10-Q 1 form10-q.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, 2019

[ ] 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.)

3990 Vitruvian Way, Suite 1152, Addison, Texas		75001
(Address of Principal Executive Offices)		(ZIP Code)

Registrant’s Telephone Number, Including Area Code: (972) 803-5337

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 [X] 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 [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares outstanding of each of the issuer’s classes of equity as of November 19, 2019 is 25,458,355 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	14
ITEM 3.	OUANTITATIVE AND OUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4.	CONTROLS AND PROCEDURES	15

	PART II— OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	16
ITEM 1A.	RISK. FACTORS	16
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	16
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	16
ITEM 4.	MINE SAFETY DISCLOSURES	16
ITEM 5.	OTHER INFORMATION	16
ITEM 6.	EXHIBITS	16

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Financial Statements

Financial Statements
Consolidated Balance Sheets — September 30, 2019 and December 31, 2018 (unaudited)	4
Consolidated Statements of Operations — Three and Nine Months Ended Septemer 30, 2019 and Three Months Ended September 30, 2018, and From January 31, 2018 (inception) to September 30, 2018 (unaudited)	5
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)–Three and Nine Months Ended September 30, 2019 and Three Months Ended September 30, 2018 and From January 31, 2018 (inception) to September 30, 2018 (unaudited)	6
Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2019 and From January 31, 2018 (inception) to September 30, 2018 (unaudited)	7
Notes to Consolidated Financial Statements	8

AMERICAN INTERNATIONAL HOLDINGS CORP.

Consolidated Balance Sheets

September 30, 2019 and December 31, 2018

(Unaudited)

	(Unaudited)
	September 30,			December 31,
	2019			2018
Assets
Current assets:
Cash	$	21,867		$	18,796
Prepaid expenses		-			8,866
Total current assets		21,867			27,662

Operating lease right-of-use asset, net		247,430			-

Property and equipment net		124,812			86,478

Licensing agreement, net		65,000			-
Other asset - deposit		4,777			9,210
Total assets	$	463,886		$	123,350

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	6,499		$	-
Accrued interest payable		19,991			-
Accrued compensation, related parties		81,000			-
Deferred lease liability		-			7,650
Short-term note payable		145,000			-
Loans payable to related parties		134,205			121,084
Operating lease liability, current		48,586			-
Current installments of long-term debt		13,095			-
Total current liabilities		448,376			128,734

Operating lease liability, non-current		207,581			-
Long-term debt to related parties		350,000			-
Long-term debt, less current installments		17,908			-
Total liabilities		1,023,865			128,734

Stockholders’ equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized: 0 shares issued		-			-
Common stock, $0.0001 par value, 195,000,000 authorized: 24,968,355 shares issued and outstanding at September 30, 2019, 10,933,335 issued and outstanding at December 31, 2018		2,497			1,093
Treasury stock, at cost;		(353,894	)		-
Additional paid-in capital		1,805,539			1,043
Common stock payable		165,000			-
Retained earnings (deficit)		(2,179,121	)		(7,520	)
Total stockholders’ equity (deficit)		(559,979	)		(5,384	)

Total liabilities and stockholders’ equity (deficit)	$	463,886		$	123,350

See accompanying notes to the unaudited consolidated financial statements.

AMERICAN INTERNATIONAL HOLDINGS CORP.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,			The Period from January 31, 2018 (inception) to September 30,
	2019			2018			2019			2018

Revenues	$	52,085		$	18,695		$	143,032		$	24,994
Cost of sales		37,957			6,576			73,672			6,576
Gross margin		14,128			12,119			69,360			18,418

Operating expenses:
Sales and marketing expenses		10,635			225			17,262			225
General and administrative expenses		2,057,506			10,248			2,191,271			10,677
Total operating expenses		2,068,141			10,473			2,208,533			10,902

Operating income (loss)		(2,054,013	)		1,646			(2,139,173	)		7,516

Other expenses - interest expense		(17,161	)		(750	)		(32,428	)		(750	)

Net income (loss)	$	(2,071,174	)	$	896		$	(2,171,601	)	$	6,766

Net loss per common shares	$	(0.08	)	$	0.00		$	(0.10	)	$	0.00

Weighted average number of common shares outstanding - basic and diluted		24,792,455			10,933,355			20,945,539			10,933,355

See accompanying notes to the unaudited consolidated financial statements.

