10-Q

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 March 31, 2019

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, Texas	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 July 10, 2019 is 23,433,355 shares of common stock.

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	11
ITEM 3.	OUANTITATIVE AND OUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 4.	CONTROLS AND PROCEDURES	13
PART II— OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	13
ITEM 1A.	RISK. FACTORS	13
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	13
ITEM 4.	MINE SAFETY DISCLOSURES	13
ITEM 5.	OTHER INFORMATION	13
ITEM 6.	EXHIBITS	13

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Financial Statements

Financial Statements
Balance Sheets — March 31, 2019 and December 31, 2018 (unaudited)	4
Statements of Operations — Three Months Ended March 31, 2019 and 2018 (unaudited)	5
Statements of Changes in Stockholders’ Equity (Deficit)–Three Months Ended March 31, 2019 and 2018 (unaudited)	6
Statements of Cash Flows — Three Months Ended March 31, 2019 and 2018 (unaudited)	7
Notes to Financial Statements	8

3

AMERICAN INTERNATIONAL HOLDINGS CORP.

Balance Sheets

As of March 31, 2019 and December 31, 2018

(Unaudited)

	March 31, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	-		$	703
Total Assets	$	-		$	703
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	4,020		$	3,606
Accrued interest payable – related party		948			852
Short-term note due to related party		13,473			13,072
Total Liabilities		18,441			17,530
Stockholders’ equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, $0.0001 par value, 195,000,000 shares authorized; 10,933,355 shares issued and outstanding as of March 31, 2019 and December 31, 2018		1,093			1,093
Less treasury stock, at cost; 410 shares		(3,894	)		(3,894	)
Additional paid-in capital		7,323,756			7,323,756
Accumulated deficit		(7,339,396	)		(7,337,782	)
Total Stockholders’ equity (deficit)		(18,441	)		(16,827	)
Total liabilities and stockholders’ equity (deficit)	$	-		$	703

See accompanying notes to the unaudited financial statements.

4

AMERICAN INTERNATIONAL HOLDINGS CORP.

Statements of Operations

(Unaudited)

	For the Three Months Ended March 31,
	2019			2018
Revenue	$	-		$	-
Costs and expenses:
General and administrative		1,518			430
Interest expense		96			621
Total expenses		1,614			1,051
Operating loss		(1,614	)		(1,051	)
Net loss from operations	$	(1,614	)	$	(1,051	)
Net loss per common share — basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding — basic and diluted		10,933,355			747,355

See accompanying notes to the unaudited financial statements.

5

AMERICAN INTERNATIONAL HOLDINGS CORP.

Statements of Stockholders’ Equity (Deficit)

(Unaudited)

									Additional		Accumulated
	Preferred Stock				Common Stock				Paid-in		Earnings			Treasury
	Shares		Amount		Shares		Amount		Capital		(Deficit)			Stock			Total
Balance at January 1, 2018		-	$	-		747,355	$	75	$	2,167,654	$	(2,225,110	)	$	(3,894	)	$	(61,275	)
Imputed interest expense		-		-		-		-		621		-			-			621
Net loss		-		-		-		-		-		(1,051	)		-			(1,051	)
Balance, March 31, 2018		-	$	-		747,355	$	75	$	2,168,275	$	(2,226,161	)	$	(3,894	)	$	(61,705	)
Balance at January 1, 2019		-	$	-		10,933,355	$	1,093	$	7,323,756	$	(7,337,782	)	$	(3,894	)	$	(16,827	)
Net loss		-		-		-		-		-		(1,614	)		-			(1,614	)
Balance, March 31, 2019		-	$	-		10,933,355	$	1,093	$	7,323,756	$	(7,339,396	)	$	(3,894	)	$	(18,441	)

See accompanying notes to the unaudited financial statements.

6

AMERICAN INTERNATIONAL HOLDINGS CORP.

