|8-K||2019-04-12||Enter Agreement, M&A, Off-BS Arrangement, Sale of Shares, Control, Officers, Regulation FD, Exhibits|
|8-K||2018-10-29||Officers, Other Events, Exhibits|
|8-K||2018-05-31||Off-BS Arrangement, Sale of Shares, Control, Officers, Other Events, Exhibits|
|NJMC||New Jersey Mining||0|
|Part I - Financial Information|
|Item 1. Financial Statements|
|Note 1- Summary of Significant Accounting Policies|
|Note 2 &Mdash; Related Party Transactions|
|Note 3 - Capital Stock|
|Note 4 &Mdash; Going Concern|
|Note 5 - Subsequent Events|
|Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations|
|Item 3. Quantitative and Qualitative Disclosures About Market Risk|
|Item 4. Controls and Procedures|
|Part II - Other Information|
|Item 1. Legal Proceedings|
|Item 1A. Risk Factors|
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds|
|Item 3. Defaults Upon Senior Securities|
|Item 4. Mine Safety Disclosures|
|Item 5. Other Information|
|Item 6. Exhibits|
|Balance Sheet||Income Statement||Cash Flow|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
[ ] 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: 0-50912
AMERICAN INTERNATIONAL HOLDINGS CORP.
(Exact Name Of Registrant As Specified In Its Charter)
|(State of Incorporation)||(I.R.S. Employer Identification No.)|
|11222 Richmond Avenue, Suite 195, Houston, TX||77082|
|(Address of Principal Executive Offices)||(ZIP Code)|
Registrant’s Telephone Number, Including Area Code: (281) 496-9971
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 [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer [ ]||Accelerated filer [ ]|
|Non-accelerated filer [ ]||Smaller reporting company [X]|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of shares outstanding of each of the issuer’s classes of equity as of June 12, 2019 is 23,033,355 shares of common stock.
|PART I FINANCIAL INFORMATION|
|ITEM 1.||FINANCIAL STATEMENTS||3|
|ITEM 2.||MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS||10|
|ITEM 3.||QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK||12|
|ITEM 4.||CONTROLS AND PROCEDURES||12|
|PART II OTHER INFORMATION|
|ITEM 1.||LEGAL PROCEEDINGS||13|
|ITEM 1A.||RISK FACTORS||13|
|ITEM 2.||UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS||13|
|ITEM 3.||DEFAULTS UPON SENIOR SECURITIES||13|
|ITEM 4.||MINE SAFETY DISCLOSURES||13|
|ITEM 5.||OTHER INFORMATION||13|
|Balance Sheets— September 30, 2018 and December 31, 2017 (unaudited)||4|
|Statements of Operations — Three and Nine Months Ended September 30, 2018 and 2017 (unaudited)||5|
|Statements of Cash Flows— Nine Months Ended September 30, 2018 and 2017 (unaudited)||6|
|Notes to Financial Statements||7|
|September 30, 2018||December 31, 2017|
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)|
|Accounts payable and accrued liabilities||$||2,751||$||-|
|Accrued compensation – related party||-||30,000|
|Accounts payable – related party||-||31,496|
|Accrued interest payable-related party||742||-|
|Short-term note payable to related party||14,756||-|
|Total liabilities – current||18,249||61,496|
|Stockholders’ equity (deficit):|
|Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding||-||-|
|Common stock, $0.0001 par value, 195,000,000 shares authorized; 10,933,355 issued and outstanding at September 30, 2018 and 747,355 shares issued and outstanding as of December 31, 2017||1,093||75|
|Less treasury stock, at cost; 410 shares||(3,894||)||(3,894||)|
|Additional paid-in capital||7,323,756||2,167,654|
|Total stockholders’ equity (deficit)||(12,589||)||(61,275||)|
|Total liabilities and stockholders’ equity (deficit)||$||5,660||$||221|
See accompanying notes to the financial statements.
Statements of Operations
|For the Three Months Ended|
|For the Nine Months Ended|
|Costs and expenses:|
|Selling and marketing cost||11,292||-||24,391||-|
|General and administrative||20,836||2,204||5,081,177||8,316|
|Net loss from operations||$||(33,709||)||$||(2,798||)||$||(5,108,434||)||$||(9,628||)|
|Net loss per common share — basic and diluted||$||(0.00||)||$||(0.00||)||$||(0.96||)||$||(0.01||)|
|Weighted average number of common shares outstanding — basic and diluted||10,933,355||747,355||5,298,214||747,355|
See accompanying notes to the financial statements.