AMERICAN INTERNATIONAL HOLDINGS CORP.

Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

	Three Months Ended September 30, 2019																					Three Months Ended September 30, 2018
									Additional		Common																			Additional
	Preferred Stock				Common Stock				Paid-in		Stock		Treasury			Accumulated						Preferred Stock				Common Stock				Paid-in			Treasury		Accumulated
	Shares		Amount		Shares		Amount		Capital		Payable		Stock			Deficit			Total			Shares		Amount		Shares		Amount		Capital			Stock		Deficit		Total

Balance at beginning of period		-	$	-		23,433,355	$	2,343	$	27,027	$	-	$	(353,894	)	$	(107,947	)	$	(432,471	)		-	$	-		10,933,335	$	1,093	$	(1,093	)	$	-	$	5,870	$	5,870

Imputed interest		-		-		-		-		5,916		-		-			-			5,916			-		-		-		-		-			-		-		-

Issuance of common shares services		-		-		1,435,000		144		1,672,606		165,000		-			-			1,837,750			-		-		-		-		-			-		-		-

Issuance of common shares for discount on loan		-		-		100,000		10		99,990		-		-			-			100,000			-		-		-		-		-			-		-		-

Net loss		-		-		-		-		-		-		-			(2,071,174	)		(2,071,174	)		-		-		-		-		-			-		896		896

Balance at end of period		-	$	-		24,968,355	$	2,497	$	1,805,539	$	165,000	$	(353,894	)	$	(2,179,121	)	$	(559,979	)		-	$	-		10,933,335	$	1,093	$	(1,093	)	$	-	$	6,766	$	6,766

	Nine Months Ended September 30, 2019																								From January 31, 2018 (inception) to September 30, 2018
											Additional			Common																			Additional
	Preferred Stock				Common Stock						Paid-in			Stock		Treasury			Accumulated						Preferred Stock				Common Stock				Paid-in			Treasury		Accumulated
	Shares		Amount		Shares			Amount			Capital			Payable		Stock			Deficit			Total			Shares		Amount		Shares		Amount		Capital			Stock		Deficit		Total

Balance at beginning of period		-	$	-		10,933,355		$	1,093		$	1,043			-	$	-		$	(7,520	)	$	(5,384	)		-	$	-		10,933,355	$	1,093	$	(1,093	)	$	-	$	-	$	-

Imputed interest		-		-		-			-			7,942			-		-			-			7,942			-		-		-		-		-			-		-		-

Issuance of common shares for reverse acquisition		-		-		18,000,000			1,800			(16,592	)		-		(3,894	)		-			(18,686	)		-		-		-		-		-			-		-		-

Issuance of common shares under private placement		-		-		100,000			10			9,990			-		-			-			10,000			-		-		-		-		-			-		-		-

Cancellation of common shares for long-term debt		-		-		(5,900,000	)		(590	)		590			-		(350,000	)		-			(350,000	)		-		-		-		-		-			-		-		-

Issuance of common shares for discount on loan		-		-		150,000			15			104,985			-		-			-			105,000			-		-		-		-		-			-		-		-

Issuance of common shares for licensing agreement				-		250,000			25			24,975			-		-			-			25,000			-		-		-		-		-			-		-		-

Issuance of common shares for services		-		-		1,435,000			144			1,672,606			165,000		-			-			1,837,750			-		-		-		-		-			-		-		-

Net loss		-		-		-			-			-			-		-			(2,171,601	)		(2,171,601	)		-		-		-		-		-			-		6,766		6,766

Balance at end of period		-	$	-		24,968,355		$	2,497		$	1,805,539		$	165,000	$	(353,894	)	$	(2,179,121	)	$	(559,979	)		-	$	-		10,933,355	$	1,093	$	(1,093	)	$	-	$	6,766	$	6,766

See accompanying notes to unaudited consolidated financial statements.

