AMERICAN INTERNATIONAL HOLDINGS CORP.

AMERICAN INTERNATIONAL HOLDINGS CORP. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

On July 13, 2023 the company signed an equity line under which Pacific Lion LLC is committed to buy up to $20,000,000 of its common stock through September 30, 2024, at a 15% discount to the lowest closing price in the prior 10 trading days. This replaces a terminated agreement with GHS Investments. It can only be used after a resale registration statement (not yet filed) takes effect. Pacific Lion also agreed to lend up to $400,000 on a 6% convertible note due May 10, 2024 (first $100,000 funded), with a 500,000-share warrant at $0.10 that is cancelled if no uplisting occurs within nine months. Shareholders face dilution if it is used.

material agreement

On February 15, 2023 the company bought Cycle Energy Corp., a Texas energy company, from Marble Trital Inc. (owned by new CEO Michael McLaren) in exchange for 1,000,000 new Series A preferred shares, convertible into 60% of the common stock. Cycle Energy is described as producing about 25 barrels of oil a day from 16 leases on roughly 2,000 acres, with well-service and gas-to-liquid technology arms. As a required condition, outgoing CEO Jacob Cohen swapped his 1,000,000 Series A shares (which were cancelled and reissued to the Cycle seller) for the company's 51% of Epiq Scripts, the Epiq MD royalty payments, ZipDoctor sale proceeds and about $850,000 of Epiq Scripts debt. This ends the pharmacy focus described in earlier filings and shifts control of the preferred stock from Cohen to McLaren's company; the Epiq MD royalty is passed on to Cohen. The text is cut off, so later terms are not seen.

business combination

On October 3, 2022 the company sold 1800 Diagonal Lending LLC another convertible note, $59,400 principal for $55,000, at 6% interest (22% on default), maturing October 3, 2023. After 180 days it converts at 75% of the lowest recent trading price (a floor near $0.0237 that can reset lower), and the company says shareholders could be significantly diluted if it is not repaid in cash. The filing estimates up to 3,960,000 shares at about $0.015 each, and the company hopes to repay it before conversion. This follows the June 2022 1800 Diagonal note and adds to the series of small convertible financings.

capital raising announcement

On August 29, 2022 the company sold Mast Hill Fund, L.P. a $62,250 convertible note (closed August 31, gross proceeds $56,025) with warrants for 3,000,000 shares. The note carries 12% interest (16% on default), matures in one year, and converts at $0.04 per share with the price falling to match any cheaper later share issue; a default raises the amount owed by 125%. The text provided is cut off, but it also says Epiq Scripts, LLC (described as 51% owned by the company) signed a services agreement with Mangoceuticals, which is majority owned and controlled by CEO Jacob Cohen and was sold by the company in June 2022. This is another small, dilutive convertible financing, following the June 2022 1800 Diagonal note, and the Mangoceuticals contract is a further related-party dealing with the CEO.

capital raising announcement

The company sold all of its Epiq MD, Inc. telemedicine subsidiary (set up in October 2020) to Alejandro Rodriguez and Pan-American Communications Services, S.A. for $300,000: $150,000 in cash plus a $150,000 secured note due September 30, 2022 (no interest unless in default, then 18%). It also gets a 2.50% royalty on Epiq MD's telehealth gross revenue from January 1, 2023 until it has received $900,000, Epiq MD buys the royalty out, or December 31, 2026, whichever is first. Epiq MD's CEO and COO (Rodriguez and Bowen) ended their employment agreements with no severance, and 83,334 shares that had been subject to forfeiture became fully vested. The stated reason is to focus on the pharmacy business through Epiq Scripts, LLC, which continues the June 2022 Mangoceuticals sale.

asset acquisition disposition

On June 16, 2022 the company sold its 80% stake in Mangoceuticals, Inc., a men's wellness telemedicine business it created in October 2021, to CEO Jacob Cohen's company Cohen Enterprises for $90,000, roughly the $89,200 it had advanced. The stated reason is to focus on its pharmacy business through Epiq Scripts, LLC. The sale was a related-party deal approved by the board with Cohen abstaining. The company also sold a $88,775 6% convertible note to 1800 Diagonal Lending (maturing June 17, 2023, convertible at 75% of the lowest recent trading price after 180 days), and moved its headquarters to Dallas on a six-month lease at $1,221 a month.

