|8-K||2019-06-27||Enter Agreement, Sale of Shares, Regulation FD|
|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|
|AAL||American Airlines Group||15,100|
|KNOP||Knot Offshore Partners||629|
|SRET||Sterling Real Estate Trust||207|
|AEY||Addvantage Technologies Group||13|
|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 March 31, 2019
[ ] 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 |
|(I.R.S. Employer |
|11222 Richmond Avenue, Suite 195, Houston, Texas||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 July 10, 2019 is 23,433,355 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||11|
|ITEM 3.||OUANTITATIVE AND OUALITATIVE DISCLOSURES ABOUT MARKET RISK||13|
|ITEM 4.||CONTROLS AND PROCEDURES||13|
|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 — March 31, 2019 and December 31, 2018 (unaudited)||4|
|Statements of Operations — Three Months Ended March 31, 2019 and 2018 (unaudited)||5|
|Statements of Changes in Stockholders’ Equity (Deficit)–Three Months Ended March 31, 2019 and 2018 (unaudited)||6|
|Statements of Cash Flows — Three Months Ended March 31, 2019 and 2018 (unaudited)||7|
|Notes to Financial Statements||8|
As of March 31, 2019 and December 31, 2018
|March 31, 2019||December 31, 2018|
|Cash and cash equivalents||$||-||$||703|
|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)|
|Accounts payable and accrued liabilities||$||4,020||$||3,606|
|Accrued interest payable – related party||948||852|
|Short-term note due to related party||13,473||13,072|
|Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding||-||-|
|Common stock, $0.0001 par value, 195,000,000 shares authorized; 10,933,355 shares issued and outstanding as of March 31, 2019 and December 31, 2018||1,093||1,093|
|Less treasury stock, at cost; 410 shares||(3,894||)||(3,894||)|
|Additional paid-in capital||7,323,756||7,323,756|
|Total Stockholders’ equity (deficit)||(18,441||)||(16,827||)|
|Total liabilities and stockholders’ equity (deficit)||$||-||$||703|
See accompanying notes to the unaudited financial statements.
Statements of Operations
|For the Three Months Ended March 31,|
|Costs and expenses:|
|General and administrative||1,518||430|
|Net loss from operations||$||(1,614||)||$||(1,051||)|
|Net loss per common share — basic and diluted||$||(0.00||)||$||(0.00||)|
|Weighted average number of common shares outstanding — basic and diluted||10,933,355||747,355|
See accompanying notes to the unaudited financial statements.
Statements of Stockholders’ Equity (Deficit)
|Preferred Stock||Common Stock||Paid-in||Earnings||Treasury|
|Balance at January 1, 2018||-||$||-||747,355||$||75||$||2,167,654||$||(2,225,110||)||$||(3,894||)||$||(61,275||)|
|Imputed interest expense||-||-||-||-||621||-||-||621|
|Balance, March 31, 2018||-||$||-||747,355||$||75||$||2,168,275||$||(2,226,161||)||$||(3,894||)||$||(61,705||)|
|Balance at January 1, 2019||-||$||-||10,933,355||$||1,093||$||7,323,756||$||(7,337,782||)||$||(3,894||)||$||(16,827||)|
|Balance, March 31, 2019||-||$||-||10,933,355||$||1,093||$||7,323,756||$||(7,339,396||)||$||(3,894||)||$||(18,441||)|
See accompanying notes to the unaudited financial statements.
Statements of Cash Flows
|For the Three Months Ended March 31,|
|Cash flows from operating activities:|
|Adjustments to reconcile net loss to cash used in operating activities:|
|—Changes in operating assets and liabilities:|
|Accounts payable and accrued liabilities||414||100|
|Accrued interest payable||96||-|
|Net cash used in operating activities||(1,104||)||(330||)|
|Cash flows from financing activities|
|Borrowing from related party||401||500|
|Net cash provided by financing activities||401||500|
|Net decrease in cash and cash equivalents||(703||)||170|
|Cash and cash equivalents at beginning of period||703||221|
|Cash and cash equivalents at end of period||$||-||$||391|
See accompanying notes to the unaudited financial statements.
Notes to Financial Statements
March 31, 2019
Note 1 - Summary of Significant Accounting Policies
The accompanying unaudited interim financial statements of American International Holdings Corp. (“AMIH”), 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, 2018. 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 consolidated 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. Effective April 12, 2019, the Company changed its business focus to the services of medical spas.
Highly liquid investments with original maturities of three months or less are considered cash equivalents. There are no cash equivalents at March 31, 2019 and December 31, 2018.
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 March 31, 2019 and December 31, 2018, 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.
Net Loss 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
There are no recently issued, but not yet effective accounting pronouncements, that, if adopted, would have a material effect on the accompanying financial statements.
Note 2 — Related Party Transactions
As of March 31, 2019 and December 31, 2018, AMIH had a short-term note payable in the amount of $13,473 and $13,072, respectively, to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party. As of March 31, 2019 and December 31, 2018, accrued interest in the amount of $948 and 852, respectively, was recorded on the note. The original note was for $100,000. $86,928 was repaid during the year ended December 31, 2018. An additional $401 was added to the note during the three month period ended March 31, 2019. The note was effective May 31, 2018, bears interest at 3%, and is due on May 31, 2019. AMIH incurred interest expense of $96 for the period ended March 31, 2019.
