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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

  

ý                                       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

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.)

  

  

601 Cien Street, Suite 235 Kemah, TX

77565-3077

(Address of Principal Executive Offices)

(ZIP Code)

 

  Registrant's Telephone Number, Including Area Code: (281) 334-9479

 

 

 

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 x No ¨

 

The number of shares outstanding of each of the issuers classes of equity as of November 13, 2012 is 746,945 shares of common stock.



1




Item

 

Description

 

Page

 

 

PART I FINANCIAL INFORMATION

 

 

ITEM 1.

 

FINANCIAL STATEMENTS

 

3

ITEM 2.

 

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

11

ITEM 3.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

13

ITEM 4T.

 

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

 

Unaudited Consolidated Balance Sheets – September 30, 2012 and December 31, 2011

4

Unaudited Consolidated Statements of Operations – Three and Nine Months Ended September 30, 2012 and 2011

5

Unaudited Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2012 and 2011

6

Notes to Unaudited Consolidated Financial Statements

7




3



AMERICAN INTERNATIONAL HOLDINGS CORP.

(FormerlyDELTA SEABOARD INTERNATIONAL, INC.”)

Consolidated Balance Sheets

(Unaudited)


 

September 30, 2012

 

December 31, 2011

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

969,363 

 

$

Accounts receivable – related party

535,988 

 

Assets held for sale

 

3,577,340 

Total current assets

1,505,351 

 

3,577,340 

 

 

 

 

Notes receivable

1,400,000 

 

Assets held for sale

 

1,707,686 

Total assets

$

2,905,351 

 

$

5,285,026 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

19,833 

 

$

Accounts payable – related party

 

740 

Dividends payable

 

1,035,000 

Short-term note payable

 

80,000 

Liabilities associated with assets held for sale

 

2,763,857 

Total current liabilities

19,833 

 

3,879,597 

 

 

 

 

Long-term liabilities associated with assets held for sale

 

49,843 

Total liabilities

19,833 

 

3,929,440 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0 and 3,769,626 shares issued and outstanding, respectively

 

377 

Common stock, $0.0001 par value, 195,000,000 shares authorized; 747,355 and 709,659 shares issued, respectively; 746,945 and 709,559 shares outstanding, respectively

75 

 

71 

Additional paid-in capital

4,284,830 

 

4,284,456 

Accumulated deficit

(1,395,493)

 

(2,928,578)

Less treasury stock, at cost; 410 and 100 shares, respectively

(3,894)

 

(740)

Total stockholders’ equity

2,885,518 

 

1,355,586 

Total liabilities and stockholders’ equity

$

2,905,351 

 

$

5,285,026 


See accompanying notes to the unaudited consolidated financial statements.



4





AMERICAN INTERNATIONAL HOLDINGS CORP.

(FormerlyDELTA SEABOARD INTERNATIONAL, INC.”)

Consolidated Statements of Operations

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

 (Unaudited)


 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

Revenue

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

General and administrative

50,848 

 

 

127,725 

 

127,505 

 

 

 

 

 

 

 

 

Operating loss

(50,848)

 

 

(127,725)

 

(127,505)

 

 

 

 

 

 

 

 

Other income:

 

 

 

 

 

 

 

Interest income

17,500 

 

 

35,000 

 

Other income from forgiveness of debt

 

 

15,000 

 

Total other income

17,500 

 

 

50,000 

 

Loss from continuing operations

(33,348)

 

 

(77,725)

 

(127,505)

Gain on disposal of discontinued operations

 

 

1,498,327 

 

Income (loss) from discontinued operations, net of income taxes

 

54,408 

 

(922,517)

 

191,441 

Net income (loss)

$

(33,348)

 

$

54,408 

 

$

498,085 

 

$

63,936 

 

 

 

 

 

 

 

 

Preferred dividends:

 

 

 

 

 

 

 

Reversal of regular dividends

$

 

$

 

$

1,055,000 

 

$

Deemed dividends

 

(250,000)

 

 

(250,000)

Regular dividends

 

(60,000)

 