AMERICAN INTERNATIONAL HOLDINGS CORP.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,			The Period From January 31, 2018 (inception) to September 30,
	2019			2018
Cash flows from operating activities:
Net income (loss)	$	(2,171,601	)	$	16,767
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		18,480			-
Imputed interest expense		7,942			-
Stock based compensation		1,837,750			-
(Increase) decrease in operating assets:
Prepaid expenses		8,866			-
Operating lease right-of-use asset, net		(247,430	)		-
Licensing agreement		(40,000	)		-
Other asset - deposit		4,433			(9,210	)
(Decrease) increase in operating liabilities:
Accounts payable		77,235			-
Accrued interest payable		19,304			-
Deferred lease liability		(7,650	)		-
Accrued compensation		81,000			-
Operating lease right-of-use liability, net		256,167			-
Net cash provided by (used in) operating activities		(155,504	)		7,557

Cash flows from investing activities:
Capital expenditures for property and equipment		(17,034	)		(42,894	)
Net cash used in investing activities		(17,034	)		(42,894	)

Cash flows from financing activities:
Proceeds of the sale of common shares		10,000			-
Proceeds from short-term borrowings from related parties		195,257			88,510
Repayment of short-term borrowings from related parties		(66,624	)		(29,543	)
Proceeds from long-term borrowing		40,000			-
Principal payments on long-term debt		(3,024	)		-
Net cash provided by financing activities		175,609			58,967

Net increase (decrease) in cash		3,071			23,630

Cash at beginning of year		18,796			-
Cash at end of period	$	21,867		$	23,630

Supplemental schedule of cash flow information:
Interest paid	$	13,289		$	750

Non-cash investing and financing transactions:
Equipment purchases financed with long-term debt	$	34,027		$	-

Common shares issued for notes payable	$	350,000		$	-

Common shares issued for licensing agreement	$	25,000		$	-

Common shares issued for debt inducement	$	105,000		$	-

Common shares issued for reverse acquisition	$	1,800		$	-

See accompanying notes to the unaudited consolidated financial statements.

AMERICAN INTERNATIONAL HOLDINGS CORP.

Notes to Consolidated Financial Statements

September 30, 2019

(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, 2018. 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

Prior to May 31, 2018, American International Holdings Corp. (“AMIH”) was a 93.2% owned subsidiary of American International Industries, Inc. (“American”, “AMIN”) (OTCBB: AMIN). 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 occurred. American International Industries, Inc. ownership decreased from 93.2% to 6.4%. No one individual or entity owns at least 50% of the outstanding shares of the Company. Effective April 12, 2019, the Company changed its business focus to the services of medical spas.

On April 12, 2019, The Company entered into a Share Exchange Agreement (the “Agreement”) with Novopelle Diamond, LLC (“Novopelle”) and all three members of Novopelle. See Note 2 for the detail of the transaction. The acquisition was treated as a reverse acquisition for accounting purposes, with the Company remaining the parent company and Novopelle becoming a wholly-owned subsidiary of the Company.

Principles of Consolidation

The consolidated financial statements include the accounts of AMIH and its wholly-owned subsidiaries: Novopelle Diamond, LLC and Capitol City Solutions USA, Inc. All significant intercompany transactions and balances have been eliminated in consolidation.

Reclassifications

Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented.

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, 2019 and December 31, 2018.

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, 2019 and December 31, 2018, 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.

Net Loss 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.

Property, Plant, Equipment, Depreciation, Amortization and Long-Lived Assets

Long-lived assets include:

Property, Plant and Equipment – Assets acquired in the normal course of business are recorded at original cost and may be adjusted for any additional significant improvements after purchase. We depreciate the cost evenly over the assets’ estimated useful lives. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, with any resultant gain or loss being recognized as a component of other income or expense.

Identifiable intangible assets – These assets are recorded at acquisition cost. Intangible assets with finite lives are amortized evenly over their estimated useful lives.

At least annually, we review all long-lived assets for impairment. When necessary, we record changes for impairments of long-lived assets for the amount by which the present value of future cash flows, or some other fair value measure, is less than the carrying value of these assets.

If the carrying amount of a reporting unit exceeds its fair value, we measure the possible goodwill impairment based upon an allocation of the estimate of fair value of the reporting unit to all of the underlying assets and liabilities of the reporting unit, including any previously unrecognized intangible assets (Step Two Analysis). The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities (“carrying amount”) is the implied fair value of goodwill.

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.

Revenue Recognition

The Company recognizes revenue in according with Accounting Standards Codification (ASC) Topic 606. The underlying principle is that the Company recognize revenue to depict the transfer of promised goods and services to customers in an amount that they expect to be entitled to in the exchange for goods and services provided. A five-step process has been designed for the individual or pools of contracts to keep financial statements focused on this principle.