Statements of Cash Flows

(Unaudited)

	For the Three Months Ended March 31,
	2019			2018
Cash flows from operating activities:
Net loss	$	(1,614	)	$	(1,051	)
Adjustments to reconcile net loss to cash used in operating activities:
Imputed interest		-			621
—Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		414			100
Accrued interest payable		96			-
Net cash used in operating activities		(1,104	)		(330	)
Cash flows from financing activities
Borrowing from related party		401			500
Net cash provided by financing activities		401			500
Net decrease in cash and cash equivalents		(703	)		170
Cash and cash equivalents at beginning of period		703			221
Cash and cash equivalents at end of period	$	-		$	391

See accompanying notes to the unaudited financial statements.

7

AMERICAN INTERNATIONAL HOLDINGS CORP.

Notes to Financial Statements

March 31, 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.

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, 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 March 31, 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.

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.

8

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

As of March 31, 2019 and December 31, 2018, AMIH had a short-term note payable in the amount of $13,473 and $13,072, respectively, to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party. As of March 31, 2019 and December 31, 2018, accrued interest in the amount of $948 and 852, respectively, was recorded on the note. The original note was for $100,000. $86,928 was repaid during the year ended December 31, 2018. An additional $401 was added to the note during the three month period ended March 31, 2019. The note was effective May 31, 2018, bears interest at 3%, and is due on May 31, 2019. AMIH incurred interest expense of $96 for the period ended March 31, 2019.

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, 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 10,933,355 shares are issued and outstanding (outstanding shares includes 410 treasury shares) at March 31, 2019 and 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.

Note 4 — Going Concern

As reflected in the accompanying financial statements, the Company has no operations, a net loss of $1,614 for the three months ended March 31, 2019, an accumulated deficit of $7,339,396, 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 2019. 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 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.

9

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 for individual promissory notes with an aggregate principal amount of $350,000 (the “Promissory Notes”). 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.

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 May 17^th, 2019, the Company issued a promissory note with a principal amount of $30,000 to a non-related third party in exchange for $30,000 in cash. The promissory note is unsecured, has a maturity date of April 30, 2020 and accrues interest at the rate of 5% per annum until paid in full by the Company.

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.

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.

Management has evaluated all subsequent events through July 10, 2019, the date the financial statements were available to be issued. No change to the financial statements for the quarter ended March 31, 2019 is deemed necessary as a result of this evaluation.

10

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:

● Business.

● Results of Operations.

● Liquidity and Capital Resource.

● Critical Accounting Estimates.

The following discussion should be read in conjunction with the American International Holdings Corp. financial statements and accompanying notes included elsewhere in this report. The following discussion contains forward-looking statements that reflect the plans, estimates and beliefs of American International Holdings Corp. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” and similar expressions are intended to identify forward-looking statements. The actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report and in other reports we file with the Securities and Exchange Commission (“SEC’), specifically the most recent Annual Report on Form 10-K.” The Company undertakes no obligation to update publicly any forward-looking statements as a result of new information, future events or otherwise, unless required by law. All references to years relate to the fiscal year ended December31 of the particular year.

Business

On April 3, 2012, upon the sale of its only wholly-owned subsidiary, Delta Seaboard Well Services, Inc, AMIH ceased to be an operating company and became a non-operating “shell company”, as that term is defined in Rule 144(i) under the Securities Act of 1933, as amended. The term “shell company” means a registrant, other than an asset-backed issuer, that has no or nominal operations, and either (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

As a shell company, the Corporation has pursued potential business combination transactions with existing private business enterprises that might have a desire to take advantage of the Corporation’s status as a public corporation. If such a transaction is not completed, the Corporation does not anticipate that its available cash resources and cash generated from operations will be sufficient to meet its presently anticipated capital needs for the next twelve months.