(20,000)

 

(180,000)

Net income (loss) applicable to common shareholders

$

(33,348)

 

$

(255,592)

 

$

1,533,085 

 

$

(366,064)

 

 

 

 

 

 

 

 

Net income (loss) per common share – basic and diluted

 

 

 

 

 

 

 

Continuing operations

$

(0.04)

 

$

(0.44)

 

$

1.30 

 

$

(0.79)

Discontinued operations

0.00 

 

0.08 

 

0.78 

 

0.27 

Total

$

(0.04)

 

$

(0.36)

 

$

2.08 

 

$

(0.52)

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding – basic and diluted

746,750 

 

708,923 

 

738,450 

 

708,500 


See accompanying notes to the unaudited consolidated financial statements.



5




AMERICAN INTERNATIONAL HOLDINGS CORP.

(FormerlyDELTA SEABOARD INTERNATIONAL, INC.”)

Consolidated Statements of Cash Flows

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(Unaudited)


 

For the Nine Months Ended September 30,

 

2012

 

2011

Cash flows from operating activities:

 

 

 

Net income

$

498,085 

 

$

63,936 

Income from discontinued operations, net of income taxes

575,810 

 

191,441 

Net loss from continuing operations

(77,725)

 

(127,505)

Adjustments to reconcile net loss to cash used in operating activities:

 

 

 

Other income from forgiveness of debt

(15,000)

 

Share-based compensation

 

127,500 

Changes in operating assets and liabilities:

 

 

 

Accounts payable

19,833 

 

Net cash used in operating activities from continuing operations

(72,892)

 

(5)

 

 

 

 

Cash flows from investing activities

 

 

 

Proceeds from the sale of subsidiary

1,600,000 

 

Net cash provided by investing activities from continuing operations

1,600,000 

 

 

 

 

 

Cash flows from financing activities

 

 

 

Loans from (to) related parties, net

(489,591)

 

(95)

Principal payments on debt

(65,000)

 

Payments for acquisition of treasury stock

(3,154)

 

Net cash used in financing activities from continuing operations

(557,745)

 

(95)

 

 

 

 

Net increase (decrease) in cash and cash equivalents from continuing operations

969,363 

 

(100)

Cash and cash equivalents at beginning of period

 

100 

Cash and cash equivalents at end of period

$

969,363 

 

$

 

 

 

 

Discontinued operations

 

 

 

Net cash provided by operations

$

300,902 

 

$

482,094 

Net cash used in investing activities

(125,399)

 

(12,218)

Net cash used in financing activities

(186,158)

 

(441,262)

Net increase (decrease) in cash and cash equivalents from discontinued operations

(10,655)

 

28,614 

Cash and cash equivalents at beginning of period from discontinued operations

10,655 

 

24,672 

Cash and cash equivalents at end of period from discontinued operations

$

 

$

53,286 

 

 

 

 

Supplemental disclosures:

 

 

 

Interest paid

$

-

 

$

-

Income taxes paid

$

-

 

$

-

 

 

 

 

Non-cash transactions:

 

 

 

Preferred dividends declared and unpaid

$

20,000

 

$

180,000

VOMF settlement recorded as deemed dividend

$

-

 

$

250,000

Reversal of preferred dividends

$

1,055,000

 

$

-

Conversion of preferred stock to common stock

$

377

 

$

-

Note receivable received from sale of subsidiary

$

1,400,000

 

$

-


See accompanying notes to the unaudited consolidated financial statements.



6



AMERICAN INTERNATIONAL HOLDINGS CORP.

(FormerlyDELTA SEABOARD INTERNATIONAL, INC.”)

Notes to Unaudited Consolidated Financial Statements

 

Note 1 - Summary of Significant Accounting Policies

 

The accompanying unaudited interim consolidated financial statements of American International Holdings Corp. (“AMIH”), formerly Delta Seaboard International, Inc. (“Delta”) 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 consolidated 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, 2011. 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

 

AMIH at September 30, 2012, was a 86.8%  owned subsidiary of American International Industries, Inc. ("American") (OTCBB: AMIN). At September 30, 2012, AMIH also had a wholly-owned subsidiary, Delta Seaboard Well Service, Inc., a Texas corporation ("DSWSI").


