UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
|
|
|
|
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2015
OR
|
|
|
|
|
☐ 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)
|
|
|
|
Nevada |
88-0225318 |
(State of Incorporation) |
(I.R.S. Employer Identification No.) |
|
|
601 Cien Street, Suite 235 Kemah, TX |
77565-3077 |
(Address of Principal Executive Offices) |
(ZIP Code) |
Registrant's
Telephone Number, Including Area Code: (281) 334-9479
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 ☒ 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.
|
|
|
|
Large accelerated filer ¨ |
Accelerated filer ¨ |
Non-accelerated filer ¨ |
Smaller reporting company ☒ |
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 July 9, 2015 is 747,356 shares of common stock.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Financial Statements
AMERICAN INTERNATIONAL HOLDINGS CORP.
Consolidated Balance Sheets
(Unaudited)
| |
March 31, 2015 | |
December 31, 2014 |
ASSETS | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 305 | | |
$ | 120 | |
Receivable – related party | |
| 2,186,217 | | |
| 2,221,317 | |
| |
$ | 2,186,522 | | |
$ | 2,221,437 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 17,000 | | |
$ | 19,865 | |
Total liabilities | |
| 17,000 | | |
| 19,865 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | |
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; 747,355 shares issued; 746,945 shares outstanding | |
| 75 | | |
| 75 | |
Less treasury stock, at cost; 410 shares | |
| (3,894 | ) | |
| (3,894 | ) |
Additional paid-in capital | |
| 4,284,829 | | |
| 4,284,829 | |
Accumulated deficit | |
| (2,111,488 | ) | |
| (2,079,438 | ) |
Total stockholders’ equity | |
| 2,169,522 | | |
| 2,201,572 | |
Total liabilities and stockholders’ equity | |
$ | 2,186,522 | | |
$ | 2,221,437 | |
| |
| | | |
| | |
See accompanying notes to the unaudited
consolidated financial statements.
AMERICAN INTERNATIONAL HOLDINGS CORP.
Consolidated Statements of Operations
(Unaudited)
| |
For the Three Months Ended March 31, |
| |
2015 | |
2014 |
Revenue | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Costs and expenses: | |
| | | |
| | |
General and administrative | |
| 32,050 | | |
| 25,390 | |
| |
| | | |
| | |
Operating loss | |
| (32,050 | ) | |
| (25,390 | ) |
| |
| | | |
| | |
Net loss from operations | |
$ | (32,050 | ) | |
$ | (25,390 | ) |
| |
| | | |
| | |
Net loss per common share – basic and diluted | |
$ | (0.04 | ) | |
$ | (0.03 | ) |
| |
| | | |
| | |
Weighted average number of common shares outstanding – basic and diluted | |
| 747,355 | | |
| 747,355 | |
See accompanying notes to the unaudited consolidated
financial statements.
AMERICAN INTERNATIONAL HOLDINGS CORP.
Consolidated Statements of Cash Flows
(Unaudited)
| |
For the Three Months Ended March 31, |
| |
2015 | |
2014 |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (32,050 | ) | |
$ | (25,390 | ) |
Adjustments to reconcile net loss to cash used in operating activities: | |
| | | |
| | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts payable | |
| (2,865 | ) | |
| (22,242 | ) |
Net cash provided by (used) in operating activities | |
| (34,915 | ) | |
| (47,632 | ) |
| |
| | | |
| | |
Cash flows from investing activities | |
| | | |
| | |
Proceeds from note receivable | |
| — | | |
| — | |
Net cash provided by investing activities | |
| — | | |
| — | |
| |
| | | |
| | |
Cash flows from financing activities | |
| | | |
| | |
Repayment (borrowing) from related party | |
| 35,100 | | |
| 48,300 | |
Net cash provided by (used in) financing activities | |
| 35,100 | | |
| 48,300 | |
| |
| | | |
| | |
Net increase (decrease) in cash and cash equivalents | |
| 185 | | |
| 668 | |
Cash and cash equivalents at beginning of period | |
| 120 | | |
| — | |
Cash and cash equivalents at end of period | |
$ | 305 | | |
$ | 668 | |
| |
| | | |
| | |
Supplemental disclosures | |
| | | |
| | |
Interest paid | |
$ | — | | |
$ | — | |
Income taxes paid | |
$ | — | | |
$ | — | |
See accompanying notes to the unaudited consolidated
financial statements.
AMERICAN INTERNATIONAL HOLDINGS CORP.
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 - Summary of Significant Accounting Policies
The accompanying unaudited interim consolidated
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 consolidated 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, 2014. 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
American International Holdings Corp.
(“AMIH”) is a 93.2% owned subsidiary of American International Industries, Inc. ("American", “AMIN”)
(OTCBB: AMIN).
Cash Equivalents
Highly liquid investments with original maturities of three months
or less are considered cash equivalents.
Fair Value of Financial Instrument
The fair value of a financial instrument is
the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale
or liquidation.
Net Loss Per Common Share
The basic net loss per common share is computed
by dividing the net loss by the weighted average number of shares outstanding during a period. Diluted net loss per common
share is computed by dividing the net loss, adjusted on an as if converted basis, by the weighted average number of common shares
outstanding plus potential dilutive securities.
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.
Subsequent Events
AMIH has evaluated all subsequent events from
March 31, 2015 through the issuance date of the consolidated financial statements for subsequent event disclosure consideration.
