, ~~2021~~2022), 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~~March 3031, ~~2022~~2023, 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.

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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 Condensed Consolidated Financial Statements under “Note 15 14 – Commitments and Contingencies”. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.

Additionally, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022, filed with the Commission on ~~March~~June 299, ~~2022~~2023 (the “Form 10-K”), under the heading “Risk Factors”, which are incorporated by reference herein, except as set forth below, and investors should review the risks provided in the Form 10-K and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K for the year ended December 31, ~~2021~~2022, under “Risk Factors”, and below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

The risk factors relating to and discussing risks associated with EPIQ MD, Inc. and Mangoceuticals, Inc. are no longer relevant as we no longer hold an interest in such entities.

The risk factor entitled “We have various outstanding convertible notes which are convertible into shares of our common stock at a discount to market.” from the Form 10-K is replaced and superseded by the following:

We have various outstanding convertible notes which are convertible into shares of our common stock at a discount to market.

As of ~~September~~December 3031, 2022, we owed ~~approximately~~no ~~$2,897,670 under various~~ convertible promissory notes and as of the date of this Report we owe approximately $2,~~897~~886,~~670~~494 (net of debt discount of $241,985) under various convertible promissory notes, many of which are in default. The conversion prices of the convertible notes are based on a discount to the market value of our common stock, subject in many cases to adjustments to the conversion prices upon defaults and anti-dilution and other rights which may result in such conversion prices declining (~~see~~please ~~also See also~~ see “Note 13 – Derivative Liabilities”, to the notes to ~~unaudited~~condensed consolidated financial statements included ~~above~~herein under “Item 8. Financial Statements and Supplementary Data”). While no conversion of the notes can occur until we increase our authorized but unissued shares of common stock (or affect the planned reverse stock split), we expect additional conversions and sales to begin occurring shortly after we are able to increase our authorized but unissued shares of common stock. 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.~~

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~~The below~~Table ~~are~~of ~~new risk factors not included in the Form 10-K:~~Contents

We are contemplating starting a process to explore a corporate restructuring.

The Company is contemplating pursuing a corporate restructuring which may include, among other things, a merger, acquisition, or divestiture of certain of the Company’s assets or subsidiaries. The Company does not currently have any plans to go private or cease filing reports with the Securities and Exchange Commission. As part of the corporate restructuring, the Company may seek to divest its healthcare related subsidiaries which may include any or all of the equity or assets of the following owned by the Company: EPIQ Scripts, LLC (51% owned by the Company), LifeGuru, Inc., and ZipDoctor, Inc. Such divestiture may be to a third party or an affiliate of the Company, on arms-length terms. No definitive agreements have been entered into to date and the ultimate terms of any such agreement(s), if any, are currently unknown. The Company may be unable to complete a corporate restructuring timely, on favorable terms, or at all, and may not be able to obtain required consents and approvals for such a transaction. The outcome of this process may result in the liquidation of the above-named subsidiaries or their assets for significantly less than we paid to acquire or develop them, the write-off of prior expenses incurred in connection with the development of such assets or such assets, and may have a material adverse effect on our results of operations and liquidity. Notwithstanding the above, the Board of Directors will seek to maximize the value of such assets and operations to the extent possible. We may also be unable to complete a corporate restructuring, which may result in us failing to generate any significant revenues and being forced to seek bankruptcy protection.

Separately, we have had discussions with various parties seeking to merge and/or combine with us. While we have not entered into any definitive agreements or understandings with any such parties to date, in the event that we do enter into a business combination in the future, our majority stockholders may change and new shares of common stock or preferred stock could be issued resulting in substantial dilution to our then current stockholders. As a result, our new majority stockholders may change the composition of our Board of Directors and replace our current management. Any combination or sale transaction may also result in a change in our business focus. We have not entered into any combination agreements as of the date of this filing and may not enter into such agreements in the future. Any future material combination may have a material effect on our operations, cash flows, results of operations, prospects, plan of operations, the quotation of our common stock on the OTCQB Market, our officers, directors and majority stockholders, and the value of our securities. We may also be subject to material payments or penalties under outstanding agreements in the event of the consummation of a transaction similar to the above.

The issuance of common stock upon conversion of our outstanding Series A Convertible Preferred Stock will cause immediate and substantial dilution to existing shareholders.

As of the date of this Report, we ~~had~~have 1,000,000 outstanding shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”), all of which were held by ~~Jacob~~Michael ~~D. Cohen~~McLaren, the Chief Executive Officer and director of the Company. Each holder of Series A Preferred Stock may, at its option, convert its shares of Series A Preferred Stock (each a “Series A Conversion”) into that number of shares of common stock equal to the holder’s pro rata share of all Series A Preferred Stock then issued and outstanding, multiplied by (i) 60%, minus the aggregate percentage of the Company’s outstanding common stock previously converted by holders of the Series A Preferred Stock, through such applicable date (the “Remaining Percentage”)(for example, if prior to the applicable date of determination, shares of Series A Preferred Stock have been converted into 3% of the outstanding shares of common stock as of such date of determination, the ~~Series~~Remaining APercentage ~~Preferred Stock~~ would, ~~in aggregate,~~ be ~~convertible into~~ 57% ~~of the then outstanding shares of common stock of the Company~~), multiplied by (ii) the outstanding shares of our common stock ~~outstanding~~as ~~immediately~~of ~~after~~the ~~such~~applicable ~~conversion~~date of determination, divided by 0.40, divided by (iii) the total number of shares of Series A Preferred Stock then outstanding. No individual conversion by any individual holder shall be in an amount greater than 9.99% of the outstanding common stock of the Company on the date on which the holder delivers notice of such conversion to the Company (the “Individual Conversion Limitation”). The result of the above, is that such Series A Preferred Stock is convertible into 60% of the Company’s outstanding common stock (on a post-conversion basis, i.e., 150% of the Company’s outstanding common stock on a pre-conversion basis) currently. ~~The~~For ~~conversion~~example, based on 195,000,000 total outstanding shares of common stock, the Series A Preferred Stock has the right to convert into ~~common~~= ~~stock~~195,000,000 ofshares, ~~the Company~~divided ~~will~~by ~~cause~~0.40 ~~substantial~~= ~~dilution~~487,500,000 toshares, ~~the~~multiplied ~~then~~by ~~holders~~60% of= ~~our~~292,500,000 total shares of common stock (which is also the total voting rights associated with the Series A Preferred Stock).

