AMIH American International Holdings Corporation (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

Commission File Number: 000-50912

 

CUSIP NUMBER: 02687R205

 

(Check One):

☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐Form 10-D ☐ Form N-CEN ☐ Form N-CSR

 

For Period Ended: June 30, 2022

 

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

 

For the Transition Period Ended: ________________________

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

American International Holdings Corp.

Full Name of Registrant

 

N/A

Former Name if Applicable

 

4131 N. Central Expwy, Suite 900

Address of Principal Executive Office (Street and Number)

 

Dallas, Texas 75204

City, State and Zip Code

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

 

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III— NARRATIVE

 

State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period.

 

As previously disclosed in the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on (a) June 23, 2022, on June 16, 2022, the Registrant sold its 90% interest in its then wholly-owned subsidiary Mangoceuticals, Inc. to Cohen Enterprises, Inc., which entity is owned and controlled by Jacob D. Cohen, the Chief Executive Officer, President and member of the Board of Directors of the Company; and (b) July 13, 2022, on July 7, 2022, the Registrant entered into a June 30, 2022 Equity Interest Purchase Agreement, which was effective June 30, 2022, with Alejandro Rodriguez and Pan-American Communications Services, S.A. (collectively, the “Buyers”) and its then wholly-owned subsidiary, Epiq MD, Inc. (“Epiq MD”), pursuant to which the Registrant sold 100% of Epiq MD to the Buyers (collectively, (a) and (b), the “Disposition Transactions”).

 

The Registrant has been unable to timely compile the information required to prepare the financial statements for the Registrant’s Quarterly Report on Form 10-Q for the three months ending June 30, 2022 (the “Form 10-Q”), without unreasonable effort or expense, due to delays in accounting for the Disposition Transactions. As a result, the Registrant is still in the process of compiling the information required to complete the Form 10-Q and its independent registered public accounting firm requires additional time to complete its review of the financial statements and corresponding footnotes for the three and six months ending June 30, 2022. The Registrant anticipates that it will file the Form 10-Q no later than the fifth calendar day following the prescribed filing date.

 

PART IV — OTHER INFORMATION

 

Name and telephone number of person to contact in regard to this notification

 

Jacob Cohen		469		963-2644
(Name)		(Area Code)		(Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No

 

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

American International Holdings Corp.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 15, 2022	By	/s/ Jacob Cohen
		Chief Executive Officer