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, 2015, and December 31, 2014, AMIH had a receivable
from AMIN of $2,186,217 and $2,221,317, respectively. During the three months ended March 31, 2015 and 2014, AMIN repaid
$35,100 and $48,300 of this receivable to the Company, respectively.
Note 3 – Going concern
As reflected in the accompanying financial
statements, the Company has no operations, a net loss of $32,050 for the three months ended March 31, 2015, an accumulated deficit
of $2,111,488, 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 2015. As a shell corporation, the Company 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 corporation. 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 December31 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 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, 2015 Compared to the Three
months ended March 31, 2014
General and administrative expenses were $32,050
for the three months ended March 31, 2015, compared to $25,390 for the three months ended March 31, 2014. General and administrative
expenses increased by $6,660 and consisted primarily of executive compensation and legal and professional expenses.
Liquidity and Capital Resources for AMIH
As of March 31, 2015, AMIH had total assets of $2,186,522, consisting
of $305 in cash and cash equivalents and $2,186,217 in related party receivables due from AMIN.
As of March 31, 2015, AMIH had total liabilities
of $17,000 which consisted of accounts payable.
AMIH had working capital and total stockholders’
equity of $2,169,522 and $2,201,572 as of March 31, 2015 and December 31, 2014, respectively.
Net cash used in operating activities
was $34,915 for the three months ended March 31, 2015, which was derived from a net loss of $32,050 and a decrease in accounts
payable of $2,865. Net cash used in operating activities was $47,632 for the three months ended March 31, 2014, which was derived
from a net loss of $25,390 and decrease in accounts payable of $22,242.
Net cash provided by financing activities during
the three months ended March 31, 2015 was $35,100, compared to $48,300 during the three months ended March 31, 2014. Net cash provided
by financing activities was for a change in receivables from a related party.
Off-Balance Sheet Arrangements
As of March 31, 2015 and December
31, 2014, 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures.
As of March 31, 2015, 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
ITEM 1. LEGAL PROCEEDINGS
There have been no updates to any legal proceedings previously disclosed.
ITEM 1A. RISK FACTORS
For the three months ended March 31, 2015, there
were no material changes from risk factors as disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2014.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
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.
SIGNATURES
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/ Daniel Dror |
|
|
Daniel Dror |
|
|
Chief Executive Officer, President, and Chairman |
|
|
July 9, 2015 |
|
By |
/s/ Charles R. Zeller |
|
|
Charles R. Zeller |
|
|
Director and Interim Chief Financial Officer |
|
|
July 9, 2015 |
|
American International Holdings Corp. 10-Q
Exhibit 31.1
CERTIFICATIONS
I, Daniel Dror, certify that:
1. I have reviewed this quarterly report of American International
Holdings Corp.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: |
July 9, 2015 |
|
|
|
|
|
/s/ Daniel Dror |
|
|
Chief Executive Officer, President, and Chairman |
|
American International Holdings Corp. 10-Q
Exhibit 31.2
CERTIFICATIONS
I, Charles R. Zeller, certify that:
1. I have reviewed this quarterly report of American International
Holdings Corp.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: |
July 9, 2015 |
|
|
|
|
|
/s/ Charles R. Zeller |
|
|
Director and Interim Chief Financial Officer |
|
American International Holdings Corp. 10-Q
Exhibit 32.1
Statement Pursuant to Section 906 of Sarbanes-Oxley
Act of 2002
The undersigned, Daniel Dror, CEO and Chairman of American International
Holdings Corp., formerly Delta Seaboard International, Inc., a Texas corporation, hereby makes the following certification as required
by Section 906(a) of the Sarbanes-Oxley Act of 2002, with respect to the following of this report filed pursuant to Section 15(d)
of the Securities Exchange Act of 1934: Quarterly Report of Form 10-Q for the period ended March 31, 2015.
The undersigned certifies that the above annual report fully complies
with the requirements of Section 15(d) of the Securities Exchange Act of 1934, and information contained in the above quarterly
report fairly presents, in all respects, the financial condition of American International Holdings Corp. and results of its operations.
Date: |
July 9, 2015 |
|
|
|
|
|
/s/ Daniel Dror |
|
|
Daniel Dror |
|
|
Chief Executive Officer, President, and Chairman |
|
American International Holdings Corp. 10-Q
Exhibit 32.2
Statement Pursuant to Section 906 of Sarbanes-Oxley
Act of 2002
The undersigned, Charles R. Zeller, Interim CFO of American
International Holdings Corp., formerly Delta Seaboard International, Inc., a Texas corporation, hereby makes the following certification
as required by Section 906(a) of the Sarbanes-Oxley Act of 2002, with respect to the following of this report filed pursuant to
Section 15(d) of the Securities Exchange Act of 1934: Quarterly Report of Form 10-Q for the period ended March 31, 2015.
The undersigned certifies that the above annual report fully complies
with the requirements of Section 15(d) of the Securities Exchange Act of 1934, and information contained in the above quarterly
report fairly presents, in all respects, the financial condition of American International Holdings Corp. and results of its operations.
Date: |
July 9, 2015 |
|
|
|
|
|
/s/ Charles R. Zeller |
|
|
Charles R. Zeller |
|
|
Director and Interim Chief Financial Officer |
|
American (CE) (USOTC:AMIH)
Historical Stock Chart
From Jun 2024 to Jul 2024
American (CE) (USOTC:AMIH)
Historical Stock Chart
From Jul 2023 to Jul 2024