33No individual conversion by any individual holder shall be in an amount greater than 9.99% of the outstanding common stock of the Company on the date on which the holder delivers notice of such conversion to the Company (the “Individual Conversion Limitation”). The result of the above, is that such Series A Preferred Stock is convertible into 60% of the Company’s outstanding common stock (on a post-conversion basis, i.e., 150% of the Company’s outstanding common stock on a pre-conversion basis) currently. The conversion of the Series A Preferred Stock into common stock of the Company will cause substantial dilution to the then holders of our common stock.

For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to the Remaining Percentage of the total vote (the “Total Series A Vote”). For example, if there are 195,000,000 shares of the Company’s common stock issued and outstanding at the time of a shareholder vote, and the Remaining Percentage is 60%, the holders of the Series A Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 292,500,000 shares, out of a total number of 487,500,000 shares voting. All Series A Shares shall vote together with the common stock on all shareholder matters as its own voting class.

The issuance and sale of common stock upon conversion of the convertible notes may depress the market price of our common stock.

If sequential conversions of the convertible notes and sales of such converted shares take place, the price of our common stock may decline, and as a result, the holders of the convertible notes will be entitled to receive an increasing number of shares in connection with conversions, which shares could then be sold in the market, triggering further price declines and conversions for even larger numbers of shares, to the detriment of our investors. The shares of common stock which the convertible notes are convertible into may be sold without restriction pursuant to Rule 144. As a result, the sale of these shares may adversely affect the market price, if any, of our common stock.

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The issuance of common stock upon conversion of our outstanding convertible notes will cause immediate and substantial dilution.

The issuance of common stock upon conversion of the convertible notes will result in immediate and substantial dilution to the interests of other stockholders since the holders of the convertible notes may ultimately receive and sell the full number of shares issuable in connection with the conversion of such convertible notes. Although certain of the convertible notes may not be converted if such conversion would cause the holders thereof to own more than 4.99% or 9.99% of our outstanding common stock, this restriction does not prevent the holders of the convertible notes subject to such restrictions from converting some of their holdings, selling those shares, and then converting the rest of its holdings, while still staying below the 4.99%/9.99% limit. In this way, the holders of the convertible notes could sell more than any applicable ownership limit while never actually holding more shares than the applicable limits allow. If the holders of the convertible notes choose to do this, it will cause substantial dilution to the then holders of our common stock.

We currently have no authorized but unissued shares of common stock.

We have authorized capital stock consisting of 195,000,000 shares of common stock, $0.0001 par value per share. As of the date of this filing, we had 195,000,000 shares of common stock outstanding and no shares of common stock available for future issuance. However, effective on May 10, 2023, our majority shareholder approved the filing of a Certificate of Amendment to the Company’s Articles of Incorporation to increase the Company’s authorized number of shares of Common Stock from 195 million shares to one billion 995 million shares, which cannot be effective until any earlier than June 24, 2023. In the short term we believe that the cap on our outstanding shares may be a positive as it will limit the future dilution to existing shareholders as a result of the conversion of outstanding convertible notes; however, in the long term, until such time as we are able to increase our authorized shares of common stock, we anticipate that such limit may negatively affect our ability to undertake transactions which may be accretive to shareholder value. For example, until such time as our authorized shares of common stock are increased, we will not be able to use our common stock as consideration for any acquisitions. Furthermore, we will not be able to sell equity or convertible debt to raise funding or issue share-based compensation to officers, directors, employees, or consultants. All of the above may negatively affect our revenues and results of operations and cause the value of our common stock to decline in value or become worthless.

The issuance of common stock upon the increase in our authorized shares will cause immediate and substantial dilution.

Following the increase in our authorized but unissued shares of common stock as discussed above, we expect to issue an additional significant number of shares of common stock in consideration for compensation, upon conversion of outstanding convertible securities, and for other consideration as approved by the Board of Directors of the Company. Such issuances are expected to result in immediate and substantial dilution to the interests of other stockholders.

The issuance and sale of common stock upon conversion of our outstanding Series A Preferred Stock may depress the market price of our common stock.

If conversions of our outstanding Series A Preferred Stock and sales of such converted shares take place, the price of our common stock may decline. In addition, the common stock issuable upon conversion of our outstanding Series A Preferred Stock may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of the company’s stock will decrease, and any additional shares which shareholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb converted shares sold by the holder of the Series A Preferred Stock, then the value of our common stock will likely decrease.

The continuously adjustable conversion price feature of the convertible notes could require us to issue a substantially greater number of shares, which may adversely affect the market price of our common stock and cause dilution to our existing stockholders.