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 March 31, 2019 and December 31, 2018.
The Company is authorized to issue up to 195,000,000 shares of common stock, $0.0001 par value, of which 10,933,355 shares are issued and outstanding (outstanding shares includes 410 treasury shares) at March 31, 2019 and December 31, 2018.
On May 31, 2018, the Company issued 3,800,000 shares of common stock to Robert Holden for future services as the Company CEO and Director to pursue a digital marketing business under the name of Digital Marketing Interactive. As a result of the resignation of Mr. Holden on August 19, 2018, the Company no longer anticipates operating under the d/b/a Digital Marketing Interactive and/or maintaining a business focus in digital marketing moving forward. The Company plans to pursue legal actions to recover the 3,800,000 shares of stock issued to Mr. Holden.
Note 4 — Going Concern
As reflected in the accompanying financial statements, the Company has no operations, a net loss of $1,614 for the three months ended March 31, 2019, an accumulated deficit of $7,339,396, and has no sources of revenue 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 2019. 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 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.
On May 3rd, 2019, the Company issued 100,000 shares of the Company’s common stock to a non-related third-party investor in exchange for $10,000 in cash.
On May 17th, 2019, the Company issued a promissory note with a principal amount of $30,000 to a non-related third party in exchange for $30,000 in cash. The promissory note is unsecured, has a maturity date of April 30, 2020 and accrues interest at the rate of 5% per annum until paid in full by the Company.
On June 21st, 2019, the Company issued a promissory note with a principal amount of $40,000 to a related party in exchange for $40,000 in cash. The promissory note is unsecured, has a maturity date of June 21, 2020 and accrues interest at the rate of 8% per annum until paid in full by the Company. Furthermore, the Company issued 50,000 shares of the Company’s common stock to the related party investor as further consideration to enter into the loan with the Company.
On June 27th, 2019, the Company executed an exclusive license agreement with Novo MedSpa Addison Corp (“Novo Medspa”) providing the Company with the exclusive rights to the Novopelle brand and to establish new Novopelle branded MedSpa locations on a worldwide basis (the “Exclusive License”). In consideration for the Exclusive License, the Company paid Novo MedSpa a one-time cash payment of $40,000 and issued to Novo MedSpa 250,000 shares of the Company’s common stock.
Management has evaluated all subsequent events through July 10, 2019, the date the financial statements were available to be issued. No change to the financial statements for the quarter ended March 31, 2019 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 December31 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 company, 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 March 31, 2019 compared to the three months ended March 31, 2018
General and administrative expenses were $1,518 for the three months ended March 31, 2019, compared to $430 for the three months ended March 31, 2018. General and administrative expenses increased by $1,088 and consisted primarily of increases legal and insurance expenses. Imputed interest expense of $621 was incurred by the Company for the quarter ended March 31, 2018. AMIH incurred interest expense of $96 for the period ended March 31, 2019.
Liquidity and Capital Resources for AMIH
As of March 31, 2019, AMIH had total assets of $0. At December31, 2018, AMIH had total assets of $703, consisting of $703 in cash and cash equivalents.
As of March 31, 2019, AMIH had total liabilities of $18,441, which consisted of a note payable in the amount of $13,473 due to Kemah Development Texas, LP, a related party, accrued interest on the note in the amount of $948 and accounts payable of $4,020.
AMIH had negative working capital and total net stockholders’ deficit of $18,441 and $16,827 as of March 31, 2019 and December 31, 2018, respectively.
Net cash used in operating activities was $1,104 for the three months ended March 31, 2019, which was derived from a net loss of $1,614, an increase in accounts payable of $414, and an increase in accrued interest payable of $96. Net cash used in operating activities was $330 for the three months ended March 31, 2018, which was derived from a net loss of $1,051. Imputed interest expense in the amount of $621 and an increase in accounts payable of $100.
Net cash provided by financing activities during the three months ended March 31, 2019 was $401, compared to $500 during the three months ended March 31, 2018. Net cash provided by financing activities was for a borrowing from a related party.
We had no investing activities during the three months ended March 31, 2019 and 2018.
Off-Balance Sheet Arrangements
As of March 31, 2019 and December 31, 2018, AMIH did not have any off-balance sheet arrangements as defined in Item 303(aX4Xii) of Regulation S-K promulgated under the Securities Act of 1934.
Evaluation of disclosure controls and procedures. As of March 31, 2019, 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. Such conclusion reflects the departure of our chief financial officer and assumption of duties of the principal financial officer by our chief executive officer and the resulting lack of accounting experience of our now principal financial officer and a lack of segregation of duties. Until we are able to remedy these material weaknesses, we are relying on third party consultants to assist with financial reporting.
Changes in internal controls. During the quarterly period covered by this report, no 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.
There have been no updates to any legal proceedings previously disclosed.
For the three months ended March 31, 2019, 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, 2018.
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|
|Chief Executive Officer, President and Director|
|July 10, 2019|
|By||/s/ Everett R Bassie|
|Everett R. Bassie|
|Chief Financial Officer|
|July 10, 2019|