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 June 30, 2018

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.)

11222 Richmond Avenue, Suite 195, Houston, TX	77082
(Address of Principal Executive Offices)	(ZIP Code)

Registrant’s Telephone Number, Including Area Code: (281) 496-9971

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 June 10, 2019 is 23,033,356 shares of common stock.

TABLE OF CONTENTS

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	12
ITEM 1A.	RISK FACTORS	12
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4.	MINE SAFETY DISCLOSURES	12
ITEM 5.	OTHER INFORMATION	12
ITEM 6.	EXHIBITS	12

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Financial Statements

Financial Statements
Balance Sheets— June 30, 2018 and December 31, 2017 (unaudited)	4
Statements of Operations — Three and Six Months Ended June 30, 2018 and 2017 (unaudited)	5
Statements of Cash Flows— Six Months Ended June 30, 2018 and 2017 (unaudited)	6
Notes to Financial Statements	7

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AMERICAN INTERNATIONAL HOLDINGS CORP.

Balance Sheets

(Unaudited)

	June 30, 2018			December 31, 2017
ASSETS
Cash	$	121,658		$	221
Total assets	$	121,658		$	221
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	1,578		$	-
Accrued compensation – related party		-			30,000
Accounts payable – related party		-			31,496
Accrued interest payable-related party		250			-
Short-term note payable to related party		100,000			-
Total liabilities – current		101,828			61,496
Stockholders’ equity (deficit):
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; 10,933,355 issued and outstanding at June 30, 2018 and 747,355 shares issued and outstanding as of December 31, 2017		1,093			75
Less treasury stock, at cost; 410 shares		(3,894	)		(3,894	)
Additional paid-in capital		7,322,667			2,167,654
Accumulated deficit		(7,300,036	)		(2,225,110	)
Total stockholders’ equity (deficit)		19,830			(61,275	)
Total liabilities and stockholders’ equity (deficit)	$	121,658		$	221

See accompanying notes to the financial statements.

4

AMERICAN INTERNATIONAL HOLDINGS CORP.

Statements of Operations

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017
Revenue	$	-		$	-		$	-		$	-
Costs and expenses:
Selling and marketing cost		13,100			-			13,100			-
General and administrative		5,060,111			4,482			5,060,541			6,112
Interest expense		664			718			1,285			718
Operating loss		(5,073,875	)		(5,200	)		(5,074,926	)		(6,830	)
Net loss from operations	$	(5,073,875	)	$	(5,200	)	$	(5,074,926	)	$	(6,830	)
Net loss per common share — basic and diluted	$	(1.23	)	$	(0.01	)	$	(2.08	)	$	(0.01	)
Weighted average number of common shares outstanding — basic and diluted		4,113,422			747,355			2,439,926			747,355

See accompanying notes to the financial statements.

5

AMERICAN INTERNATIONAL HOLDINGS CORP.

Statements of Cash Flows

(Unaudited)

	Six Months Ended
	June 30, 2018			June 30, 2017
Net loss	$	(5,074,926	)	$	(6,830	)
Adjustment to reconcile net loss to cash used in operating activities:
Stock-based compensation		5,050,000			-
Imputed interest expense		1,035			718
Changes in operating assets and liabilities:
Accounts payable		1,578			(1,600	)
Accrued interest payable – related party		250			-
Net cash used in operating activities		(22,063	)		(7,712	)
Cash flows from financing activities:
Sale of restricted common shares		43,000			-
Borrowing from related parties		100,500			7,703
Net cash provided by financing activities		143,500			7,703
Net increase (decrease) in cash		121,437			(9	)
Cash at beginning of period		221			540
Cash at end of period	$	121,658		$	531
Supplemental disclosure:
Interest paid	$	-		$	-
Income taxed paid	$	-		$	-
Forgiveness of accounts payable to related party	$	31,996		$	-
Forgiveness of accrued compensation to related party	$	30,000		$	-

See accompanying notes to the financial statements.

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AMERICAN INTERNATIONAL HOLDINGS CORP.

Notes to Financial Statements

June 30, 2018

(Unaudited)

Note 1- Summary of Significant Accounting Policies

The accompanying unaudited interim financial statements of American International Holdings Corp. (“AMIH” or the “Company”), 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, 2017. 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 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.

Cash Equivalents

Highly liquid investments with original maturities of three months or less are considered cash equivalents. There are no cash equivalents at June 30, 2018 and December 31, 2017.

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 June 30, 2018 and December 31, 2017, 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 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

We do not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

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Note 2 — Related Party Transactions

As of June 30, 2018 and December 31, 2017, AMIH had a payable to AMIN of $0 and $31,496, respectively. The loan is from the parent company. There is no loan agreement, and interest is not being charged. Effective May 31, 2018, AMIN Board forgave the $31,496 loan owed to AMIN at March 31, 2018 plus an additional $500 loaned during the second quarter of 2018, for a total of $31,996 in forgiveness. The Company incurred an imputed interest expense in the amount of $1,035 on the loans owed to AMIN for the six months ended June 30, 2018.

As of June 30, 2018, AMIH had a short-term note payable in the amount of $100,000 to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party. The note was effective May 31, 2018, bears interest at 3%, and is due on May 31, 2019. AMIH incurred interest expense of $250 for the period ended June 30, 2018.