Our existing stockholders will experience substantial dilution upon any conversion of the convertible notes. The convertible notes are convertible into shares of common stock at a conversion price equal to a discount to the market value of our common stock as described above. As a result, the number of shares issuable could prove to be significantly greater in the event of a decrease in the trading price of our common stock, which decrease would cause substantial dilution to our existing stockholders. As sequential conversions and sales take place, the price of our common stock may decline, and if so, the holders of the convertible notes would be entitled to receive an increasing number of shares, which could then be sold, triggering further price declines and conversions for even larger numbers of shares, which would cause additional dilution to our existing stockholders and would likely cause the value of our common stock to decline.

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We could face significant penalties for our failure to comply with the terms of our outstanding convertible notes.

Our various convertible notes contain positive and negative covenants and customary events of default including requiring us in many cases to timely file SEC reports. In the event we fail to timely file our SEC reports in the future, or any other events of defaults occur under the notes, we could face significant penalties and/or liquidated damages and/or the conversion price of such notes could be adjusted downward significantly, all of which could have a material adverse effect on our results of operations and financial condition, or cause any investment in the Company to decline in value or become worthless.

Certain of our outstanding warrants to purchase shares of common stock and convertible note contain anti-dilution rights and favored nation rights, and certain of our securities purchase agreements include favored nations rights.

We have outstanding warrants to purchase 387,560 shares of common stock which were originally granted with exercise prices at $0.004 per share, include anti-dilution and favored nations rights. Pursuant to such rights, subject to certain exceptions, in the event we issued securities below the then exercise price, the exercise price of the warrants is reduced to the lower of such dilutive issuance or the volume weighted average price (VWAP) of our common stock on the next trading day following the first public disclosure of such dilutive issuance, subject to certain exceptions which may reduce such exercise price further in certain cases, including the issuance of units. Certain of these warrants also include anti-dilution rights which provides for a reduction of the exercise price to match the price per share of any dilutive issuance made while the warrant is outstanding, subject to certain exceptions.

Pursuant to the Greentree Financial Group, Inc. (“GreenTree”) convertible note, if at any time while the note is outstanding, the Company grants, issues or sells any common stock, options to purchase common stock, securities convertible into common stock or rights relating to common stock (the “Purchase Rights”) to any person, entity, association, or other organization other than GreenTree, at a price per share less than the conversion price then in effect, then the conversion price is automatically reduced to match the price per share of the Purchase Rights.

If in the future we issue securities at prices less than the warrant exercise price or note conversion price, the exercise price of the warrants and conversion price of the notes will be reduced to such lower amount. Certain of such warrants also include favored nations provisions which could be triggered in the future and could materially change the terms of the warrants. In the event any anti-dilution or favored nations provisions of the warrants or convertible note are triggered, it may cause the terms of such warrants or convertible note to be materially amended in favor of the holders thereof, cause significant dilution to existing shareholders, and otherwise have a material adverse effect on the Company.

Our outstanding convertible promissory notes include favored nations rights.

All of our outstanding convertible promissory notes include provisions which provide that, so long as such notes are outstanding, upon any issuance by the Company (or under certain notes, any of its subsidiaries) of any security, or amendment to a security that was originally issued, with any term that the holder of such note reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the holder reasonably believes was not similarly provided to the holder in such note, then at the option of the holder, such term may become part of the holder’s notes. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest rates, and original issue discounts. Such favored nations provisions could be triggered in the future and could materially change the terms of the notes. In the event any favored nations provisions of the notes are triggered, it may cause the terms of such notes to be materially amended in favor of the holders thereof, cause significant dilution to existing shareholders, and otherwise have a material adverse effect on the Company.

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The issuance and sale of common stock upon exercise of warrants may cause substantial dilution to existing stockholders and may also depress the market price of our common stock.

As of the date of this Report, we had a total of 387,560 warrants outstanding, of which a) 120,834 warrants have an exercise price of $0.004 per share and mature on January 6, 2026, b) 44,502 warrants have an exercise price of $0.004 per share and mature on June 24, 2026, and c) 222,224 warrants mature between November 23, 2026 and December 2, 2026 and have an exercise price equal to either i) in the event of the Company’s listing on a national exchange by May 23, 2022, at a price equal to 120% of the offering price upon uplisting, or ii) $0.004 per share. The warrants contain provisions limiting each holder’s ability to exercise the warrants if such exercise would cause the holder’s (or any affiliate of any such holder) holdings in the Company to exceed 9.99% of the Company’s issued and outstanding shares of common stock (4.99% in connection with the Warrants). The ownership limitation does not prevent such holder from exercising some of the warrants, selling those shares, and then exercising the rest of the warrants, while still staying below the 9.99% limit (4.99% in connection with the Warrants). In this way, the holders of the warrants could sell more than this limit while never actually holding more shares than this limit allows. If the holders of the warrants choose to do this, it will cause substantial dilution to the then holders of our common stock.

If exercises of the warrants and sales of such shares issuable upon exercise thereof take place, the price of our common stock may decline. In addition, the common stock issuable upon exercise of the warrants may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of the company’s stock will decrease, and any additional shares which shareholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by the warrant holders, then the value of our common stock will likely decrease.

We currently owe a significant amount of money under our outstanding convertible notes.

As of the date of this Report, we owe approximately $2,886,494 under outstanding convertible and non-convertible promissory notes. We do not have sufficient funds to repay such notes and if we are unable to raise additional funds in the future to repay such amounts, which may not be available on favorable terms, if at all, such failure could have a material adverse effect on our financial condition or results of operations and cause any investment in the Company to decline in value or become worthless.