Note 2 - Acquisition

Effective April 12, 2019, American International Holdings Corp. (“AMIH”) issued 18,000,000 shares of the Company common stock to the members (three individuals) of Novopelle Diamond, LLC (“Novopelle”), a Texas limited company, to acquire 100% of the membership interests of Novopelle. The issuance of these shares represent a change in control of AMIH. Concurrent with the issuance, Jacob Cohen, Esteban Alexander and Alan Hernandez, representing the three former members of Novopelle, were elected to the board of directors and to the office of Chief Executive Officer, Chief Operating Officer and Chief Marketing officer of the AMIH, respectively. Everett Bassie and Charles Zeller resigned as board members of AMIH. This transaction was accounted for as a reverse acquisition. At closing, in accordance with the share exchange agreement, AMIH will remain as the parent company with Novopelle being a wholly owned subsidiary of AMIH.

Note 3 – Property and Equipment

Property and equipment is as follows at September 30, 2019 and December 31, 2018:

	September 30,		December 31,
	2019		2018
Leasehold improvements	$	92,516	$	85,016
Furniture & fixtures		5,843		1,462
Equipment		39,180		-
		137,539		86,478
Less accumulated depreciation and amortization		12,727		-
Net property and equipment	$	124,812	$	86,478

Depreciation and amortization expense for the nine months ended September 30, 2019 was $18,480.

The Company incurred long-debt in the amount of $34,027 during the nine months ended September 30, 2019 to purchase equipment used in its operations. The total purchase price was $37,027, with the Company making a down payment in the amount of $3,000.

Note 4 – Licensing Agreement

On June 27^th, 2019, the Company executed an exclusive license agreement with Novo MedSpa Addison Corp (“Novo Medspa”) providing the Company with the exclusive rights to the Novopelle brand and to establish new Novopelle branded MedSpa locations on a worldwide basis (the “Exclusive License”). In consideration for the Exclusive License, the Company paid Novo MedSpa a one-time cash payment of $40,000 and issued to Novo MedSpa 250,000 shares of the Company’s common stock. The 250,000 shares of the Company’s common stock was valued at $0.10 per share or $25,000.

Note 5 – Operating Right-of-Use Lease Liability

On January 1, 2019, the Company adopted Accounting Standards Update No. 2016-2, Leases (Topic 842), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosure surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

On January 1, 2019, the Company recognized an operating right-of-use asset in the amount $287,206 and an operating lease liability in the amount of $294,774. The lease term is eighty-four (84) months and expires in November 2025.

The following is a schedule, by year, of maturities of lease liabilities as of September 30, 2019:

2019	$	26,599
2020		54,066
2021		54,951
2022		55,854
2023		56,776
2024		57,715
2025		53,828
Total undiscounted cash flows		359,789
Less imputed interest (8%)		(103,622	)
Present value of lease liability	$	256,167

Total rental expense for the nine months ended September 30, 2019 was $45,011.

The operating lease right-of-use asset net balance at September 30, 2019 was $247,430.

Note 6 – Accrued Compensation for Related Parties

At September 30, 2019, accrued compensation represent compensation for the Company’s executive officers from April 12, 2019 to September 30, 2019 in the amount of $126,000, less $45,000 that was paid.

Note 7 – Short-Term Notes Payable

Short-term notes payable represents the following at September 31, 2019:

Note payable to an individual dated May 17, 2019 for $30,000, with interest at 5%. The note is due on April 30, 2020. The Note in unsecured	$	30,000

Note payable to an individual dated July 8, 2019 for $40,000, with interest at 8%. The Note in a convertible promissory note. In the event that the Company files, and has qualified by the SEC an offering Statement on Regulation A of the Securities Act of 1933, as amended, the Note holder has the rights to convert all of any portion of the principal amount and accrued interest due on the Note into issued in the Offering Statement		40,000

Note payable to financial group dated August 26, 2019 for $75,000, with interest at 12%. The Note is due on August 26, 2020.		75,000

Total	$	145,000

Note 8 – Loans to Related Parties

During the nine-month period ended September 30, 2019, two of the Company officers and board members, loaned the Company $19,908. During the nine months ended September 30, 2019, the Company repaid 66,624 of loans to the two officers/board members. The Company incurred $7,942 on imputed interest expense on related party borrowing during the nine months ended September 30, 2019. Outstanding loan balances to these related parties was $79,979 at September 30, 2019.

