Amended Statement of Beneficial Ownership (sc 13d/a)
December 10 2020 - 5:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)*
|
AMERICAN
INTERNATIONAL HOLDINGS CORP.
|
(Name
of Issuer)
|
|
Common
Stock, $0.0001 par value per share
|
(Title
of Class of Securities)
|
|
02687R106
|
(CUSIP
Number)
|
|
Esteban Alexander
|
3990
Vitruvian Way, Suite 1152
Addison, Texas 75001
|
(972)
803-5337
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|
November
5, 2020
|
(Date
of Event which Requires Filing of this Statement)
|
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 02687R106
|
Schedule
13D
|
Page
2 of 4
|
1.
|
Name
of Reporting Person
Esteban Alexander
|
2.
|
Check
the Appropriate Box if a Member of a Group.
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
SC
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ]
|
6.
|
Citizenship
or Place of Organization
United
States
|
Number
of
Shares Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
2,000,000 shares
|
8.
|
Shared
Voting Power
-0-
shares
|
9.
|
Sole
Dispositive Power
2,000,000 shares
|
10.
|
Shared
Dispositive Power
-0-
shares
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,000,000 shares
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares. [ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
4.6%
|
14.
|
Type
of Reporting Person
IN
|
CUSIP
No. 02687R106
|
Schedule
13D
|
Page
3 of 4
|
This Amendment No. 1 (the
“Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission
(the “Commission”) on June 10, 2020, by Esteban Alexander (the “Schedule 13D”).
Capitalized
terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Except as
expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect, and the
disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein.
Item
3. Source and Amount of Funds or Other Consideration
Item
3 is hereby amended and modified to add the additional disclosures below:
On
October 2, 2020, Jacob D. Cohen, the Chief Executive Officer and member of the Board of Directors of the Issuer entered into Stock
Purchase Agreements with each of (a) Esteban Alexander, the Chief Operating Officer and member of the Board of Directors of the
Issuer, and (b) Luis Alan Hernandez, the Chief Marketing Officer and member of the Board of Directors of the Issuer (collectively,
the “Preferred Holders” and the “Stock Purchase Agreements”).
Pursuant
to the Stock Purchase Agreements, Mr. Alexander agreed to sell 7,000,000 shares of common stock of the Issuer which he held to
Mr. Cohen, which rights to such shares were assigned by Mr. Cohen to Cohen Enterprises, Inc., which entity he controls (“Cohen
Enterprises”), in consideration for an aggregate of $1,500 as well as for the amount of services provided by Mr. Cohen
to the Issuer; and Mr. Hernandez agreed to sell 4,000,000 shares of common stock of the Issuer which he held to Cohen Enterprises,
in consideration for an aggregate of $1,000 as well as for the amount of services provided by Mr. Cohen to the Issuer. The sales
closed on November 5, 2020.
A
condition to the Stock Purchase Agreements is that each of Mr. Alexander and Mr. Hernandez resign as a member of the Board of
Directors of the Issuer by no later than January 15, 2021, provided that as of the date of this filing Mr. Alexander and Mr. Hernandez
continue to serve as a member of the Board of Directors and have not yet resigned as members of the Board of Directors.
A
further requirement to the terms of the Stock Purchase Agreements was that each of Mr. Alexander and Mr. Hernandez take such actions
necessary and which may be requested from time to time by Mr. Cohen, to affect the cancellation of the one share of Series A Preferred
Stock of the Issuer held by each of them, for no consideration (including, but not limited to, without the required payment by
the Issuer of the $1 redemption price described in the designation of such Series A Preferred Stock).
The
shares of Series A Preferred Stock held by Mr. Alexander and Mr. Hernandez were canceled on November 6, 2020.The common shares
were also transferred to Mr. Cohen on November 6, 2020.
Item
5. Interest in Securities of the Issuer
(a) As of the close of business on December 9, 2020, the Reporting
Person beneficially owned in aggregate 2,000,000 shares of Common Stock representing 4.18% of the 47,807,406 shares of the Company’s
issued and outstanding Common Stock on such date (as confirmed by the Issuer’s transfer agent).
(b)
Mr. Alexander has the sole power to vote and to dispose of the 2,000,000 shares of Common Stock which he holds.
(c)
See Item 3, above.
(d)
No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of
the securities beneficially owned by the Reporting Person.
(e)
The Reporting Person ceased to be the beneficial owner of more than five percent of common stock of the Issuer on November 6,
2020.
CUSIP
No. 02687R106
|
Schedule
13D
|
Page
4 of 4
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
December 10, 2020
|
|
|
|
/s/ Esteban Alexander
|
|
Esteban Alexander
|
|
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