We have been and may continue to be negatively impacted by inflation.

Increases in inflation have had an adverse effect on us. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies, and geopolitical instability, including the ongoing conflict between the Ukraine and Russia. Continuing increases in inflation, have in the past, and could in the future, impact our costs of labor and services and the margins we are able to realize on our services, all of which could have an adverse impact on our business, financial position, results of operations and cash flows. Inflation has also resulted in higher interest rates, which in turn raises our cost of debt borrowing.

Our industry and the broader US economy have experienced higher than expected inflationary pressures in the first three quarters of 2022, related to continued supply chain disruptions, labor shortages and geopolitical instability. Should these conditions persist, our business, results of operations and cash flows could be materially and adversely affected.

The first three quarters of 2022 have seen significant increases in the costs of labor and certain materials and equipment, and longer lead times for such materials and equipment, as a result of availability constraints, supply chain disruption, increased demand, labor shortages associated with a fully employed US labor force, high inflation and other factors. Supply and demand fundamentals have been further aggravated by disruptions in global energy supply caused by multiple geopolitical events, including the ongoing conflict between Russia and Ukraine. Recent supply chain constraints and inflationary pressures may in the future adversely impact our operating costs, as a result, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

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Economic uncertainty may affect our access to capital and/or increase the costs of such capital.

Global economic conditions continue to be volatile and uncertain due to, among other things, consumer confidence in future economic conditions, fears of recession and trade wars, the price of energy, fluctuating interest rates, the availability and cost of consumer credit, the availability and timing of government stimulus programs, levels of unemployment, increased inflation, tax rates, and the war between Ukraine and Russia which began in February 2022. These conditions remain unpredictable and create uncertainties about our ability to raise capital in the future. In the event required capital becomes unavailable in the future, or more costly, it could have a material adverse effect on our business, results of operations, and financial condition.

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

There have been no sales of unregistered securities during the quarter ended ~~September~~March 3031, ~~2022~~2023 and from the period from ~~October~~January 1, ~~2022~~2023 to ~~the~~ the filing date of this Report, which have not previously been disclosed in a Current Report on Form 8-K, except as set forth below:

InFrom ~~the~~January ~~second~~5, ~~quarter~~2023 ofthrough ~~2022~~February 8, 2023, the Company ~~issued~~converted ~~301,866~~a ~~common~~total ~~shares~~of to$457,952 ~~investors~~of inits ~~exchange~~outstanding ~~for~~convertible ~~$69~~debt into 119,~~476~~398,125 shares of ~~principal~~common stock and ~~accrued~~at ~~interest owed~~various ~~under~~prices ~~the~~per ~~terms~~share ~~and~~of ~~conditions~~common ofstock ~~convertible~~ranging ~~notes~~from as$0.0063 ~~issued~~to $.0023 per share.

On July 1, 2022, the Company issued 80,920 shares of common stock to a note holder in exchange for $16,693 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On July 8, 2022, the Company issued 80,920 shares of common stock to a note holder in exchange for $11,328 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On July 12, 2022, the Company issued 104,286 shares of common stock to a note holder in exchange for $9,855 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Quick Capital, LLC, dated June 24, 2021.

On July 13, 2022, the Company issued 80,920 shares of common stock to a note holder in exchange for $11,328 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On July 18, 2022, the Company issued 113,000 shares of common stock to a note holder in exchange for $15,820 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Talos Victory Fund, LLC dated November 30, 2021.

On July 21, 2022, the Company issued 80,920 shares of common stock to a note holder in exchange for $11,328 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On July 25, 2022, the Company issued 119,194 shares of common stock to a note holder in exchange for $16,687 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Blue Lake Partners, LLC, dated December 2, 2021.

On August 4, 2022, the Company issued 124,378 shares of common stock to a note holder in exchange for $10,000 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Quick Capital, LLC, dated June 24, 2021.

On August 9, 2022, the Company issued 80,920 shares of common stock to a note holder in exchange for $6,506 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On August 9, 2022, the Company issued 135,000 shares of common stock to a note holder in exchange for $10,854 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Talos Victory Fund, LLC dated November 30, 2021.

On August 19, 2022, the Company issued 140,213 shares of common stock to a note holder in exchange for $11,273 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On August 19, 2022, the Company issued 130,000 shares of common stock to a note holder in exchange for $10,452 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Talos Victory Fund, LLC dated November 30, 2021.

On August 22, 2022, the Company issued 152,628 shares of common stock to a note holder in exchange for $6,809 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Quick Capital, LLC, dated June 24, 2021.

On September 6, 2022, the Company issued 140,213 shares of common stock to a note holder in exchange for $5,609 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On September 6, 2022, the Company issued 165,000 shares of common stock to a note holder in exchange for $13,266 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Talos Victory Fund, LLC dated November 30, 2021.

On September 12, 2022, the Company issued 175,000 shares of common stock to a note holder in exchange for $7,088 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Blue Lake Partners, LLC, dated December 2, 2021.

On September 16, 2022, the Company issued 185,000 shares of common stock to a note holder in exchange for $7,493 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Talos Victory Fund, LLC dated November 30, 2021.

On September 16, 2022, the Company issued 140,213 shares of common stock to a note holder in exchange for $5,609 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On September 22, 2022, the Company issued 140,213 shares of common stock to a note holder in exchange for $5,609 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On September 28, 2022, the Company issued 225,000 shares of common stock to a note holder in exchange for $9,113 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Talos Victory Fund, LLC dated November 30, 2021.