On June 21^st, 2019, the Company issued a promissory note with a principal amount of $40,000 to a related party in exchange for $40,000 in cash. The promissory note is unsecured, has a maturity date of June 21, 2020 and accrues interest at the rate of 8% per annum until paid in full by the Company. Furthermore, the Company issued 50,000 shares of the Company’s common stock to the related party investor as further consideration to enter into the loan with the Company. The Company issued 50,000 shares of common stock valued at $.10 per share or $5,000, which was accounted for a discount on the note.

On September 9^th, 2019, the Company issued a promissory note with a principal amount of $100,000 to a related party in exchange for $100,000 in cash. The promissory note is unsecured, has a maturity date of September 9, 2020 and accrues interest at the rate of 8% per annum until paid in full by the Company. Furthermore, the Company issued 100,000 shares of the Company’s common stock to the related party investor as further consideration to enter into the loan with the Company. The Company issued 100,000 shares of common stock valued at $1.00 per share or $100,000, which was accounted for a discount on the note.

As of September 30, 2019, AMIH had a short-term note payable in the amount of $13,473 to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party.

Note 9 – Long-Term Debt to Related Parties

On April 12, 2019 the Company entered into individual share exchange agreements and promissory notes with each of Daniel Dror, Winfred Fields and former Directors Everett Bassie and Charles Zeller (the “AMIH Shareholders”), whereby the AMIH Shareholders agreed to cancel and exchange a total of 5,900,000 shares of their AMIH common stock. The Company issued individual promissory notes with an aggregate principal amount of $350,000 (the “Promissory Notes”) for cancellation of the 5,900,000 shares of common stock. The Promissory Notes have a term of two years and accrue interest at the rate of 10% per annum until paid in full by the Company. The Company accrued $16,395 of interest on these notes during the nine months ended September 30, 2019.

Note 10 – Long-Term Debt

The Company incurred long-debt in the amount of $34,027 during the six months ended Septembe 30, 2019 to purchase equipment used in its operations. The total purchase price was $37,027, with the Company making a down payment in the amount of $3,000. The note is due in monthly payments of $1,258.50, including interest at 8%, due in September 2021.

The maturities of long-term debt is as follows:

Year	Amounts
2019	$	6,417
2020		13,628
2021		10,958
Total		31,003
Less current installments		(13,095	)
Long-term debt, less current installments	$	17,908

Note 11 – 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, 2019 and December 31, 2018.

The Company is authorized to issue up to 195,000,000 shares of common stock, $0.0001 par value, of which 24,968,355 shares are issued and outstanding (outstanding shares includes 410 treasury shares) at September 30, 2019 and 10,933,355 at December 31, 2018.

On May 31, 2018, the Company issued 3,800,000 shares of common stock to Robert Holden for future services as the Company CEO and Director to pursue a digital marketing business under the name of Digital Marketing Interactive. As a result of the resignation of Mr. Holden on August 19, 2018, the Company no longer anticipates operating under the d/b/a Digital Marketing Interactive and/or maintaining a business focus in digital marketing moving forward. The Company plans to pursue legal actions to recover the 3,800,000 shares of stock issued to Mr. Holden.

On April 12, 2019, the Company issued 18,000,000 shares of common stock for the acquisition Novopelle.

On April 12, 2019, the Company entered into four exchange agreements with current shareholders to cancel 5,900,000 shares of common stock in exchange for four long-term notes totaling $350,000.

On May 3^rd, 2019, the Company issued 100,000 shares of the Company’s common stock to a non-related third-party investor in exchange for $10,000 in cash.

On June 21, 2019, the Company issued 50,000 shares of common stock as part consideration of a loan agreement. The shares were valued at $0.10 per share or $5,000.

On June 24^th, 2019, the issued 250,000 shares of the Company’s common stock as part consideration of an exclusive licensing agreement. The shares were valued at $0.10 per share or $25,000.

On August 23, 2019, the Company issued 100,000 shares of the Company’s common stock in consideration for consulting services. The shares were valued at $1.50 per share or $150,000.

On September 9, 2019, the Company issued 100,000 shares of common stock as part consideration of a loan agreement. The shares were valued at $1.00 per share or $100,000.

On July 5, 2019, our Board of Directors adopted and approved our 2019 Stock Option and Incentive Plan (the “Plan”). The Plan is intended to promote the interests of our Company by providing eligible person with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Company as an incentive for them to remain in the service of the Company. The maximum number of shares available to be issued under the Plan is currently 10,000,000 shares, subject to adjustments for any stock splits, stock dividends or other specified adjustments which may take place in the future. The Company issued a total of 1,335,000 shares to eligible persons under the Plan and recorded a total $1,662,750 as Stock Based Compensation against these issuances for the nine months ended September 30, 2019.