At December 31, 2017, the Company had an accrued liability in the amount $30,000 for compensation to the Company’s CEO for the year ended December 31, 2016. Effective May 31, 2018, the Company former CEO forgave the $30,000 in accrued compensation.

The $1,035 in imputed interest expense and the $30,000 in forgiveness of accrued compensation were recoded as increases in additional paid in capital during the quarter ended June 30, 2018.

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 June 30, 2018 and December 31, 2017.

The Company is authorized to issue up to 195,000,000 shares of common stock, $0.0001 par value, of which 10,933,355 and 747,355 shares are issued and outstanding at June 30, 2018 and December 31, 2017, respectively.

During the six months ended June 30, 2018, the Company issued the following shares of restricted common stock:

The Company issued 4,300,000 shares for common stock valued $2,150,000 for organizational and acquisition consulting services.

The Company issued 3,800,000 shares of common stock valued at $1,900,000 for the positions as President, CEO and Director.

The Company issued 750,000 shares of common stock valued at $375,000 for the positions as CFO and Director.

The Company issued 500,000 shares of common stock valued at $250,000 for Director Fees.

The Company issued 750,000 shares of common stock valued at $375,000 financial and acquisition consulting services.

The Company sold an aggregate of 86,000 shares of common stock to four investors in private transactions at $.50 per share ($43,000 in the aggregate).

Note 4 — Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $5,074,926 for the six months ended June 30, 2018, and an accumulated deficit of $7,300,036, 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 2018. As a shell corporation, the Corporation has 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 company. 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

Effective August 20, 2018, Mr. Robert Holden resigned as a member of the Board of Directors, President and Chief Executive Officer of American International Holdings Corp. On May 31, 2018, the Company issued 3,800,000 shares of restricted common stock to Mr. Robert Holden for his continued service as the President, Chief Executive Officer and Board member of the Company.

As a result of the resignation of Mr. Holden, 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.

Effective April 12, 2019, the Company 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 the Company. 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 Company, respectively.

Management has evaluated all subsequent events through June 7, 2019, the date the financial statements were available to be issued. No change to the financial statements for the quarter ended June 30, 2018 is deemed necessary as a result of this evaluation.

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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

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 corporation, 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 June 30, 2018 Compared to the Three Months Ended June 30, 2017

General and administrative expenses were $5,060,111 for the three months ended June 30, 2018, compared to $4,482 for the three months ended June 30, 2017. General and administrative expenses increased by $5,055,629 and consisted primarily of stock-based compensation expense in the amount of $5,050,000 and accounting, auditing and legal professional fees. Interest expense in the amount of $664 and $718 was incurred by the Company for the three months ended June 30, 2018 and 2017, respectively. The Company incurred selling and marketing cost in the amount of $13,100 for the three months ended June 30, 2018, as compared to $0 for the three months ended June 30, 2017.

Six Months Ended June 30, 2018 Compared to the Six Months Ended June 30, 2017

General and administrative expenses were $5,060,541 for the six months ended June 30, 2018, compared to $6,112 for the six months ended June 30, 2017. General and administrative expenses increased by $5,054,429, and consisted primarily stock-based compensation expense in amount of $5,050,000 and accounting, audited and legal professional fees. Interest expense in the amount of $1,285 and $718 was incurred by the Company for the six months end June 30, 2018 and 2017, respectively. The Company incurred selling and marketing cost in the amount of $13,100 for the six months ended June 30, 2018, as compared to $0 for the three months ended June 30, 2017.

Liquidity and Capital Resources for AMIH

As of June 30, 2018, AMIH had total assets of $121,658, consisting of $121,658 in cash. At December 31, 2017, AMIH had total assets of $221, consisting of $221 in cash. During the three months ended June 30, 2018, the Company raised $43,000 from investors and borrowed $100,000 from the Company’s largest shareholder.

As of June 30, 2018, AMIH had total liabilities of $101,828, which consisted of $1,578 in accounts payable, $100,000 in a short-term note payable to a Company related to the Company’s largest shareholder, and $250 in accrued interest payable.

AMIH had positive working capital of $19,830 and total stockholders’ equity of $19,830 as of June 30, 2018, and negative working capital of $61,275 and total stockholders’ deficit of $61,275 as of December 31, 2017.

Net cash used in operating activities was $22,063 for the six months ended June 30, 2018, which was derived from a net loss of $5,074,926, imputed interest expense in the amount of $1,035, stock-based compensation in the amount of 5,050,000, a net increase in accounts payable of $1,578 and an increase in accrued interest payable in amount of $250. Net cash used in operating activities was $7,712 for the six months ended June 30, 2017, which was derived from a net loss of $6,830, imputed interest expense of $718 and a decrease in accounts payable of $1,600.

Net cash provided by financing activities during the six months ended June 30, 2018 was $143,500, compared to $7,703 during the six months ended June 30, 2017. Net cash provided by financing activities was for a change in a payable to a related parties in the amount of $100,500 and the sales of common shares in the amount of $43,000 during the six months ended June 30, 2018.

Off-Balance Sheet Arrangements

As of June 30, 2018 and December 31, 2017, 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 June 30, 2018, 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.

Changes in internal controls. During the quarterly period covered by this report, significant 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.

11

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 six months ended June 30, 2018, 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, 2017.

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

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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
	Jacob D. Cohen
	Chief Executive Officer, President
	and Directcor
	June 10, 2019

By	/s/ Everett R Bassie
	Everett R. Bassie
	Chief Financial Officer
	June 10, 2019

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