September 28, 2022, the Company issued 140,213 shares of common stock to a note holder in exchange for $5,609 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On September 30, 2022, the Company issued 245,000 shares of common stock to a note holder in exchange for $9,923 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Talos Victory Fund, LLC dated November 30, 2021.

On October 24, 2022, the Company issued 310,000 shares of common stock to a note holder in exchange for $12,555 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Talos Victory Fund, LLC dated November 30, 2021.

On October 26, 2022, the Company issued 362,000 shares of common stock to a note holder in exchange for $14,661 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note as issued to Talos Victory Fund, LLC dated November 30, 2021.

On November 9, 2022, the Company issued 317,484 shares of common stock to a note holder in exchange for $12,699 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Mast Hill Fund, LP, dated November 22, 2021.

On November 9, 2022, the Company issued 475,000 shares of common stock to Sultan Haroon who serves as the Director of Business Operations for Epiq Scripts as a bonus for services rendered to date. The shares were valued at $.02 per share, or $9,500.

On November 9, 2022, the Company issued 475,000 shares of common stock to Maja Matthews who serves as the Director of Business Development for Epiq Scripts as a bonus for services rendered to date. The shares were valued at $.02 per share, or $9,500.

On November 9, 2022, the Company issued 200,000 shares of common stock to Justin Baker who serves as a pharmacy technician for Epiq Scripts as a bonus for services rendered to date. The shares were valued at $.02 per share, or $4,000.

On November 9, 2022, the Company issued 200,000 shares of common stock to John Helfrich who serves as the Pharmacist in Charge for Epiq Scripts as a bonus for services rendered to date. The shares were valued at $.02 per share, or $4,000.

On November 12, 2022, the Company issued 550,000 shares of common stock to a note holder in exchange for $22,000 of accrued and unpaid interest owed under the terms and conditions of that certain 10% convertible promissory note issued to Blue Lake Partners, LLC, dated December 2, 2021.

On November 12, 2022, the Company issued 470,000 shares of common stock to a note holder in exchange for $5,640 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to FirstFire Global Opportunities Fund, LLC, dated June 24, 2021.

On November 14, 2022, the Company issued 550,011 shares of common stock to a note holder in exchange for $6,200 of principal and interest owed under the terms and conditions of that certain 6% convertible promissory note issued to Quick Capital, LLC, dated June 24, 2021.

* * * * * * *

We claim an exemption from registration afforded by Section 3(a)(9) of the Securities Act, for the above conversions, as the securities were exchanged by the Company with its existing security holders exclusively in transactions where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

On September 14, 2022, the Company issued 300,000 shares of common stock to GreenTree Financial Group, Inc. in connection with an addendum to a service agreement for consulting services related to accounting and financial reporting. The shares were issued at $0.04 per share, or a total of $12,000.

We claim an exemption from registration for the issuance above pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act, since the foregoing issuance did not involve a public offering, the recipient was an “accredited investor”, and the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities sold 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

		Incorporated by Reference	~~Incorporated by Reference~~				Filed/
Exhibit No.	Description		Form	File No.	Exhibit	Filing Date	~~Filed/~~ Furnished Herewith
2.1+	Share Exchange Agreement dated February 15, 2023, by and among American International Holdings Corp.; Cycle Energy Corp.; and Marble Trital, Inc.		8-K	000-50912	2.1	3/27/2023
2.2	First Amendment to Share Exchange Agreement dated March 9, 2023 and effective February 15, 2023, by and among American International Holdings Corp.; Cycle Energy Corp.; and Marble Trital, Inc.		8-K	000-50912	2.2	3/27/2023
2.3	Exchange Agreement dated February 15, 2023, by and between Jacob D. Cohen and American International Holdings Corp.		8-K	000-50912	2.3	3/27/2023
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(iii)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
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	Certificate of Amendment to Articles of Incorporation of American International Holdings Corp. (1-for-60 Reverse Stock Split of Common Stock) filed with the Nevada Secretary of State on May 6, 2022, and effective May 13, 2022		8-K	000-50912	3.1	5/12/2022
3.9	Second Amended and Restated Certificate of Designations of American International Holdings Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock, filed with the Secretary of State of Nevada on May 6, 2022		8-K	000-50912	3.2	5/12/2022
3.10	Certificate of Amendment to Articles of Incorporation of American International Holdings Corp. (1-for-60 Reverse Stock Split of Common Stock) filed with the Nevada Secretary of State on May 6, 2022, and effective May 13, 2022		8-K	000-50912	3.1	5/12/2022
3.11	Second Amended and Restated Certificate of Designations of American International Holdings Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock, filed with the Secretary of State of Nevada on May 6, 2022		8-K	000-50912	3.2	5/12/2022
3.12	Certificate of Correction to the Second Amended and Restated Certificate of Designations of American International Holdings Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock, filed with the Secretary of State of Nevada on May 18, 2023		8-K	000-50912	3.1	5/23/2023