On August 13, 2012, AMIH affected a reverse stock split whereby all outstanding shares of its common stock were subject to a reverse split on a one for one hundred (1:100) basis. All share and per share amounts contained in this Form 10Q have been adjusted retroactively to reflect the reverse stock split.


On April 3, 2012, AMIH entered into an Asset Purchase Agreement by and among Delta Seaboard, LLC (the "Purchaser"), a Texas limited liability company that is owned and controlled by Robert W. Derrick, Jr. and Ronald D. Burleigh, AMIH’s president and director and vice-president and director, respectively, on the date of the Agreement, DSWSI, and American.

 

Pursuant to the terms of the agreement, AMIH: (i) sold all of the assets and liabilities of DSWSI to the Purchaser; (ii) Messrs. Derrick and Burleigh resigned as executive officers and as members of AMIH’s board of directors; (iii) Mr. Derrick resigned as a director of American; and (iv) Messrs. Derrick and Burleigh transferred and assigned all of their 319,258 AMIH shares, representing approximately 45% of AMIH's outstanding common stock to American. Total consideration for the sale was $3,000,000 for DSWSI. In consideration for the sale of the DSWSI net assets to Purchaser, Purchaser paid AMIH $1,600,000 in cash and executed a 5 year note bearing interest at 5% per annum in the face amount of $1,400,000. The note receivable, which is personally guaranteed by Messrs. Derrick and Burleigh and is secured by the 3.2 acre parcel on which the business of DSWSI is located (the "DSWSI Property"), provides for the mandatory prepayment of the principal and interest in full upon the sale of the DSWSI Property, which is presently listed for sale at $4.25 million. AMIH will receive additional consideration equal to the amount that the Purchaser receives from the planned sale of the 3.2 acre property in excess of $3 million.

 

Upon the closing of the agreement on April 3, 2012, American then held an aggregate, including previous holdings, of 647,858 shares of AMIH's issued and outstanding common stock, representing approximately 86.8% of AMIH's shares. At the same date, 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.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of American International Holdings Corp. and its wholly-owned subsidiary, Delta Seaboard Well Service, Inc. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Reclassifications

 

Certain reclassifications have been made to amounts in prior periods to conform with the current period presentation. All reclassifications have been applied consistently to the periods presented.



7




Net Income (Loss) Per Share

 

The basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares outstanding during a period. Diluted net income (loss) per common share is computed by dividing the net income (loss), adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities.

 

For the three and nine months ended September 30, 2011, preferred shares convertible into 37,696 common shares were excluded from the diluted earnings per share calculation for all periods because their effect would have been anti-dilutive.

 

Income Taxes

 

AMIH is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized.  Interest and penalties associated with income taxes are included in selling, general and administrative expense.

 

AMIH evaluates the tax benefits from uncertain positions and determines if it is "more likely than not" that the position is sustainable, based upon its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. As of September 30, 2012, AMIH had not recorded any tax benefits from uncertain tax positions.

 

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.

 

Subsequent Events

 

AMIH has evaluated all subsequent events from September 30, 2012 through the issuance date of the consolidated financial statements for subsequent event disclosure consideration.

 

New Accounting Pronouncements

 

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our consolidated financial position, operations or cash flows.

 

Note 2 - Assets held for sale

 

On April 3, 2012, AMIH sold all of the assets and liabilities of DSWSI, as discussed in Note 1.

 

The assets and liabilities of DSWSI are classified as assets held for sale and associated liabilities of assets held for sale in the consolidated balance sheets as of December 31, 2011 in accordance with Presentation of Financial Statements - Discontinued Operations (ASC 205-20).  Discontinued operations for the three and nine months ended September 30, 2012 includes a gain on disposal of DSWSI of $1,498,327 for the total consideration of $3,000,000 less DSWSI's assets and associated liabilities of $1,501,673.  DSWSI's net loss of $922,517 for the nine months ended September 30, 2012, and net income of $54,408 and $191,441 for the three and nine months ended September 30, 2011, respectively, are included in discontinued operations.



