Nevada
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88-0225318
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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601 Cien Street, Suite 240 Kemah, TX
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77565-3077
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(Address of Principal Executive Offices)
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(ZIP Code)
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☒
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Emerging growth company ☐
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Item
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Description
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Page
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PART I — FINANCIAL INFORMATION
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ITEM 1.
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3 | |
ITEM 2.
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9 | |
ITEM 3.
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10 | |
ITEM 4.
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10 | |
PART II— OTHER INFORMATION
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ITEM 1.
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11
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ITEM 1A.
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11 | |
ITEM 2.
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11
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ITEM 3.
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11
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ITEM 4.
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11
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ITEM 5.
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11
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ITEM 6.
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12 |
4
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5
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6
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7
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March 31,
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December 31,
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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310
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$
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540
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Total Assets
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$
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310
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$
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540
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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Current liabilities:
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Accounts payable and accrued liabilities
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$
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6,000
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$
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6,100
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Accrued compensation – related party
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30,000
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30,000
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Accounts payable – related party
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18,769
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17,269
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Total Liabilities
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54,769
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53,369
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Stockholders’ equity:
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Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding
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-
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-
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Common stock, $0.0001 par value, 195,000,000 shares authorized; 747,355 shares issued as of March 31, 2017 and December 31, 2016
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75
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75
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Less treasury stock, at cost; 410 shares
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(3,894
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)
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(3,894
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)
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Additional paid-in capital
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2,165,855
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2,165,855
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Accumulated deficit
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(2,216,495
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)
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(2,214,865
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)
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Total Stockholders’ equity (deficit)
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(54,459
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)
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(52,829
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)
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Total liabilities and stockholders’ equity (deficit)
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$
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310
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$
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540
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For the Three Months Ended March 31,
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2017
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2016
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Revenue
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$
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-
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$
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-
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Costs and expenses:
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General and administrative
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1,630
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10,980
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Operating loss
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(1,630
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)
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(10,980
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)
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Net loss from operations
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$
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(1,630
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)
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$
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(10,980
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)
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Net loss per common share — basic and diluted
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$
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(0.00
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)
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$
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(0.01
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)
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Weighted average number of common shares outstanding — basic and diluted
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747,355
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747,355
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For the Three Months Ended March 31,
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2017
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2016
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Cash flows from operating activities:
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Net loss
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$
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(1,630
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)
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$
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(10,980
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)
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Adjustments to reconcile net loss to cash used in operating activities:
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Changes in operating assets and liabilities:
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Accounts payable and accrued liabilities
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(100
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)
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9,250
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Net cash used in operating activities
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(1,730
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)
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(1,730
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)
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Cash flows from financing activities
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Borrowing from related party |
1,500
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1,700
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Net cash provided by financing activities
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1,500
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1,700
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Net increase (decrease) in cash and cash equivalents
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(230
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)
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(30
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)