3833

3.9	Second Amended and Restated Certificate of Designations of American International Holdings Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock, filed with the Secretary of State of Nevada on May 6, 2022	8-K	000-50912	3.2	5/12/2022
3.10	Certificate of Amendment to Articles of Incorporation of American International Holdings Corp. (1-for-60 Reverse Stock Split of Common Stock) filed with the Nevada Secretary of State on May 6, 2022, and effective May 13, 2022	8-K	000-50912	3.1	5/12/2022
3.11	Second Amended and Restated Certificate of Designations of American International Holdings Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock, filed with the Secretary of State of Nevada on May 6, 2022	8-K	000-50912	3.2	5/12/2022
3.12	Bylaws of Unlimited Coatings Corporation	10-SB/12G	000-50912	3(ii)	8/18/04
10.1	Securities Purchase Agreement between 1800 Diagonal Lending LLC and American International Holdings Corp., dated May 13, 2022, effective May 16, 2022	8-K	000-50912	10.1	5/20/2022
10.2	$137,500 Convertible Promissory Note between 1800 Diagonal Lending LLC and American International Holdings Corp., dated May 13, 2022, effective May 16, 2022	8-K	000-50912	10.2	5/20/2022
10.3***	Stock Purchase Agreement between American International Holdings Corp. and Cohen Enterprises, Inc., dated June 16, 2022	8-K	000-50912	10.1	6/23/2022
10.4	Securities Purchase Agreement between 1800 Diagonal Lending LLC and American International Holdings Corp., dated June 17, 2022, effective June 16, 2022	8-K	000-50912	10.2	6/23/2022

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3.13	Bylaws of Unlimited Coatings Corporation	10-SB/12G	000-50912	3(ii)	8/18/2004
4.1	Description of Registered Securities	10-K	000-50912	4.1	3/29/2022
10.1***	American Holdings International Corp. 2019 Employee Stock Option Plan, dated July 5, 2019	8-K	000-50912	1.1	7/8/2019
10.2	Share Exchange Agreement and Promissory Note, dated as of April 12, 2019, by and between American Holdings International Corp. and Daniel Dror	8-K	000-50912	10.1	6/7/2019
10.3	Share Exchange Agreement and Promissory Note, dated as of April 12, 2019, by and between American Holdings International Corp. and Winfred Fields	8-K	000-50912	10.2	6/7/2019
10.4	Share Exchange Agreement and Promissory Note, dated as of April 12, 2019, by and between American Holdings International Corp. and Everett Bassie	8-K	000-50912	10.3	6/7/2019
10.5	Share Exchange Agreement and Promissory Note, dated as of April 12, 2019, by and between American Holdings International Corp. and Charles Zeller	8-K	000-50912	10.4	6/7/2019
10.6***	Sample Stock Option Award and Stock Option Agreement under 2019 Employee Stock Option Plan	S-8	333-232638	4.2	7/12/2020
10.7	$40,000 Promissory Note with Megan Amason dated July 8, 2019	1-A Pos	024-11080	6.19	1/9/2019
10.8	Form of Warrant to Purchase Common Stock dated January 6, 2021, by American International Holdings Corp. in favor of the holders thereof	8-K	000-50912	10.3	1/12/2021
10.9#	Security Agreement date January 6, 2021, between American International Holdings Corp., VISSIA McKinney, LLC, VISSIA Waterway, Inc., EPIQ MD, Inc., Legend Nutrition, Inc., Life Guru, Inc and ZipDoctor, Inc., and in favor of the debtors named therein and collateral agent set forth therein	8-K	000-50912	10.4	1/12/2021
10.10#	Pledge Agreement dated January 6, 2021, by American International Holdings Corp. in favor of the collateral agent set forth thereof	8-K	000-50912	10.5	1/12/2021
10.11#	Registration Rights Agreement dated January 6, 2021, by American International Holdings Corp. in favor of the investors named thereof	8-K	000-50912	10.6	1/12/2021
10.12#	Subsidiary Guaranty Agreement between American International Holdings Corp., VISSIA McKinney, LLC, VISSIA Waterway, Inc., EPIQ MD, Inc., Legend Nutrition, Inc., Life Guru, Inc and ZipDoctor, Inc., and in favor of the purchasers named therein and collateral agent set forth therein	8-K	000-50912	10.7	1/12/2021
10.13***	January 21, 2021 Employment Agreement between American International Holdings Corp. and Alejandro Rodriquez	8-K	000-50912	10.1	1/22/2021
10.14***	January 21, 2021 Employment Agreement between American International Holdings Corp. and Verdie Bowen	8-K	000-50912	10.2	1/22/2021
10.15	Reduced Fee Agreement between American International Holdings Corp. and The Loev Law Firm, PC dated January 22, 2021	8-K	000-50912	10.3	1/22/2021
10.16	Lock-Up Agreement dated January 22, 2021, between American International Holdings Corp. and the shareholders party thereto	8-K	000-50912	10.4	1/22/2021
10.17	March 8, 2021, Consulting Agreement between American International Holdings Corp. and KBHS, LLC	8-K	000-50912	10.1	3/18/2021
10.18	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