8




The carrying amounts of the major classes of assets and liabilities for DSWSI at December 31, 2011 are summarized below:


 

December 31, 2011

Assets held for sale

 

Current assets:

 

Cash and cash equivalents

$

10,655

Trading securities

105

Accounts receivable, less allowance for doubtful accounts of $55,087

1,469,406

Inventories

1,862,098

Prepaid expenses and other current assets

235,076

Total current assets held for sale

3,577,340

 

 

Property and equipment, net of accumulated depreciation

1,701,186

Other assets

6,500

Total assets held for sale

$

5,285,026

 

 

Liabilities associated with assets held for sale

 

Current liabilities:

 

Accounts payable and accrued expenses

$

486,684

Bank overdrafts

81,392

Short-term notes payable

89,080

Current installments of long-term debt

2,106,701

Total current liabilities associated with assets held for sale

2,763,857

 

 

Long-term debt, less current installments

49,843

Total liabilities associated with assets held for sale

$

2,813,700


The gain on disposal of DSWSI is summarized below:


 

April 3, 2012

Cash

$

1,600,000

Note receivable

1,400,000

  Total consideration

3,000,000

DSWSI's assets less associated liabilities

1,501,673

  Gain on disposal of DSWSI

$

1,498,327


DSWSI's revenues and net income (loss) before income tax are summarized below:


 

For the Three Months Ended

 

For the Nine months Ended

 

September 30,  2012

 

September 30, 2011

 

September 30,  2012

 

September 30, 2011

 

 

 

 

 

 

 

 

Revenues

$

-

 

$

2,941,919

 

$

3,598,374 

 

$

8,151,616

Net income (loss) before income tax

$

-

 

$

64,431

 

$

(883,373)

 

$

212,701

Gain on disposal of discontinued operations

$

-

 

$

-

 

$

1,498,327 

 

$

-




9



Note 3 - Short-term Notes Payable

 

September 30,  2012

December 31, 2011

Note payable with interest at 0.00%, principal due in monthly payments of $20,000 through April 20, 2012 (a)

$

-

$

80,000

 

$

-

$

80,000


(a) On June 29, 2011, AMIH entered into an agreement, with an effective date of July 1, 2011, with Vision Opportunity Master Fund, Ltd. (“VOMF”), pursuant to which VOMF agreed to convert 3,769,626 shares of the Company’s preferred stock, constituting all of AMIH’s outstanding preferred stock, into 37,696 shares (3,769,626 shares pre-split) of common stock and also agreed to waive all accrued dividends payable on the preferred stock. In consideration for the conversion, AMIH agreed to pay VOMF total consideration of $250,000, $50,000 of which was paid on July 1, 2011, and the $200,000 remainder was due and payable at the rate of $20,000 per month. On February 23, 2012, AMIH completed the agreement with VOMF. VOMF accepted a payment of $65,000 in full satisfaction of this note, and the difference of $15,000 was recognized as other income from forgiveness of debt. On February 29, 2012, 3,769,626 shares of AMIH's preferred stock were converted into 37,696 shares (3,769,626 shares pre-split) of AMIH's common stock.


Note 4 - Equity

 

On August 13, 2012, AMIH affected a reverse stock split whereby all outstanding shares of its common stock were subject to a reverse split on a one for one hundred (1:100) basis. All share and per share amounts contained in this Form 10-Q have been adjusted retroactively to reflect the reverse stock split.


On January 4, 2011, AMIH issued 25,500 restricted shares of common stock for services valued at $127,500.  During the three and nine months ended September 30, 2011, preferred dividends of $60,000 and $180,000, respectively, were accrued and unpaid.