11

Results of Operations for AMIH

Three months ended March 31, 2019 compared to the three months ended March 31, 2018

General and administrative expenses were $1,518 for the three months ended March 31, 2019, compared to $430 for the three months ended March 31, 2018. General and administrative expenses increased by $1,088 and consisted primarily of increases legal and insurance expenses. Imputed interest expense of $621 was incurred by the Company for the quarter ended March 31, 2018. AMIH incurred interest expense of $96 for the period ended March 31, 2019.

Liquidity and Capital Resources for AMIH

As of March 31, 2019, AMIH had total assets of $0. At December31, 2018, AMIH had total assets of $703, consisting of $703 in cash and cash equivalents.

As of March 31, 2019, AMIH had total liabilities of $18,441, which consisted of a note payable in the amount of $13,473 due to Kemah Development Texas, LP, a related party, accrued interest on the note in the amount of $948 and accounts payable of $4,020.

AMIH had negative working capital and total net stockholders’ deficit of $18,441 and $16,827 as of March 31, 2019 and December 31, 2018, respectively.

Net cash used in operating activities was $1,104 for the three months ended March 31, 2019, which was derived from a net loss of $1,614, an increase in accounts payable of $414, and an increase in accrued interest payable of $96. Net cash used in operating activities was $330 for the three months ended March 31, 2018, which was derived from a net loss of $1,051. Imputed interest expense in the amount of $621 and an increase in accounts payable of $100.

Net cash provided by financing activities during the three months ended March 31, 2019 was $401, compared to $500 during the three months ended March 31, 2018. Net cash provided by financing activities was for a borrowing from a related party.

We had no investing activities during the three months ended March 31, 2019 and 2018.

Off-Balance Sheet Arrangements

As of March 31, 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.

12

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. As of March 31, 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 three months ended March 31, 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

13

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

14

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Jacob D. Cohen, certify that:

1. I have reviewed this quarterly report of American International Holdings Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 10, 2019

/s/ Jacob D. Cohen

Jacob D. Cohen

Chief Executive Officer, President & Director

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Everett R. Bassie, certify that:

1. I have reviewed this quarterly report of American International Holdings Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 10, 2019

/s/ Everett R. Bassie

Everett R. Bassie

Chief Financial Officer

EX-32.1

Exhibit 32.1

Statement Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

The undersigned, Jacob D. Cohen, Chief Executive Officer, President, and Director of American International Holdings Corp., a Nevada corporation, hereby makes the following certification as required by Section 906(a) of the Sarbanes-Oxley Act of 2002, with respect to the following of this report filed pursuant to Section 15(d) of the Securities Exchange Act of 1934: Quarterly Report of Form 10-Q for the period ended March 31, 2019.

The undersigned certifies that the above annual report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, and information contained in the above annual report fairly presents, in all respects, the financial condition of American International Holdings Corp. and results of its operations.

Date: July 10, 2019

/s/ Jacob D. Cohen

Jacob D. Cohen

Chief Executive Officer, President and Director

A signed original of this written statement required by Section 906 has been provided to American International Holdings Corp., and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Statement Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

The undersigned, Everett R. Bassie, Chief Financial Officer and Director of American International Holdings Corp., a Nevada corporation, hereby makes the following certification as required by Section 906(a) of the Sarbanes-Oxley Act of 2002, with respect to the following of this report filed pursuant to Section 15(d) of the Securities Exchange Act of 1934: Quarterly Report of Form 10-Q for the period ended March 31, 2019.

The undersigned certifies that the above annual report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, and information contained in the above annual report fairly presents, in all respects, the financial condition of American International Holdings Corp. and results of its operations.