10.5	$88,775 Convertible Promissory Note between 1800 Diagonal Lending LLC and American International Holdings Corp., dated June 17, 2022, effective June 16, 2022	8-K	000-50912	10.3	7/12/2022
10.6	Equity Interest Purchase Agreement by and among American International Holdings Corp., EPIQ MD, Inc., Alejandro Rodriguez and Pan-American Communications Services, S.A., entered into on July 7, 2022, and dated June 30, 2022	8-K	000-50912	10.1	7/12/2022
10.7	$150,000 Secured Promissory Note from Alejandro Rodriguez and Pan-American Communications Services, S.A. to American International Holdings Corp., entered into on July 7, 2022, and dated June 30, 2022	8-K	000-50912	10.2	7/12/2022
10.8	Pledge Agreement between Alejandro Rodriguez and Pan-American Communications Services, S.A. and American International Holdings Corp., entered into on July 7, 2022, and dated June 30, 2022	8-K	000-50912	10.3	7/12/2022
10.9	Royalty Agreement between EPIQ MD, Inc. and American International Holdings Corp., entered into on July 7, 2022, and dated June 30, 2022	8-K	000-50912	10.4	7/12/2022
10.10	Full, Final and Absolute Mutual Release between Alejandro Rodriguez and American International Holdings Corp., entered into on July 7, 2022, and dated June 30, 2022	8-K	000-50912	10.5	7/12/2022
10.11	Full, Final and Absolute Mutual Release between Verdie Bowen and American International Holdings Corp., entered into on July 7, 2022, and dated June 30, 2022	8-K	000-50912	10.6	7/12/2022
10.12£	Master Services Agreement and Statement of Work dated September 1, 2022, and effective August 31, 2022, between Epiq Scripts, LLC and Mangoceuticals, Inc.	8-K	000-50912	10.1	9/8/2022

40Table of Contents

10.13#

Securities Purchase Agreement by and between American International Holdings Corp., and Mast Hill Fund, L.P. dated August 29, 2022

8-K

000-50912

10.2

9/8/2022

10.19#

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

10.14

$62,250 Promissory Note issued to Mast Hill Fund, L.P. by American International Holdings Corp. dated August 29, 2022

8-K

000-50912

10.3

9/8/2022

10.20

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

10.15

Common Stock Purchase Warrant to purchase 3,000,000 shares of common stock, issued by American International Holdings Corp. in favor of Mast Hill Fund, L.P.

8-K

000-50912

10.4

9/8/2022

10.21

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

10.16#

Securities Purchase Agreement by and between American International Holdings Corp., and Mast Hill Fund, L.P. dated September 13, 2022

8-K

000-50912

10.1

9/23/2022

10.22#

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

10.17

$62,250 Promissory Note issued to Mast Hill Fund, L.P. by American International Holdings Corp. dated September 13, 2022

8-K

000-50912

10.2

9/23/2022

10.23***

American International Holdings Corp. 2021 Equity Incentive Plan

8-K

000-50912

10.1

8/4/2021

10.18

Common Stock Purchase Warrant dated September 13, 2022, to purchase 3,000,000 shares of common stock, issued by American International Holdings Corp. in favor of Mast Hill Fund, L.P.

8-K

000-50912

10.3

9/23/2022

10.24

Form of Securities Purchase Agreement by and between American International Holdings Corp., and each Investor party thereto (November 2021 Offering)

8-K

000-50912

10.1

12/8/2021

10.19

Securities Purchase Agreement between 1800 Diagonal Lending LLC and American International Holdings Corp., dated October 3, 2022

8-K

000-50912

10.1

10/14/2022

10.25

Form of Promissory Note by American International Holdings Corp. in favor of the holders thereof (November 2021 Offering)

8-K

000-50912

10.2

12/8/2021

10.20

$59,400 Convertible Promissory Note between 1800 Diagonal Lending LLC and American International Holdings Corp., dated October 3, 2022

8-K

000-50912

10.2

10/14/2022

10.26

Form of Common Stock Purchase Warrant by American International Holdings Corp. in favor of the holders thereof (November 2021 Offering)

8-K

000-50912

10.3

12/8/2021

31.1*

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

10.27***

January 12, 2022 Executive Employment Agreement between American International Holdings Corp. and Jacob D. Cohen

8-K

000-50912

10.1

1/18/2022

32.1**

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

10.28***

Confidential Employment Offer Letter and Summary of Terms and Conditions dated February 11, 2022, by and between American International Holdings Corp and Craig Hewitt

8-K

000-50912

10.1

2/17/2022

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

10.29***

Employment Agreement between American International Holdings Corp. and Maja Matthews dated March 4, 2022

8-K

000-50912

10.1

3/8/2022

101.CAL*

Inline XBRL Taxonomy Extension Schema Document

10.30***

Employment Agreement between American International Holdings Corp. and Sultan Haroon dated March 4, 2022

8-K

000-50912

10.2

3/8/2022

101.DEF*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

10.31

Securities Purchase Agreement between 1800 Diagonal Lending LLC and American International Holdings Corp., dated May 13, 2022, effective May 16, 2022

8-K

000-50912

10.1

5/20/2022

101.LAB*

Inline XBRL Taxonomy Extension Definition Linkbase Document

10.32

$137,500 Convertible Promissory Note between 1800 Diagonal Lending LLC and American International Holdings Corp., dated May 13, 2022, effective May 16, 2022

8-K

000-50912

10.2

5/20/2022

101.PRE*

Inline XBRL Taxonomy Extension Label Linkbase Document

10.33***

Stock Purchase Agreement between American International Holdings Corp. and Cohen Enterprises, Inc., dated June 16, 2022

8-K

000-50912

10.1

6/23/2022

104*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

10.34

Securities Purchase Agreement between 1800 Diagonal Lending LLC and American International Holdings Corp., dated June 17, 2022, effective June 16, 2022

8-K

000-50912

10.2

6/23/2022

10.35

$88,775 Convertible Promissory Note between 1800 Diagonal Lending LLC and American International Holdings Corp., dated June 17, 2022, effective June 16, 2022

8-K

000-50912

10.3

7/12/2022

10.36

Equity Interest Purchase Agreement by and among American International Holdings Corp., EPIQ MD, Inc., Alejandro Rodriguez and Pan-American Communications Services, S.A., entered into on July 7, 2022, and dated June 30, 2022