 

On June 29, 2011, AMIH entered into an agreement, with an effective date of July 1, 2011, with Vision Opportunity Master Fund, Ltd. (“VOMF”), pursuant to which VOMF agreed to convert 3,769,626 shares of the Company’s preferred stock, constituting all of AMIH’s outstanding preferred stock, into 37,696 shares (3,769,626 shares pre-split) of common stock and also agreed to waive all accrued dividends payable on the preferred stock upon the payment of $250,000. In consideration for the conversion, AMIH agreed to pay VOMF total consideration of $250,000, $50,000 of which was paid on July 1, 2011, and the $200,000 remainder was due and payable at the rate of $20,000 per month.  On February 23, 2012, AMIH completed the agreement with VOMF. VOMF accepted a payment of $65,000 in full satisfaction of this note, and the difference of $15,000 was recognized as other income from forgiveness of debt. On February 29, 2012, 3,769,626 shares of AMIH's preferred stock were converted into 37,696 shares (3,769,626 shares pre-split) of AMIH's common stock. Upon satisfaction of the agreement with VOMF, the Company’s obligation for previously recorded preferred dividends was released and AMIH reversed the dividends payable of $1,055,000.

 

AMIH has 5,000,000 authorized, 0 issued and outstanding, Preferred Shares consisting of Series A and Series B convertible into one share of AMIH's common stock.



10




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


American International Holdings Corp. (AMIH), formerly Delta Seaboard International, Inc. ("Delta"), at September 30, 2012, was  a 86.8%  owned subsidiary of American International Industries, Inc. ("American") (OTCBB: AMIN). At September 30, 2012, AMIH also had a wholly-owned subsidiary, Delta Seaboard Well Service, Inc., a Texas corporation ("DSWSI").


On August 13, 2012, AMIH affected a reverse stock split whereby all outstanding shares of its common stock were subject to a reverse split on a one for one hundred (1:100) basis. All share and per share amounts contained in this Form 10-Q have been adjusted retroactively to reflect the reverse stock split.


On April 3, 2012, AMIH entered into an Asset Purchase Agreement by and among AMIH Seaboard, LLC (the "Purchaser"), a Texas limited liability company that is owned and controlled by Robert W. Derrick, Jr. and Ronald D. Burleigh, AMIH's president and director and vice-president and director, respectively, on the date of the Agreement, DSWSI, and American.

 

Pursuant to the terms of the agreement, AMIH: (i) sold all of the assets of DSWSI to the Purchaser; (ii) Messrs. Derrick and Burleigh resigned as executive officers and as members of AMIH’s board of directors; (iii) Mr. Derrick resigned as a director of American; and (iv) Messrs. Derrick and Burleigh transferred and assigned all of their 319,258 AMIH shares to American. Total consideration for the sale was $3,000,000 for AMIH. In consideration for the sale of the DSWSI assets to Purchaser, Purchaser paid AMIH $1,600,000 in cash and executed a 5 year note bearing interest at 5% per annum in the face amount of $1,400,000. The note receivable, which is personally guaranteed by Messrs. Derrick and Burleigh and is secured by the 3.2 acre parcel on which the business of DSWSI is located (the "DSWSI Property"), provides for the mandatory prepayment of the principal and interest in full upon the sale of the DSWSI Property, which is presently listed for sale at $4.25 million. AMIH will receive additional consideration equal to the amount that the Purchaser receives from the planned sale of the 3.2 acre property in excess of $3 million.

 

Upon the closing of the agreement on April 3, 2012, American then held an aggregate, including previous holdings, of 647,858 shares of AMIH's issued and outstanding common stock, representing approximately 86.8% of AMIH's shares. At the same date, 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.

 

Results of Operations for AMIH

 

Three and Nine months ended September 30, 2012 Compared to the Three and Nine months ended September 30, 2011

 

General and administrative expenses were $50,848 for the three months ended September 30, 2012, compared to $0 for the three months ended September 30, 2011. General and administrative expenses for the three months ended September 30, 2012 consisted of executive compensation and legal and professional expenses. General and administrative expenses were $127,725 for the nine months ended September 30, 2012, compared to $127,505 for the nine months ended September 30, 2011. General and administrative expenses for the nine months ended September 30, 2012 consisted of executive compensation and legal and professional expenses. General and administrative expenses for the nine months ended September 30, 2011 consisted of non-cash stock-based compensation.