Date: July 10, 2019

/s/ Everett R. Bassie

Everett R. Bassie

Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to American International Holdings Corp., and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Jul. 10, 2019
Document And Entity Information
Entity Registrant Name	AMERICAN INTERNATIONAL HOLDINGS CORP.
Entity Central Index Key	0001300524
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		23,433,355
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019

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Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents		$ 703
Total Assets	0	703
Current liabilities:
Accounts payable and accrued liabilities	4,020	3,606
Accrued interest payable - related party	948	852
Short-term note due to related party	13,473	13,072
Total Liabilities	18,441	17,530
Stockholders' equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding
Common stock, $0.0001 par value, 195,000,000 shares authorized; 10,933,355 shares issued and outstanding as of March 31, 2019 and December 31, 2018	1,093	1,093
Less treasury stock, at cost; 410 shares	(3,894)	(3,894)
Additional paid-in capital	7,323,756	7,323,756
Accumulated deficit	(7,339,396)	(7,337,782)
Total Stockholders' equity (deficit)	(18,441)	(16,827)
Total liabilities and stockholders' equity (deficit)	$ 0	$ 703

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Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 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	$ 0.0001	$ 0.0001
Common stock, shares authorized	195,000,000	195,000,000
Common stock, shares issued	10,933,355	10,933,355
Common stock, shares outstanding	10,933,355	10,933,355
Treasury stock, shares	410	410

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Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Revenue
Costs and expenses:
General and administrative	1,518	430
Interest expense	96	621
Total expenses	1,614	1,051
Operating loss	(1,614)	(1,051)
Net loss from operations	$ (1,614)	$ (1,051)
Net loss per common share - basic and diluted	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding - basic and diluted	10,933,355	747,355

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Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Earnings (Deficit) [Member]	Treasury Stock [Member]	Total
Balance at Dec. 31, 2017		$ 75	$ 2,167,654	$ (2,225,110)	$ (3,894)	$ (61,275)
Balance, shares at Dec. 31, 2017		747,355
Imputed interest expense			621			621
Net Loss				(1,051)		(1,051)
Balance at Mar. 31, 2018		$ 75	2,168,275	(2,226,161)	(3,894)	(61,705)
Balance, shares at Mar. 31, 2018		747,355
Balance at Dec. 31, 2018		$ 1,093	7,323,756	(7,337,782)	(3,894)	(16,827)
Balance, shares at Dec. 31, 2018		10,933,355
Net Loss				(1,614)		(1,614)
Balance at Mar. 31, 2019		$ 1,093	$ 7,323,756	$ (7,339,396)	$ (3,894)	$ (18,441)
Balance, shares at Mar. 31, 2019		10,933,355

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Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net loss	$ (1,614)	$ (1,051)
Adjustments to reconcile net loss to cash used in operating activities:
Imputed interest		621
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	414	100
Accrued interest payable	96
Net cash used in operating activities	(1,104)	(330)
Cash flows from financing activities
Borrowing from related party	401	500
Net cash provided by financing activities	401	500
Net decrease in cash and cash equivalents	(703)	170
Cash and cash equivalents at beginning of period	703	221
Cash and cash equivalents at end of period		$ 391

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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.

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, 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 March 31, 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.

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.

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Related Party Transactions

3 Months Ended

Mar. 31, 2019

Related Party Transactions [Abstract]

Related Party Transactions

Note 2 — Related Party Transactions

As of March 31, 2019 and December 31, 2018, AMIH had a short-term note payable in the amount of $13,473 and $13,072, respectively, to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party. As of March 31, 2019 and December 31, 2018, accrued interest in the amount of $948 and 852, respectively, was recorded on the note. The original note was for $100,000. $86,928 was repaid during the year ended December 31, 2018. An additional $401 was added to the note during the three month period ended March 31, 2019. The note was effective May 31, 2018, bears interest at 3%, and is due on May 31, 2019. AMIH incurred interest expense of $96 for the period ended March 31, 2019.

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Capital Stock

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Capital Stock

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, 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 10,933,355 shares are issued and outstanding (outstanding shares includes 410 treasury shares) at March 31, 2019 and 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.

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Going Concern

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 4 — Going Concern

As reflected in the accompanying financial statements, the Company has no operations, a net loss of $1,614 for the three months ended March 31, 2019, an accumulated deficit of $7,339,396, 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 2019. 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.