Statements of Cash Flows
|Nine Months Ended|
|September 30, 2018||September 30, 2017|
|Adjustment to reconcile net loss to cash used in operating activities:|
|Imputed interest expense||2,124||1,312|
|Changes in operating assets and liabilities:|
|Accrued interest payable – related party||742||-|
|Net cash used in operating activities||(57,525||)||(10,816||)|
|Cash flows from financing activities:|
|Sale of restricted common shares||43,000||-|
|Net borrowing from related parties||15,256||10,677|
|Net cash provided by financing activities||58,256||10,677|
|Net increase (decrease) in cash||731||(139||)|
|Cash at beginning of period||221||540|
|Cash at end of period||$||952||$||401|
|Income taxed paid||$||-||$||-|
|Forgiveness of accounts payable to related party||$||31,996||$||-|
|Forgiveness of accrued compensation to related party||$||30,000||$||-|
See accompanying notes to the financial statements.
Notes to Financial Statements
September 30, 2018
Note 1- Summary of Significant Accounting Policies
The accompanying unaudited interim financial statements of American International Holdings Corp. (“AMIH” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in AMIH’s latest Annual Report filed with the SEC on Form 10-K for the year ended December 31, 2017. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted.
Organization, Ownership and Business
Prior to May 31, 2018, American International Holdings Corp. (“AMIH”) was a 93.2% owned subsidiary of American International Industries, Inc. (“American”, “AMIN”) (OTCBB: AMIN). Effective May 31, 2018, the Company issued 10,100,000 shares of restricted common stock. As a result of the issuance of the common shares, a change in control occurred. American International Industries, Inc. ownership decreased from 93.2% to 6.4%. No one individual or entity owns at least 50% of the outstanding shares of the Company.
Highly liquid investments with original maturities of three months or less are considered cash equivalents. There are no cash equivalents at September 30, 2018 and December 31, 2017.
Fair Value of Financial Instruments
FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At September 30, 2018 and December 31, 2017, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates.
Earnings per Common Share
We compute net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Management’s Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses. Actual results could differ from these estimates.
New Accounting Pronouncements
We do not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
Note 2 — Related Party Transactions
As of September 30, 2018 and December 31, 2017, AMIH had a payable to AMIN of $0 and $31,496, respectively. The loan is from the former parent company. There is no loan agreement, and interest is not being charged. Effective May 31, 2018, AMIN Board forgave the $31,496 loan owed to AMIN at March 31, 2018 plus an additional $500 loaned during the second quarter of 2018, for a total of $31,996 in forgiveness. The Company incurred an imputed interest expense in the amount of $1,035 on the loans owed to AMIN for the nine months ended September 30, 2018.
As of September 30, 2018, AMIH had a short-term note payable in the amount of $14,756 to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party. The original note was for $100,000. $85,244 was repaid during the quarter ended September 30, 2018. The note was effective May 31, 2018, bears interest at 3%, and is due on May 31, 2019. AMIH incurred interest expense of $742 for the period ended September 30, 2018 and an additional $1,089 of interest expense was imputed on this note.
At December 31, 2017, the Company had an accrued liability in the amount $30,000 for compensation to the Company’s CEO for the year ended December 31, 2016. Effective May 31, 2018, the Company former CEO resigned his position as CEO and forgave the $30,000 in accrued compensation owed to the former CEO.
The $2,124 in imputed interest expense and the $30,000 in forgiveness of accrued compensation were recorded as increases in additional paid in capital during the quarter ended June 30, 2018.
Note 3 – Capital Stock
The Company is authorized to issue up to 5,000,000 shares of preferred stock, $ 0.0001 par value, of which 0 shares are issued and outstanding at September 30, 2018 and December 31, 2017.
The Company is authorized to issue up to 195,000,000 shares of common stock, $0.0001 par value, of which 10,933,355 and 747,355 shares are issued and outstanding at September 30, 2018 and December 31, 2017, respectively.
