Each one in plain English, with the numbers worked through for a shareholder.
13 Nov 2019asset acquisition disposition● NeutralMajor
On October 18, 2019, the company's subsidiary Legend Nutrition, Inc. bought the assets of a McKinney, TX vitamin and supplement store, "Ideal Nutrition", from David Morales in exchange for a $75,000 note at 5% due in one year. Michael Ladner became Legend's CEO at $60,000 a year, rising to $100,000 from January 1, 2020, plus 5% of each store's net profits. The press release calls this the first Legend Nutrition store. This is a new business line beyond the Novopelle med spa.
On October 1, 2019, the company hired Jesse L. Dickens, Jr. as CEO of Capitol City Solutions USA, Inc. (CCS), a newly formed wholly owned subsidiary. The press release says CCS will do remodeling and construction, including for the new Novopelle med spa locations, and also seek other commercial projects. He gets a $120,000 salary and 1,000,000 shares vesting over a year (250,000 at signing, then 250,000 each on Jan 1, Apr 1 and Jul 1, 2020), so existing holders are diluted slightly as shares are issued (inference). This extends the Novopelle expansion and adds a construction line to the business.
On July 5, 2019, the board approved a 2019 Stock Option and Incentive Plan covering up to 10,000,000 shares for people providing services to the company. Options last at most two years unless the board approves longer. Holders are capped at 4.9% of the company's stock, and 9.9% with 61 days' notice. No grants are named. The pool could dilute existing holders if used (inference).
5 July 2019capital raising announcement▲ GoodMajor
On June 27, 2019, the company signed an exclusive license with Novo MedSpa Addison Corp for the Novopelle brand and intellectual property, to open and run branded med spas. It paid $40,000 and issued 250,000 shares. It will pay $30,000 per new location plus a 6% royalty on that location's monthly revenue. It also has a right of first refusal on NMAC's four Texas locations and a three-year option to buy the brand for $1,000,000. This builds on the April 2019 Novopelle acquisition.
On April 12, 2019, the company acquired Novopelle Diamond, LLC, a medical spa and wellness clinic in McKinney, TX, for 18,000,000 new shares, which ends its shell status. At the same time, Dror, Fields, Bassie and Zeller exchanged 5,900,000 shares for $350,000 of two-year, 10% notes. After the deal 23,033,356 shares are outstanding, and the filing reports a change of control, with Cohen, Alexander and Hernandez (6,000,000 shares, 26.05% each) becoming CEO, COO and CMO and directors. Bassie stays as CFO. Existing holders are diluted. The filing also says the company intends to take legal action against Robert Holden (3,800,000 shares, 16.5%) over his failure to perform.
On April 20, 2017, the board dismissed auditor GBH CPAs (engaged in 2008) and appointed M&K CPAs. GBH's 2014 and 2015 reports included a going-concern uncertainty but were otherwise clean, and the filing reports no disagreements. It does note uncorrected material weaknesses in internal controls. The filing also shows the company is back to the name American International Holdings Corp.; the filing does not explain when or why.
