8 Nov 2007substantial holder notice● Neutral
Adam Benowitz, Vision Opportunity Master Fund, Ltd reported a AMERICAN INTERNATIONAL HOLDINGS CORP. shareholding of 2,212,392 shares (9.90% of votes) in a periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
7 Nov 2007capital raising announcement● Neutral
On October 15, 2007 the company issued 7,142,857 restricted common shares to its parent, American International Industries, to convert a $1,000,000 note (6% interest, due April 30, 2009) at $0.14 per share. This removes that debt and increases the parent's shareholding, diluting other holders.
26 Sept 2007capital raising announcement● NeutralMajor
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.
6 Sept 2007debt financing● NeutralMajor
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.
10 Aug 2007listing compliance notice▼ Bad
AMERICAN INTERNATIONAL HOLDINGS CORP. withdrew a registration statement, abandoning the offering it covered.
31 May 2007auditor change● Neutral
Amended report, now under the name Hammonds Industries, Inc.: John A. Braden & Co. merged into GLO CPAs, LLP effective January 1, 2007, and GLO, which issued the 2006 audit report, was engaged for fiscal 2007. The filing says there were no disagreements with Braden. This is a firm merger rather than a dismissal or resignation.
2 Apr 2007late filing notice▼ Bad
AMERICAN INTERNATIONAL HOLDINGS CORP. notified the SEC that its annual report would be filed late.
18 Dec 2006substantial holder notice● Neutral
Vision Opportunity Master Fund, Ltd. * disclosed a new substantial AMERICAN INTERNATIONAL HOLDINGS CORP. shareholding (9.90% of votes).
22 Nov 2006securities registration● Neutral
AMERICAN INTERNATIONAL HOLDINGS CORP. registered a small-business securities offering with the SEC.
23 Oct 2006financial restatement▼ BadMajor
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.
14 Aug 2006capital raising announcement● NeutralMajor
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.
29 June 2006auditor change▼ Bad
Thomas Leger & Co. resigned as auditor effective June 28, 2006, only about six months after being appointed, and John A. Braden & Company, P.C. was engaged to audit fiscal 2006. The filing says Leger's 2005 report was clean and there were no disagreements. This is the second auditor change in about six months.
31 Mar 2006late filing notice▼ Bad
AMERICAN INTERNATIONAL HOLDINGS CORP. notified the SEC that its annual report would be filed late.
5 Jan 2006auditor change● Neutral
Auditor R. E. Bassie & Co. declined to stand for re-election effective December 28, 2005, and Thomas Leger & Co., L.L.P. was engaged to audit fiscal 2005. The filing states Bassie's 2004 and 2003 reports had no adverse opinion and there were no disagreements.
6 July 2005asset acquisition disposition● NeutralMajor
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.
16 May 2005late filing notice▼ Bad
AMERICAN INTERNATIONAL HOLDINGS CORP. notified the SEC that its quarterly report would be filed late.
31 Mar 2005late filing notice▼ Bad
AMERICAN INTERNATIONAL HOLDINGS CORP. notified the SEC that its annual report would be filed late.
29 Dec 2004director interest notice● Neutral
American International Industries INC became a AMERICAN INTERNATIONAL HOLDINGS CORP. 10%+ owner and company insider (initial ownership filing).
29 Dec 2004director interest notice● Neutral
Daniel Dror became a AMERICAN INTERNATIONAL HOLDINGS CORP. director and company insider (initial ownership filing).
29 Dec 2004director interest notice● Neutral
Gary D Woerz became a AMERICAN INTERNATIONAL HOLDINGS CORP. President and CFO and company insider (initial ownership filing).