10-Q 1 amih-10q_033115.htm QUARTERLY REPORT

 

  

  

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. 

 

 

 

 

 

Item   Description   Page
    PART I FINANCIAL INFORMATION    
ITEM 1.   FINANCIAL STATEMENTS   3
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   9
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   11
ITEM 4.   CONTROLS AND PROCEDURES   11
         
    PART II – OTHER INFORMATION    
ITEM 1.   LEGAL PROCEEDINGS   11
ITEM 1A.   RISK FACTORS    
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   11
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES   11
ITEM 4.   MINE SAFETY DISCLOSURES   11
ITEM 5.   OTHER INFORMATION   11
ITEM 6.   EXHIBITS   11
         
         

 

 

 

 

 

 

 

 

2
 

 

 

PART I - FINANCIAL INFORMATION

 

 

ITEM 1. FINANCIAL STATEMENTS

 

 

Financial Statements

 

Financial Statements  
Unaudited Consolidated Balance Sheets – March 31, 2015 and December 31, 2014 4
Unaudited Consolidated Statements of Operations – Three Months Ended March 31, 2015 and 2014 5
Unaudited Consolidated Statements of Cash Flows – Three Months Ended March 31, 2015 and 2014 6
Notes to Unaudited Consolidated Financial Statements 7

 

 

 

 

 

 

3
 

 

 

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.

 

 

 

 

 

4
 

 

 

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.

 

 

 

 

5
 

 

 

 

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.

 

 

 

 

 

6
 

 

 

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. 

 

 

7
 

 

 

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 3Going 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.

 

 

 

8
 

 

 

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.

 

 

 

9
 

 

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. 

 

 

 

 

10
 

 

 

 

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.

 

Exhibit No. Description
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

 

 

 

11
 

  

 

 

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  

 

  

 

 

 

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