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Cash and cash equivalents at beginning of period
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540
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215
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Cash and cash equivalents at end of period
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$
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310
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$
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185
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·
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Business.
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·
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Results of Operations.
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·
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Liquidity and Capital Resource.
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·
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Critical Accounting Estimates.
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Exhibit No.
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Description
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31.1
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31.2
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32.1
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32.2
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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Date: June 5, 2018
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/s/ Robert Holden
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Robert Holden
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Chief Executive Officer, President, and Board Member
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Date: June 5, 2018
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/s/ Everett R. Bassie
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Everett R. Bassie
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Chief Financial Officer and Board Member
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Date: June 5, 2018
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/s/ Robert Holden
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Robert Holden
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Chief Executive Officer, President, and Board Member
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Date: June 5, 2018
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/s/ Everett R. Bassie
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Everett R. Bassie
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Chief Financial Officer and Board Member
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Document And Entity Information - shares |
3 Months Ended | |
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Mar. 31, 2017 |
Jun. 05, 2018 |
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Document and Entity Information [Abstract] | ||
Entity Registrant Name | American International Holdings Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 747,355 | |
Amendment Flag | false | |
Entity Central Index Key | 0001300524 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q1 |
Balance Sheets - USD ($) |
Mar. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Current assets: | ||
Cash and cash equivalents | $ 310 | $ 540 |
Total Assets | 310 | 540 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 6,000 | 6,100 |
Accrued compensation – related party | 30,000 | 30,000 |
Accounts payable – related party | 18,769 | 17,269 |
Total Liabilities | 54,769 | 53,369 |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 195,000,000 shares authorized; 747,355 shares issued as of March 31, 2017 and December 31, 2016 | 75 | 75 |
Less treasury stock, at cost; 410 shares | (3,894) | (3,894) |
Additional paid-in capital | 2,165,855 | 2,165,855 |
Accumulated deficit | (2,216,495) | (2,214,865) |
Total Stockholders’ equity (deficit) | (54,459) | (52,829) |
Total liabilities and stockholders’ equity (deficit) | $ 310 | $ 540 |
Balance Sheets (Parentheticals) - $ / shares |
Mar. 31, 2017 |
Dec. 31, 2016 |
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Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 195,000,000 | 195,000,000 |
Common stock, shares issued | 747,355 | 747,355 |
Treasury stock, shares | 410 | 410 |
Statements of Operations - USD ($) |
3 Months Ended | |
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Mar. 31, 2017 |
Mar. 31, 2016 |
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Revenue | $ 0 | $ 0 |
Costs and expenses: | ||
General and administrative | 1,630 | 10,980 |
Operating loss | (1,630) | (10,980) |
Net loss from operations | $ (1,630) | $ (10,980) |
Net loss per common share — basic and diluted (in Dollars per share) | $ 0.00 | $ (0.01) |
Weighted average number of common shares outstanding — basic and diluted (in Shares) | 747,355 | 747,355 |
Statements of Cash Flows - USD ($) |
3 Months Ended | |
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Mar. 31, 2017 |
Mar. 31, 2016 |
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Cash flows from operating activities: | ||
Net loss | $ (1,630) | $ (10,980) |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | (100) | 9,250 |
Net cash used in operating activities | (1,730) | (1,730) |
Cash flows from financing activities | ||
Borrowing from related party | 1,500 | 1,700 |
Net cash provided by financing activities | 1,500 | 1,700 |
Net increase (decrease) in cash and cash equivalents | (230) | (30) |
Cash and cash equivalents at beginning of period | 540 | 215 |
Cash and cash equivalents at end of period | $ 310 | $ 185 |
Note 1 - Summary of Significant Accounting Policies |
3 Months Ended |
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Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 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, 2016. 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. There are no cash equivalents at March 31, 2017 and December 31, 2016. 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 March 31, 2017 and December 31, 2016, 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. 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. 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 |
3 Months Ended |
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Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 2 — Related party transactions As of March 31, 2017, and December 31, 2016, AMIH had a receivable from AMIN of $18,769 and $17,269, respectively. The loan is from the parent company. There is no loan agreement, and interest is not being charged. At March 31, 2017, the Company had an accrued liability in the amount $30,000 for compensation to the Company’s CEO. |
Note 3 - Capital Stock |
3 Months Ended |
---|---|
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 3 – 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 March 31, 2017 and December 31, 2016. The Company is authorized to issue up to 195,000,000 shares of common stock, $0.0001 par value, of which 747,355 shares are issued and outstanding at March 31, 2017 and December 31, 2016. |
Note 4 - Going concern |
3 Months Ended |
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Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 4 — Going concern As reflected in the accompanying financial statements, the Company has no operations, a net loss of $1,630 for the three months ended March 31, 2017, an accumulated deficit of $2,216,495, 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 2017. 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. |
Note 5 - Subsequent Events |
3 Months Ended |
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Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 5 – Subsequent Events Management has evaluated all subsequent events through June 5, 2018, the date the financial statements were available to be issued. No change to the financial statements for the quarter ended March 31, 2017 is deemed necessary as a result of this evaluation. |
Accounting Policies, by Policy (Policies) |
3 Months Ended |
---|---|
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 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 and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents Highly liquid investments with original maturities of three months or less are considered cash equivalents. There are no cash equivalents at March 31, 2017 and December 31, 2016 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | 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 March 31, 2017 and December 31, 2016, 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. |
Earnings Per Share, Policy [Policy Text Block] | 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. |
Use of Estimates, Policy [Policy Text Block] | 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. |
New Accounting Pronouncements, Policy [Policy Text Block] | 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 1 - Summary of Significant Accounting Policies (Details) |
Mar. 31, 2017 |
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American International Industries, Inc. [Member] | |
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items] | |
Ownership Percentage by Parent | 93.20% |
Note 2 - Related Party Transactions (Details) - USD ($) |
Mar. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Related Party Transactions [Abstract] | ||
Accounts Payable, Related Parties, Current | $ 18,769 | $ 17,269 |
Accrued Salaries, Current | $ 30,000 |
Note 3 - Capital Stock (Details) - $ / shares |
Mar. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Stockholders' Equity Note [Abstract] | ||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 195,000,000 | 195,000,000 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Outstanding | 747,355 | |
Common Stock, Shares, Issued | 747,355 | 747,355 |
Note 4 - Going concern (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Dec. 31, 2016 |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net Income (Loss) Attributable to Parent | $ (1,630) | $ (10,980) | |
Retained Earnings (Accumulated Deficit) | $ (2,216,495) | $ (2,214,865) |
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