asset acquisition disposition

A 1-for-60 reverse stock split took effect May 12, 2022, cutting about 97.3 million shares to roughly 1.6 million, with the stated aim of meeting Nasdaq's $4.00 minimum price for a planned uplisting (not guaranteed to be approved). Separately, CEO Jacob Cohen's 1,000,000 Series A preferred shares were restructured on May 6, 2022 so they can convert into 60% of the common stock, about 145.9 million shares before the split or about 2.43 million after it, approved by the board as extra compensation for his services. The filing says ordinary shareholders keep the same percentage ownership from the split itself, but the Series A change gives Cohen a large convertible stake. Authorized common shares stay at 195,000,000.

capital raising announcement

Between November 22 and December 3, 2021 the company sold four investors $2,000,000 of 10% convertible notes with 13,333,332 warrants, raising $1,800,000 gross. The notes mature in one year and convert at $0.075 per share (or 80% of the price in a Nasdaq-type uplisting offering within 220 days). The warrants are exercisable at $0.075, and the filing states the conversion and exercise prices can fall further if shares are later sold at lower prices. Placement agent J.H. Darbie was paid $188,000, part of it in 1,151,678 shares. This is another round of convertible financing after the 2021 senior secured notes, and the filing does not say whether those earlier notes are repaid. Listing on an exchange such as Nasdaq is a key condition in the terms, and failing to uplist within 220 days is an event of default.

capital raising announcement

On June 24, 2021 the company sold $537,916 of 6% senior secured convertible notes, maturing June 24, 2022, plus warrants over 2,670,000 shares, to two institutional investors. The notes convert at the lesser of $0.2437 or 75% of the lowest recent trading price, and proceeds are for working capital and developing subsidiaries Epiq MD, Inc. and LifeGuru, Inc. This continues the pattern of repeated convertible financing, and the company's address has now changed to Plano, TX.

capital raising announcement

On March 30, 2021 the company closed the second $600,000 tranche of the 6% senior secured convertible notes begun in January, completing the $1,450,000 deal. The second-tranche notes mature March 30, 2022 and convert at the lesser of $0.2437 or 75% of the lowest recent trading price. Proceeds are planned to repay existing variable-priced convertible notes and for working capital, and the filing says the resale registration statement was filed on time and declared effective. Network 1 Financial was placement agent, paid $51,000 and $36,000 for the two tranches.

capital raising announcement

On January 6, 2021 the company sold $850,000 of 6% senior secured convertible notes (first part of a $1,450,000 deal, with a further $600,000 due later if conditions are met) plus warrants over up to 6,750,000 shares to institutional investors. The notes mature January 7, 2022 and convert at the lesser of $0.50 or 75% of the lowest recent trading price. They are secured on substantially all assets of the company and its subsidiaries, and part of the proceeds is planned to repay the earlier Geneva Roth, LGH, JSJ and Quick Capital notes. This continues the string of discount-convertible borrowing, though it is a larger, secured deal and it bars new variable-rate notes for a year.

capital raising announcement

On May 15, 2020 the company bought 51% of Life Guru, Inc. (owner of the LifeGuru.me coaching-marketplace website, still in development, launch expected by August 31, 2020) from Global Career Networks Inc, paying 500,000 newly created Series B Convertible Preferred shares valued at $500,000, with up to 1,500,000 more shares ($1,500,000) if milestones are met by May 15, 2021. On May 20, 2020 it also issued one Series A Preferred share each to directors Cohen, Alexander and Hernandez; together these vote 60% of all shareholder votes. The filing says there was no change in control because the three already own 68% of the common stock. Series B could convert into about 1.85 million common shares now (about 7.4 million if all milestone shares are issued), a number that rises if the stock price falls. This is a new business line beyond the med spas, nutrition store and construction, and it further concentrates voting power with the three directors.

