Attached files
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| EX-32.2 - EX-32.2 - AMERICAN INTERNATIONAL HOLDINGS CORP. | ex32-2.htm |
| EX-32.1 - EX-32.1 - AMERICAN INTERNATIONAL HOLDINGS CORP. | ex32-1.htm |
| EX-31.2 - EX-31.2 - AMERICAN INTERNATIONAL HOLDINGS CORP. | ex31-2.htm |
| EX-31.1 - EX-31.1 - AMERICAN INTERNATIONAL HOLDINGS CORP. | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
OR
o 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)
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Nevada
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88-0225318
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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11222 Richmond Avenue, Suite 195, Houston, TX
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77082
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(Address of Principal Executive Offices)
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(ZIP Code)
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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 ☒ 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.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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Emerging growth company ☐
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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 number of shares outstanding of each of the issuer's classes of equity as of June 15, 2018 is 10,847,355 shares of common stock.
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PART I FINANCIAL INFORMATION
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Item
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Description
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Page
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ITEM 1.
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3
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ITEM 2.
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9
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ITEM 3.
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11
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ITEM 4.
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11
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PART II OTHER INFORMATION
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ITEM 1.
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12
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ITEM 1A.
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12
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ITEM 2.
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12
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ITEM 3.
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12
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ITEM 4.
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12
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ITEM 5.
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12
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ITEM 6.
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12
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PART I - FINANCIAL INFORMATION
Financial Statements
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Financial Statements
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4
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5
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6
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7
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AMERICAN INTERNATIONAL HOLDINGS CORP.
(Unaudited)
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September 30, 2017
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December 31, 2016
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ASSETS
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Cash and cash equivalents
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$
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401
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$
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540
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Total assets
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$
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401
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$
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540
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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Current liabilities:
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Accounts payable and accrued liabilities
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$
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3,600
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$
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6,100
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Accrued compensation – related party
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30,000
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30,000
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Accounts payable – related party
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27,946
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17,269
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Total liabilities – current
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61,546
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53,369
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Stockholders’ equity (deficit):
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Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding
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-
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-
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Common stock, $0.0001 par value, 195,000,000 shares authorized;
747,355 shares issued and outstanding as of September 30, 2017 and December 31, 2016
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75
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75
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Less treasury stock, at cost; 410 shares
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(3,894
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(3,894
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Additional paid-in capital
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2,167,167
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2,165,855
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Accumulated deficit
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(2,224,493
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)
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(2,214,865
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)
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Total stockholders’ equity (deficit)
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(61,145
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)
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(52,829
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)
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Total liabilities and stockholders’ equity (deficit)
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$
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401
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$
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540
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See accompanying notes to the financial statements.
AMERICAN INTERNATIONAL HOLDINGS CORP.
(Unaudited)
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For the Three Months Ended
September 30,
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For the Nine Months Ended
September 30,
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2017
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2016
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2017
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2016
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Revenue
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$
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-
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$
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-
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$
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-
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$
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-
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Costs and expenses:
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General and administrative
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2,204
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14,969
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8,316
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35,179
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Interest expense
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594
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-
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1,312
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-
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Operating loss
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(2,798
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(14,969
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(9,628
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(35,179
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Net loss from operations
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$
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(2,798
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)
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$
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(14,969
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$
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(9,628
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$
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(35,179
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)
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Net loss per common share — basic and diluted
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$
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(0.00
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$
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(0.02
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$
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(0.01
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$
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(0.05
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)
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Weighted average number of common shares outstanding — basic and diluted
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747,355
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747,355
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747,355
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747,355
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See accompanying notes to the financial statements.
AMERICAN INTERNATIONAL HOLDINGS CORP.
(Unaudited)
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Nine Months Ended
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September 30, 2017
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September 30, 2016
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Net loss
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$
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(9,628
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$
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(35,179
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Adjustment to reconcile net loss to cash used in operating activities:
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Changes in operating assets and liabilities:
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Imputed interest expense
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1,312
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-
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Accounts payable
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(2,500
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(650
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Accrued compensation – related party
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-
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22,500
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Net cash used in operating activities
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(10,816
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(13,329
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)
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Cash flows from financing activities:
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Borrowing from related party
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10,677
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13,844
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Net cash provided by financing activities
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10,677
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13,844
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Net increase in cash and cash equivalents
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(139
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515
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Cash and cash equivalents at beginning of period
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540
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215
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Cash and cash equivalents at end of period
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$
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401
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$
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730
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Supplemental disclosure:
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Interest paid
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$
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-
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$
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-
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Income taxes paid
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$
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-
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$
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-
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See accompanying notes to the financial statements.