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Subsequent Events

3 Months Ended

Mar. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

Note 5 – Subsequent Events

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.

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 for individual promissory notes with an aggregate principal amount of $350,000 (the “Promissory Notes”). 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.

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 May 17^th, 2019, the Company issued a promissory note with a principal amount of $30,000 to a non-related third party in exchange for $30,000 in cash. The promissory note is unsecured, has a maturity date of April 30, 2020 and accrues interest at the rate of 5% per annum until paid in full by the Company.

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.

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.

Management has evaluated all subsequent events through July 10, 2019, the date the financial statements were available to be issued. No change to the financial statements for the quarter ended March 31, 2019 is deemed necessary as a result of this evaluation.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Organization, Ownership and Business

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.

Cash Equivalents

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, 2019 and December 31, 2018.

Fair Value of Financial Instruments

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, 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

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

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

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.

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	May 31, 2018
Number of restricted common stock	10,100,000
Cash equivalents
American International Industries, Inc [Member]
Percentage of subsidiary owned	6.40%		93.20%
Individual or Entity [Member]
Percentage of subsidiary owned	50.00%

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Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Accrued interest payable	$ 948	$ 852
Due to related parties	100,000
Repayments of debt		86,928
Additional amount loaned	$ 401
Debt interest rate	3.00%
Debt due date	May 31, 2019
Interest expense	$ 96
Kemah Development Texas, LP [Member]
Short-term note payable	$ 13,473	$ 13,072

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Capital Stock (Details Narrative) - $ / shares	Mar. 31, 2019	Dec. 31, 2018	May 31, 2018
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value	$ 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 value	$ 0.0001	$ 0.0001
Common stock, shares issued	10,933,355	10,933,355
Common stock, shares outstanding	10,933,355	10,933,355
Treasury stock, shares	410	410
Robert Holden, President, CEO and Director [Member]
Common stock capital shares reserved for future issuance	3,800,000		3,800,000

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Going Concern (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (1,614)	$ (1,051)
Accumulated deficit	$ (7,339,396)		$ (7,337,782)

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Subsequent Events (Details Narrative) - USD ($)						3 Months Ended
	Jun. 24, 2019	Jun. 21, 2019	May 17, 2019	May 03, 2019	Apr. 12, 2019	Mar. 31, 2019
Debt instrument interest rate percentage						3.00%
Debt instrument, maturity date						May 31, 2019
Subsequent Event [Member] | AMIH Shareholders [Member] | Individual Share Exchange Agreements and Promissory Notes [Member]
Number of shares exchanged					5,900,000
Aggregate principal amount of promissory notes					$ 350,000
Debt instrument term					2 years
Debt instrument interest rate percentage					10.00%
Subsequent Event [Member] | Non-Related Third party Investor [Member]
Number of shares issued for common stock, shares				100,000
Number of shares issued for common stock				$ 10,000
Subsequent Event [Member] | Non-Related Third party [Member]
Aggregate principal amount of promissory notes			$ 30,000
Debt instrument interest rate percentage			5.00%
Proceeds from issuance of debt			$ 30,000
Debt instrument, maturity date			Apr. 30, 2020
Subsequent Event [Member] | Related Party [Member]
Number of shares issued for common stock, shares		50,000
Aggregate principal amount of promissory notes		$ 40,000
Debt instrument interest rate percentage		8.00%
Proceeds from issuance of debt		$ 40,000
Debt instrument, maturity date		Jun. 21, 2020
Subsequent Event [Member] | Novopelle Diamond, LLC [Member] | Three Individuals [Member]
Number of shares issued for common stock, shares					18,000,000
Acquire percentage					100.00%
Subsequent Event [Member] | Novo MedSpa Addison Corp [Member]
Number of shares issued for common stock, shares	250,000
License cost paid	$ 40,000