During the nine months ended September 30, 2018, the Company issued the following shares of restricted common stock. Stock issued for services was valued at $0.50 per share:
The Company issued 4,300,000 shares for common stock valued $2,150,000 for organizational and acquisition consulting services.
The Company issued 3,800,000 shares of common stock valued at $1,900,000 for the positions as President, CEO and Director.
The Company issued 750,000 shares of common stock valued at $375,000 for the positions as CFO and Director.
The Company issued 500,000 shares of common stock valued at $250,000 for Director Fees.
The Company issued 750,000 shares of common stock valued at $375,000 financial and acquisition consulting services.
The Company sold an aggregate of 86,000 shares of common stock to four investors in private transactions at $.50 per share ($43,000 in the aggregate).
Note 4 — Going Concern
As reflected in the accompanying financial statements, the Company has a net loss of $5,108,434 for the nine months ended September 30, 2018, and an accumulated deficit of $7,333,544, and expects to incur further losses in the future, thus raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management plans to obtain the necessary financing to meet its obligations during 2018. As a shell corporation, the Corporation has pursued potential business combination transactions with existing private business enterprises that might have a desire to take advantage of the Company’s status as a public company. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.
Note 5 – Subsequent Events
Effective August 20, 2018, Mr. Robert Holden resigned as a member of the Board of Directors, President and Chief Executive Officer of American International Holdings Corp. On May 31, 2018, the Company issued 3,800,000 shares of restricted common stock to Mr. Robert Holden for his continued service as the President, Chief Executive Officer and Board member of the Company.
As a result of the resignation of Mr. Holden, the Company is no longer operating under the d/b/a Digital Marketing Interactive and/or maintaining a business focus in digital marketing moving forward. The Company is pursuing legal actions to recover the 3,800,000 shares of stock issued to Mr. Holden.
Effective April 12, 2019, the Company issued 18,000,000 shares of the Company common stock to the members (three individuals) of Novopelle Diamond, LLC (“Novopelle”), a Texas limited company, to acquire 100% of the membership interests of Novopelle. The issuance of these shares represent a change in control of the Company. Concurrent with the issuance, Jacob Cohen, Esteban Alexander and Alan Hernandez, representing the three former members of Novopelle, were elected to the board of directors and to the office of Chief Executive Officer, Chief Operating Officer and Chief Marketing officer of the Company, respectively.
On April 12, 2019 the Company entered into individual share exchange agreements and promissory notes with each of Daniel Dror, Winfred Fields and former Directors Everett Bassie and Charles Zeller (the “AMIH Shareholders”), whereby the AMIH Shareholders agreed to cancel and exchange a total of 5,900,000 shares of their AMIH common stock for individual promissory notes with an aggregate principal amount of $350,000 (the “Promissory Notes”). The Promissory Notes have a term of two years and accrue interest at the rate of 10% per annum until paid in full by the Company.
Management has evaluated all subsequent events through June 11, 2019, the date the financial statements were available to be issued. No change to the financial statements for the quarter ended September 30, 2018 is deemed necessary as a result of this evaluation.
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:
|●||Results of Operations.|
|●||Liquidity and Capital Resource.|
|●||Critical Accounting Estimates.|
The following discussion should be read in conjunction with the American International Holdings Corp. financial statements and accompanying notes included elsewhere in this report. The following discussion contains forward-looking statements that reflect the plans, estimates and beliefs of American International Holdings Corp. Words such as “anticipates, “ “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” and similar expressions are intended to identify forward-looking statements. The actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report and in other reports we file with the Securities and Exchange Commission (“SEC”), specifically the most recent Annual Report on Form 10-K” The Company undertakes no obligation to update publicly any forward-looking statements as a result of new information, future events or otherwise, unless required by law. All references to years relate to the fiscal year ended December 31 of the particular year.
On April 3, 2012, upon the sale of its only wholly-owned subsidiary, Delta Seaboard Well Services, Inc., AMIH ceased to be an operating company and became a non-operating “shell company”, as that term is defined in Rule 144(i) under the Securities Act of 1933, as amended. The term “ shell company” means a registrant, other than an asset-backed issuer, that has no or nominal operations, and either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.
As a shell corporation, the Corporation has pursued potential business combination transactions with existing private business enterprises that might have a desire to take advantage of the Corporation’s status as a public corporation. If such a transaction is not completed, the Corporation does not anticipate that its available cash resources and cash generated from operations will be sufficient to meet its presently anticipated capital needs for the next twelve months.