 

Other income during the three and nine months ended September 30, 2012 was $17,500 and $50,000, respectively, compared to $0 during the same periods in the prior year.  Interest income for the three and nine months ended September 30, 2012 was $17,500 and $35,000 respectively, representing 5% interest on the $1,400,000 note receivable from the sale of DSWSI’s assets. Vision Opportunity Master Fund, Ltd. accepted a payment of $65,000 in full satisfaction of a note with a balance of $80,000, and the difference of $15,000 was recognized as other income from forgiveness of debt for the nine-month period ended September 30, 2012.

 



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AMIH had a net loss of $33,348, or $0.04 per share, for the three months ended September 30, 2012, compared to net income of $54,408, or loss of $0.36 per share, for the three months ended September 30, 2011. AMIH had net income of $498,085, or $1.30 per share, for the nine months ended September 30, 2012, compared to $63,936, or loss of $0.52 per share, for the nine months ended September 30, 2011. We had net income from discontinued operations of $575,810, or $0.78 per share, for the nine months ended September 30, 2012. The per share amounts reflect the impact of preferred dividends. During the three and nine months ended September 30, 2011, the impact of the preferred dividends increased the loss per share by $0.44 and $0.61 per share, respectively. In February 2012, the holder of the preferred shares waived all accrued dividends payable of $1,055,000. For the nine months ended September 30, 2012, this reversal increased the net income per share amount by $1.40 per share. Discontinued operations for the nine months ended September 30, 2012 includes a gain on disposal of DSWSI of $1,498,327 for the total consideration of $3,000,000 less DSWSI's assets and associated liabilities of $1,501,673 (see Note 2 to the consolidated financial statements).  Discontinued operations for the nine months ended September 30, 2012 includes DSWSI's net loss of $922,517.  Discontinued operations for the three and nine months ended September 30, 2011 includes DSWSI's net income of $54,408 and $191,441, respectively.


Liquidity and Capital Resources for AMIH


As of September 30, 2012, AMIH had total assets of $2,905,351, consisting of $969,363 in cash and cash equivalents, $535,988 in related party receivables due from our parent, American, and a $1,400,000 note receivable.

 

As of September 30, 2012, AMIH had total liabilities of $19,833 which is for accounts payable.

 

AMIH had working capital of $1,485,518 and total stockholders’ equity of $2,885,518 as of September 30, 2012.

 

Net cash used in operating activities was $72,892 for the nine months ended September 30, 2012, which was derived from a net loss of $77,725 and non-cash income for forgiveness of debt of $15,000, offset by an increase in accounts payable of $19,833. Net cash used in operating activities was $5 for the nine months ended September 30, 2011, which was derived from a net loss of $127,505 offset by non-cash stock-based compensation of $127,500.


Net cash provided by investing activities during the nine months ended September 30, 2012 was $1,600,000 for the receipt of proceeds from the sale of DSWSI’s assets.

 

Net cash used in financing activities during the nine months ended September 30, 2012 was $557,745, compared to $95 during the nine months ended September 30, 2011. Net cash used in financing activities during the nine months ended September 30, 2012 included the payment of $489,591 in loans to related parties, $65,000 in principal payments on debt and $3,154 for the acquisition of 310 common shares as treasury stock.  Net cash used in financing activities during the nine months ended September 30, 2011 was for the repayment of loans from related parties.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2012 and December 31, 2011, we 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.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable

 

ITEM 4T. CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures. As of September 30, 2012, 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 effective as of the end of the period covered by this report.

 

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 nine months ended September 30, 2012 there were no material changes from risk factors as disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

None.

 

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.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/ Daniel Dror

Daniel Dror

Chief Executive Officer, President, and Chairman

November 13, 2012

 

 

By /s/ Sherry L. McKinzey

Sherry L. McKinzey

Director, Chief Financial Officer, and Vice-President

November 13, 2012




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