AMERICAN INTERNATIONAL HOLDINGS CORP.
(Unaudited)
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, 2016. 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
American International Holdings Corp. ("AMIH") is a 93.2% owned subsidiary of American International Industries, Inc. ("American") (OTCBB: AMIN).
Cash Equivalents
Highly liquid investments with original maturities of three months or less are considered cash equivalents. There are no cash equivalents at September 30, 2017 and December 31, 2016.
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, 2017 and December 31, 2016, 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, 2017 and December 31, 2016, AMIH had a payable to AMIN of $27,946 and $17,269, respectively. The loan is from the parent company. There is no loan agreement, and interest is not being charged. At September 30, 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. The Company incurred an imputed interest expense in the amount of $1,312 on the loan owed to AMIN.
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, 2017 and December 31, 2016.
The Company is authorized to issue up to 195,000,000 shares of common stock, $0.0001 par value, of which 747,355 shares are issued and outstanding at September 30, 2017 and December 31, 2016.
Note 4 – Going Concern
As reflected in the accompanying financial statements, the Company has no operations, a net loss of $9,628 for the nine months ended September 30, 2017, an accumulated deficit of $2,224,493, 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 2017. 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 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 has incurred. American International Industries, Inc. ownership decreased from 93.2% to 6.4%.
Management has evaluated all subsequent events through June 15, 2018, the date the financial statements were available to be issued. No change to the financial statements for the quarter ended September 30, 2017 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:
· Business.
· 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.
Business
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, 2017 Compared to the Three Months Ended September 30, 2016
General and administrative expenses were $2,204 for the three months ended September 30, 2017, compared to $14,969 for the three months ended September 30, 2016. General and administrative expenses decreased by $12,765 and consisted primarily of accounting and auditing professional fees. Imputed interest expense in the amount of $594 was incurred by the Company for the three months ended September 30, 2017.
Nine Months Ended September 30, 2016 Compared to the Nine Months Ended September 30, 2015
General and administrative expenses were $8,316 for the nine months ended September 30, 2017, compared to $35,179 for the nine months ended September 30, 2016. General and administrative expenses decreased by $26,863, and consisted primarily accounting and audited professional fees. Imputed interest expense in the amount of $1,312 was incurred by the Company for the nine months end September 30, 2017.
Liquidity and Capital Resources for AMIH
As of September 30, 2017, AMIH had total assets of $401, consisting of $401 in cash. At December 31, 2016, AMIH had total assets of $540, consisting of $540 in cash.
As of September 30, 2017, AMIH had total liabilities of $61,546, which consisted of $3,600 in accounts payable, $30,000 in accrued compensation for the Company’s CEO, and $27,946 in payable to AMIN, the parent company.
AMIH had negative working capital of $61,145 and total stockholders' deficit of $61,145 as of September 30, 2017, and negative working capital of $52,829 and total stockholders’ deficit of $52,829 as of December 31, 2016.
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 in the amount of $1,312 and a net decrease in accounts payable of $2,500. Net cash used in operating activities was $13,329 for the nine months ended September 30, 2016, which was derived from a net loss of $35,179 and decrease in accounts payable of $650, and in increase in compensation for the Company’s CEO in the amount of $22,500.
Net cash provided by financing activities during the nine months ended September 30, 2017 was $10,677, compared to $13,844 during the nine months ended September 30, 2016. Net cash provided by financing activities was for a change in a payable to a related party.
Off-Balance Sheet Arrangements
As of September 30, 2017 and December 31, 2016, 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.
Not applicable
Evaluation of disclosure controls and procedures. As of September 30, 2017, 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.
PART II - OTHER INFORMATION
There have been no updates to any legal proceedings previously disclosed.
For the nine months ended September 30, 2017, 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, 2016.
None.
None.
Not applicable.
None.
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.
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Exhibit No.
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Description
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31.1
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31.2
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32.1
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32.2
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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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.
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American International Holdings Corp.
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By:
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/s/ Robert Holden
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Robert Holden
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Chief Executive Officer, President, and Board Member
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June 15, 2018
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By:
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/s/ Everett R. Bassie
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Everett R. Bassie
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Chief Financial Officer and Board Member
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June 15, 2018
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13