Results of Operations for AMIH
Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017
General and administrative expenses were $20,836 for the three months ended September 30, 2018, compared to $2,204 for the three months ended September 30, 2017. General and administrative expenses increased by $18,632 and consisted primarily of accounting, auditing and legal professional fees. Interest expense in the amount of $1,581 and $594 were incurred by the Company for the three months ended September 30, 2018 and 2017, respectively. The Company incurred selling and marketing cost in the amount of $11,292 for the three months ended September 30, 2018, as compared to $0 for the three months ended September 30, 2017.
Nine Months Ended September 30, 2018 Compared to the Nine Months Ended September 30, 2017
General and administrative expenses were $5,081,177 for the nine months ended September 30, 2018, compared to $8,316 for the nine months ended September 30, 2017. General and administrative expenses increased by $5,072,861, and consisted primarily stock-based compensation expense in amount of $5,050,000 and accounting, audited and legal professional fees. Interest expense in the amount of $2,866 and $1,312 was incurred by the Company for the nine months end September 30, 2018 and 2017, respectively. The Company incurred selling and marketing cost in the amount of $24,391 for the nine months ended September 30, 2018, as compared to $0 for the nine months ended September 30, 2017.
Liquidity and Capital Resources for AMIH
As of September 30, 2018, AMIH had total assets of $5,660, consisting of $952 in cash. At December 31, 2017, AMIH had total assets of $221, consisting of $221 in cash. During the three months ended September 30, 2018, the Company repaid $85,244 of the $100,000 borrowed from the Company’s largest shareholder during the second quarter of 2018.
As of September 30, 2018, AMIH had total liabilities of $18,249, which consisted of $2,751 in accounts payable, $14,756 in a short-term note payable to a Company related to the Company’s largest shareholder, and $742 in accrued interest payable.
AMIH had negative working capital of $15,589 and total stockholders’ deficit of $12,589 as of September 30, 2018, and negative working capital of $61,275 and total stockholders’ deficit of $61,275 as of December 31, 2017.
Net cash used in operating activities was $57,525 for the nine months ended September 30, 2018, which was derived from a net loss of $5,108,434, imputed interest expense in the amount of $2,124, stock-based compensation in the amount of 5,050,000, a net increase in accounts payable of $2,751 and an increase in accrued interest payable in amount of $742. Net cash used in operating activities was $10,816 for the nine months ended September 30, 2017, which was derived from a net loss of $9,628, imputed interest expense of $1,312 and a decrease in accounts payable of $2,500.
Net cash provided by financing activities during the nine months ended September 30, 2018 was $58,256, compared to $10,677 during the nine months ended September 30, 2017. Net cash provided by financing activities was due to a change in a payable to a related parties in the amount of $15,256 and the sales of common shares in the amount of $43,000 during the nine months ended September 30, 2018.
Off-Balance Sheet Arrangements
As of September 30, 2018 and December 31, 2017, AMIH did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.
Evaluation of disclosure controls and procedures. As of June 30, 2018, the Company’s chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.
Changes in internal controls. During the quarterly period covered by this report, significant changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, as of the end of the period covered by this report, the chief executive officer and the chief financial officer concluded that our disclosure controls and procedures were not effective.
There have been no updates to any legal proceedings previously disclosed.
For the nine months ended September 30, 2018, there were no material changes from risk factors as disclosed in Part I, Item lA of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
|31.1||Certification of CEO Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002|
|31.2||Certification of CFO Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002|
|32.1||Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002|
|32.2||Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002|
|101.INS||XBRL Instance Document|
|101.SCH||XBRL Taxonomy Extension Schema|
|101.CAL||XBRL Taxonomy Extension Calculation Linkbase|
|101.DEF||XBRL Taxonomy Extension Definition Linkbase|
|101.LAB||XBRL Taxonomy Extension Label Linkbase|
|101.PRE||XBRL Taxonomy Extension Presentation Linkbase|
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, hereunto duly authorized.
|By||/s/ Jacob D. Cohen|
|Jacob D. Cohen|
|Chief Executive Officer, President|
|June 12, 2019|
|By||/s/ Everett R Bassie|
|Everett R. Bassie|
|Chief Financial Officer|
|June 12, 2019|