asset acquisition disposition

The company sold two more discount-convertible notes: $88,000 to Geneva Roth on April 20, 2020 (8%, due April 20, 2021) and $105,000 to FirstFire on April 30, 2020 ($100,000 price plus $5,000 discount, 8%, due April 30, 2021). Both can convert into shares at a discount to recent trading prices (Geneva Roth from day 180 at 61% of the lowest 10-day VWAP; FirstFire at $0.50 for 180 days, then the lower of $0.50 or 60% of the lowest VWAP), and the filing warns shareholders may suffer significant dilution if they are not repaid in cash. It estimates up to 760,016 shares for Geneva Roth at $0.125; this continues the Adar Alef financing pattern from February 2020.

capital raising announcement

On February 24, 2020, the company sold Adar Alef, LLC a $157,500 convertible note for $150,000 cash (less $7,500 of the lender's legal fees), at 8% interest and due February 24, 2021. The lender can convert into shares at 60% of the lowest recent trading price, and the filing says shareholders may suffer significant dilution if it is not repaid in cash; it estimates up to 942,000 shares at $0.18. This is the company's first discount-convertible financing in the record, and it is new debt on top of the 2019 notes.

capital raising announcement

On October 18, 2019, the company's subsidiary Legend Nutrition, Inc. bought the assets of a McKinney, TX vitamin and supplement store, "Ideal Nutrition", from David Morales in exchange for a $75,000 note at 5% due in one year. Michael Ladner became Legend's CEO at $60,000 a year, rising to $100,000 from January 1, 2020, plus 5% of each store's net profits. The press release calls this the first Legend Nutrition store. This is a new business line beyond the Novopelle med spa.

asset acquisition disposition

On June 27, 2019, the company signed an exclusive license with Novo MedSpa Addison Corp for the Novopelle brand and intellectual property, to open and run branded med spas. It paid $40,000 and issued 250,000 shares. It will pay $30,000 per new location plus a 6% royalty on that location's monthly revenue. It also has a right of first refusal on NMAC's four Texas locations and a three-year option to buy the brand for $1,000,000. This builds on the April 2019 Novopelle acquisition.

capital raising announcement

On April 12, 2019, the company acquired Novopelle Diamond, LLC, a medical spa and wellness clinic in McKinney, TX, for 18,000,000 new shares, which ends its shell status. At the same time, Dror, Fields, Bassie and Zeller exchanged 5,900,000 shares for $350,000 of two-year, 10% notes. After the deal 23,033,356 shares are outstanding, and the filing reports a change of control, with Cohen, Alexander and Hernandez (6,000,000 shares, 26.05% each) becoming CEO, COO and CMO and directors. Bassie stays as CFO. Existing holders are diluted. The filing also says the company intends to take legal action against Robert Holden (3,800,000 shares, 16.5%) over his failure to perform.

business combination

On April 3, 2012, the company sold the assets of its Delta Seaboard Well Service subsidiary to Delta Seaboard, LLC, owned by Derrick and Burleigh, for $1,600,000 cash plus a 5-year, 5% note for $1,400,000 secured on the business's 3.2-acre property. Derrick and Burleigh resigned as officers and directors and gave their 31,925,832 shares (about 45%, valued at $1,075,000) to American International Industries, which owned about 46.4%. The company says it is now a non-operating shell. The board cited the cash gain, funding American's stock buy-back, and Delta's continuing operating losses so it can explore new businesses. This reverses the February 2010 merger that made the company an operating business.

business combination

On June 29, 2011, the company (now Delta Seaboard International) agreed with Vision Opportunity Master Fund (VOMF) that VOMF would convert all 3,769,626 outstanding preferred shares into the same number of common shares and waive accrued dividends. The company pays $225,000 ($50,000 at signing, $175,000 if paid by September 30, 2011), or $250,000 if it pays at $20,000 a month instead. The company says this lifts stockholders' equity from about $2.2 million to $3.0 million (about 36%). This settles the open question of what happened to VOMF's preferred stock from 2006-2007, and it ends the preferred, though it adds common shares.

material agreement

On February 3, 2010 the company completed a reverse merger with Delta Seaboard Well Service, a Texas well-servicing business (workover, plugging and abandonment, well completion) 51% owned by parent American International Industries. After a 1-for-10 reverse split, shares will be issued to Delta's owners, giving American 32,859,935 shares (48.2%), Delta's other owners Derrick and Burleigh 30,924,353 (45.4%) and all other holders 4,357,962 (6.4%) of 68,142,250 total. The company stops being a shell, will be renamed Delta Seaboard International, Inc., and control passes to the Delta and American designees. This resolves the search for a business after the April 2009 asset sale and heavily dilutes existing minority holders. The shares remain outstanding, though diluted to 6.4%.