8-K

000-50912

10.1

7/12/2022

10.37

$150,000 Secured Promissory Note from Alejandro Rodriguez and Pan-American Communications Services, S.A. to American International Holdings Corp., entered into on July 7, 2022, and dated June 30, 2022

8-K

000-50912

10.2

7/12/2022

Table of Contents

10.38	Pledge Agreement between Alejandro Rodriguez and Pan-American Communications Services, S.A. and American International Holdings Corp., entered into on July 7, 2022, and dated June 30, 2022	8-K	000-50912	10.3	7/12/2022
10.39	Royalty Agreement between EPIQ MD, Inc. and American International Holdings Corp., entered into on July 7, 2022, and dated June 30, 2022	8-K	000-50912	10.4	7/12/2022
10.40	Full, Final and Absolute Mutual Release between Alejandro Rodriguez and American International Holdings Corp., entered into on July 7, 2022, and dated June 30, 2022	8-K	000-50912	10.5	7/12/2022
10.41	Full, Final and Absolute Mutual Release between Verdie Bowen and American International Holdings Corp., entered into on July 7, 2022, and dated June 30, 2022	8-K	000-50912	10.6	7/12/2022
10.42£	Master Services Agreement and Statement of Work dated September 1, 2022, and effective August 31, 2022, between Epiq Scripts, LLC and Mangoceuticals, Inc.	8-K	000-50912	10.1	9/8/2022
10.43#	Securities Purchase Agreement by and between American International Holdings Corp., and Mast Hill Fund, L.P. dated August 29, 2022	8-K	000-50912	10.2	9/8/2022
10.44	$62,250 Promissory Note issued to Mast Hill Fund, L.P. by American International Holdings Corp. dated August 29, 2022	8-K	000-50912	10.3	9/8/2022
10.45	Common Stock Purchase Warrant to purchase 3,000,000 shares of common stock, issued by American International Holdings Corp. in favor of Mast Hill Fund, L.P.	8-K	000-50912	10.4	9/8/2022
10.46#	Securities Purchase Agreement by and between American International Holdings Corp., and Mast Hill Fund, L.P. dated September 13, 2022	8-K	000-50912	10.1	9/23/2022
10.47	$62,250 Promissory Note issued to Mast Hill Fund, L.P. by American International Holdings Corp. dated September 13, 2022	8-K	000-50912	10.2	9/23/2022
10.48	Common Stock Purchase Warrant dated September 13, 2022, to purchase 3,000,000 shares of common stock, issued by American International Holdings Corp. in favor of Mast Hill Fund, L.P.	8-K	000-50912	10.3	9/23/2022
10.49	Securities Purchase Agreement between 1800 Diagonal Lending LLC and American International Holdings Corp., dated October 3, 2022	8-K	000-50912	10.1	10/14/2022
10.50	$59,400 Convertible Promissory Note between 1800 Diagonal Lending LLC and American International Holdings Corp., dated October 3, 2022	8-K	000-50912	10.2	10/14/2022
10.51	Consulting Agreement dated February 15, 2023, by and between American International Holdings Corp., Cycle Energy Corp. and Cohen Enterprises, Inc.	8-K	000-50912	10.1	3/27/2023
10.52	Stock Purchase Agreement dated March 17, 2023, by and between Cosmos Health Inc. and American International Holdings Corp.	10-K	000-50912	10.51	6/9/2023
10.53	Secured Promissory Note dated May 9, 2023, by American International Holdings Corp. in favor of The Loev Law Firm, PC	10-K	000-50912	10.52	6/9/2023
10.54	Guaranty dated May 9, 2023, by Michael McLaren in favor of The Loev Law Firm, PC	10-K	000-50912	10.53	6/9/2023
10.55	Deed of Trust, Security Agreement, Assignment of Leases, Assignment of Rents, and Financing Statement	10-K	000-50912	10.54	6/9/2023
10.56	Financial Advisory Agreement dated March 31, 2023, between American International Holdings Corp. and Greentree Financial Group, Inc.	10-K	000-50912	10.55	6/9/2023

Table of Contents

10.57

$100,000 Convertible Promissory Note dated March 1, 2023 between American International Holdings Corp. and Greentree Financial Group, Inc.

10-K

000-50912

10.56

6/9/2023

10.58

Resignation of Mr. Peter Casey Jensen as Independent Board Member effective as of June 21, 2023

8-K

000-50912

7/6/2023

14.1

Code of Ethical Business Conduct

10-K

000-50912

14.1

6/26/2020

31.1*

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

31.2*

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

32.1**

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

99.1

Charter of the Audit Committee

8-K

000-50912

99.1

10/21/2021

101.INS*

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.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

104*

Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set

*	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.

£ Certain portions of this Exhibit has been omitted in accordance with Regulation S-K Item 601 because they are both (i) not material to investors and (ii) the type of information that American International Holdings Corp. customarily and actually treats as private or confidential, and have been marked with ‘‘[***]’’ to indicate where omissions have been made. American International Holdings Corp. agrees to furnish supplementally an unredacted copy of the Exhibit to the SEC upon its request.

4137

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~~Michael ~~D. Cohen~~McLaren
	Jacob D. Cohen
	Michael McLaren
	Chief Executive Officer, President and Director (Principal Executive Officer and Principal Financial/Accounting Officer)
	Chief Executive Officer, President and Director (Principal Executive Officer)
	November 16, 2022
	July 12, 2023

4238

Filing Compare · AMERICAN INTERNATIONAL HOLDINGS CORP.