Note 12 — Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $2,171,601 for the nine months ended September 30, 2019, an accumulated deficit of $2,179,121. 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. 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 13 – Subsequent Events

On October 1, 2019, the Company entered into an Employment Agreement with Jesse L. Dickens, Jr. to serve as the Chief Executive Officer of the Company’s newly formed wholly owned subsidiary, Capitol City Solutions USA, Inc. (“CCS”) (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Dickens will receive an annual base salary of $120,000 and shall receive an equity grant in the amount of one million (1,000,000) shares of the Company’s common stock (the “Equity Shares”) pursuant to a vesting period of one-year, of which two-hundred and fifty thousand (250,000) shares were issued to Mr. Dickens at the signing of the Employment Agreement and the remaining shares issuable as follows: 250,000 shares on January 1, 2020, 250,000 shares on April 1, 2020, and 250,000 shares on July 1, 2020.

On October 11, 2019, the Company issued a convertible promissory note with a principal amount of $75,000 to an unrelated party in exchange for $75,000 in cash. The convertible promissory note has a maturity date of July 11, 2020 and accrues interest at the rate of 10% per annum until paid in full by the Company. In the event that the Company files, and has qualified by the SEC an offering Statement on Regulation A of the Securities Act of 1933, as amended, the Note holder has the rights to convert all of any portion of the principal amount and accrued interest due on the Note into issued in the Offering Statement. In the event the Company does not file an Offering Statement or an Offering Statement has not been Qualified, the investor shall have the to convert all or any part of the outstanding and unpaid amount of the Note shares of the Company’s common stock valued at sixty percent (60%) of the lowest traded price for the Company’s common stock during the twenty (20) trading days preceding the relevant conversion, representing a 40% discount. Furthermore, the Company issued 10,000 shares of the Company’s common stock to the unrelated party investor as further consideration to enter into the loan with the Company.

On October 18, 2019, Legend Nutrition, Inc. (“Legend”), a wholly owned subsidiary of the Company entered into an Asset Purchase Agreement with David Morales (the “Asset Purchase Agreement”) to acquire all of the assets associated with and related to a retail vitamin, supplements and nutrition store located in Mckinney, TX and currently identified and doing business as “Ideal Nutrition.” Pursuant to the Asset Purchase Agreement, Legend purchased a variety of assets including software, contracts, bank and merchant accounts, products, inventory, computers, security systems and other intellectual properties (the “Assets”). Legend is continuing to operate the business as Ideal Nutrition and intends to officially rebrand as Legend Nutrition in the upcoming months. For consideration of the Assets, Legend issued to Mr. Morales a promissory note in the amount of Seventy-Five Thousand US Dollars ($75,000) bearing an interest rate of five percent (5%) per annum and with a maturity date of one year (the “Promissory Note”).

On October 18, 2019 and concurrent with the Asset Purchase Agreement, Legend entered into an Employment Agreement with Michael Ladner to serve as its Chief Executive Officer (the “Ladner Employment Agreement”). Pursuant to the Ladner Employment Agreement, Mr. Ladner will receive an annual base salary of $60,000 per annum and shall increase to $100,000 per annum starting January 1, 2020 through October 18, 2021. In addition, Mr. Ladner shall be eligible to receive cash performance bonuses equal to five percent (5%) of the net profits generated by each Legend Nutrition store location while the Mr. Ladner is employed by Legend. Further, Mr. Ladner may participate in equity incentive programs as determined by the Company from time to time. The Ladner Employment Agreement has a two-year term, provided, however, after the end of the term, the agreement will automatically renew for successive one-year terms.

On October 28, 2019, the Company issued a convertible promissory note with a principal amount of $78,750 to an unrelated party investor in exchange for $75,000 in cash. The convertible promissory note has a maturity date of October 28, 2020 and accrues interest at the rate of 10% per annum until paid in full by the Company. The conversion price shall equal the lesser of (i) the price per share of Common Stock sold to investors in that certain offering Statement on Regulation A as qualified by the Securities Act of 1933, as amended, or (ii) a variable conversion Price” equal to 60% multiplied by the lowest Trading Price for the Common Stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date, representing a discount rate of 40%.