business combination

On April 16, 2009 the company sold all its assets, including the four operating subsidiaries (Hammonds Fuel Additives, Technical Services, Water Treatment Systems and ODV), to a new FabCorp subsidiary, Hammonds Technologies, LLC. In return FabCorp pays $2.6 million owed to Texas Community Bank, repays a $250,000 bridge note to VOMF, and assumes about $2.6 million of payables. The board cited failed efforts to raise capital, December 31, 2008 liabilities of about $7.3 million against assets about $460,000 lower (unaudited), and a view that it could not continue as a going concern. The company is left without operations and says it will look for a merger or other deal, with no counterparty identified. This ends the Hammonds business built since 2005.

material agreement

Responding to SEC comments on the September 2006 quarterly report, the company said it restated the April 30, 2005 pro forma Hammonds acquisition statements: pro forma total assets went from $6,729,690 to $5,895,694 and equity from $812,320 to $3,094,720, with the acquisition goodwill of $3,845,815 replaced by $2,711,508 of other intangibles. It also restated the accounting for the VOMF preferred stock for Sept 30 and Dec 31, 2006 and March 31, 2007, adding a $1,290,898 deemed dividend, so the nine-month 2006 loss applicable to common shareholders went from $1,578,354 to $2,869,252. This adds to the earlier 2005 restatement and the late filings.

financial restatement

On September 20, 2007 the company and VOMF amended the 21,029,599 Series A, B and C warrants, cutting the exercise price from $0.18 to $0.10 and providing for 2,102,960 new Series C convertible preferred shares in place of the common shares. VOMF exercised all of them on September 21, paid net proceeds of $981,162 and cancelled the $1,000,000 August note, which resolves that loan. A press release the same day announced a larger U.S. Army contract order and "$2 Million in equity investment" (press release content not shown). The lower price and new preferred shares dilute existing holders.

capital raising announcement

On August 15, 2007 VOMF lent Hammonds Industries $1,000,000 on a short-term note due at the earliest of September 30, 2007, a proposed equity financing, or acceleration. If no financing occurred, $1,100,000 would be owed, with 15% interest on late payment. VOMF may convert the note into securities of the proposed financing. This is a new debt from the same investor that bought the 2006 preferred stock.

debt financing

The company said its previously issued results for the quarters ended June 30 and September 30, 2005 should not be relied on, after errors in how the Hammonds acquisition was accounted for. Restated figures: the June 2005 quarter moved from a net profit of $125,806 to a net loss of $244,094, and the September 2005 quarter from a loss of $125,644 to a loss of $741,294. Total stockholders' equity fell from $967,933 to $598,033 at June 30, and from $719,983 to $104,333 at September 30. This follows the 2005 Hammonds purchase and the auditor turnover.

financial restatement

On August 10, 2006 the company agreed to sell up to 833,333 Series A convertible preferred shares at $1.80 each to Vision Opportunity Master Fund (VOMF), paying an 8% dividend, each convertible into 10 common shares, plus Series A and B warrants at $0.18 per share (each for $1,500,000 total consideration). Separately, Carl Hammonds agreed to swap his 49% stake in Hammonds Technical Services for 16,000,000 restricted common shares, making Hammonds a wholly-owned subsidiary. This will dilute existing shareholders; it completes the ownership of Hammonds begun with the 51% purchase in 2005.

capital raising announcement

Amended report on the deal that closed April 28, 2005: the company (then named International American Technologies) bought 51% of Hammonds Technical Services, a Texas maker of fuel additives, fuel-handling equipment and water-treatment products. The price was $1,000,000 cash for working capital, a $2,000,000 secured revolving credit line, and 145,000 shares of parent American International Industries issued to the company against a $1,450,000 note, to be exchanged for two minority holdings in Hammonds that would be cancelled. Hammonds became a subsidiary. The shown text is truncated, so later sections (e.g. financial statements) are not visible.

asset acquisition disposition