On November 1, 2019, the Company issued 300,000 shares of the Company’s common stock to eligible persons under the Plan.

On November 6, 2019, Novopelle Waterway, Inc. (“Novopelle Waterway”), a wholly owned subsidiary of the Company, entered into a Lease Agreement with 20 & 25 Waterway Holdings, LLC (the “Landlord”) to lease and occupy approximately 1,254 square feet of commercial retail space located at 25 Waterway, Suite 150, The Woodlands, TX to operate a newly established Novopelle Med Spa (the “Lease Agreement”). The Lease Agreement has a term of five (5) years and commences on the date which is the earlier to occur of (a) one hundred ten (110) days following delivery of the premises to Novopelle Waterway, or (b) the day upon which Novopelle Waterway opens for business. The annual base rent is $53,922, or $43 per square foot, and shall increase at a rate of three percent (3%) per annum until the end of the lease term (the “Base Rent”). In addition to the Base Rent, Novopelle Waterway shall reimburse the landlord for its pro-rata share of all real estate taxes and assessments, hazard and liability insurance and common area maintenance costs for the entire shopping center (the “Additional Rent” or “Triple Net”). At execution of the Lease Agreement, the Additional Rent was estimated at $15.59 per square foot per year.

On November 11, 2019, the Company issued 30,000 shares of the Company’s common stock to eligible persons under the Plan.

Management has evaluated all subsequent events through November 20, 2019, the date the financial statements were available to be issued. No change to the financial statements for the quarter ended September 30, 2019 is deemed necessary as a result of this evaluation.

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 December 31 of the particular year.

Business

Results of Operations for AMIH

Three months ended September 30, 2019 compared to the three months ended September 30, 2018

Revenues for the three months ended September 30, 2019 and 2018 was $52,085 and $18,695, respectively

Cost of sales were $37,957 for the three months ended September 30, 2019 and compared to $6,576 for the three months ended September 30, 2018.

Selling, general and administrative expenses were $2,068,141 for the three months ended September 30, 2019, compared to $10,473 for the three months ended September 30, 2018.

Nine months ended September 30, 2019 compared to the nine months ended September 30, 2018.

Revenues for the nine months ended September 30, 2019 and 2018 were $143,032 and $24,94, respectively.

Cost of sales were $73,672 for the nine months ended September 30, 2019 compared to $6,576 for the nine months ended September 30, 2018. Selling, general and administrative expenses were $2,208,533, including $1,837,750 in stock-based compensation, and $10,902, respectively

Liquidity and Capital Resources for AMIH

As of September 30, 2019, AMIH had total assets of $463,886, including $21,867 in cash. At December 31, 2018, AMIH had total assets of $123,350, including $18,796 in cash.

As of September 30, 2019, and December 31, 2018, AMIH had total current liabilities of $448,376 and $128,734 respectively.

AMIH had negative working capital of $426,509 and $101,072 as of September 30, 2019 and December 31, 2018, respectively.

Net used in operating activities was $155,504 for the nine months ended September 30, 2019. Net cash provided by operating activities was $7,557 for the nine months ended September 30, 2018.

Net cash used in investing activities for the nine-months ended September 30, 2019 and 2018, was $17,034 and $0, respectively. Net cash used investing activities for the nine months ended September 30, 2019 was used purchased property and equipment used in operations.

Net cash provided by financing activities during the nine months ended September 30, 2019 was $175,609, compared to $58,967 during the nine months ended September 30, 2018. During the nine months ended September 30, 2019, the Company sold common shares for $10,000, borrowed $40,000 in long-term borrowing and $195,257 form related parties. It also repaid $66,624 in borrowing from related parties, $3,024 principal payments on long-term debt. During the nine months ended September 30, 2018, the Company borrowed $88,510 in short-term borrowing from related parties, and repaid $58,967 in borrowing from related parties.

Off-Balance Sheet Arrangements

As of September 30, 2019 and December 31, 2018, AMIH did not have any off-balance sheet arrangements as defined in Item 303(aX4Xii) 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 September 30, 2019, 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 nine months ended September 30, 2019, 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, 2018.

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

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/ Jacob D. Cohen
	Chief Executive Officer, President and Director
	November 19, 2019

By	/s/ Everett R Bassie
	Everett R. Bassie
	Chief Financial Officer
	November 19, 2019