Amended Statement of Beneficial Ownership (sc 13d/a)
05 Aprile 2021 - 12:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)*
AMERICAN
INTERNATIONAL HOLDINGS CORP.
|
(Name
of Issuer)
|
|
Common
Stock, $0.0001 par value per share
|
(Title
of Class of Securities)
|
|
02687R106
|
(CUSIP
Number)
|
|
Jacob
D. Cohen
|
3990
Vitruvian Way, Suite 1152
Addison, Texas 75001
|
(972)
803-5337
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|
January 22,
2021
|
(Date
of Event which Requires Filing of this Statement)
|
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 02687R106
|
Schedule 13D
|
Page 2 of 5
|
1.
|
Name
of Reporting Person
Jacob
D. Cohen
|
2.
|
Check
the Appropriate Box if a Member of a Group.
(a)
[X]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
SC,
PF
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ]
|
6.
|
Citizenship
or Place of Organization
United
States
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power
-0-
shares*
|
8.
|
Shared
Voting Power
22,500,000 shares*
|
9.
|
Sole
Dispositive Power
-0-
shares*
|
10.
|
Shared
Dispositive Power
22,500,000 shares*
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
22,500,000 shares*
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares. [ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
31.0%*
|
14.
|
Type
of Reporting Person
IN
|
*
Not including the voting rights of the Series A Preferred Stock share held by Mr. Cohen as discussed below.
CUSIP No. 02687R106
|
Schedule 13D
|
Page 3 of 5
|
1.
|
Name
of Reporting Person
Cohen
Enterprises, Inc.
|
2.
|
Check
the Appropriate Box if a Member of a Group.
(a)
[X]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
SC
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ]
|
6.
|
Citizenship
or Place of Organization
Texas
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power
-0-
shares
|
8.
|
Shared
Voting Power
22,500,000 shares
|
9.
|
Sole
Dispositive Power
-0-
shares
|
10.
|
Shared
Dispositive Power
22,500,000 shares
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
22,500,000 shares
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares.[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
31.0%
|
14.
|
Type
of Reporting Person
CO
|
CUSIP No. 02687R106
|
Schedule 13D
|
Page 4 of 5
|
This Amendment No. 2
(the “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “Commission”) on June 10, 2020 as amended by Amendment No. 1 thereto filed with the
Commission on November 18, 2020, by Jacob D. Cohen and Cohen Enterprises, Inc. (“Cohen Enterprises”), each
a “Reporting Person” and collectively the “Reporting Persons” (as amended to date, the
“Schedule 13D”).
Capitalized
terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Except as
expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect, and the
disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein.
Item
3. Source and Amount of Funds or Other Consideration
Item
3 is hereby amended and modified to add the additional disclosures below:
On
January 22, 2021, Mr. Jacob D. Cohen, as the sole member of the board of directors of the Company, approved the issuance to himself,
in consideration for services rendered as the sole officer and director of the Company, of 2,500,000 shares of restricted common
stock. The securities are subject to a two-year lock-up agreement, preventing the sale or transfer of such shares without the
written approval of the Company, except to affiliates of the holder, who agree to be bound by the same terms.
*
* * * * *
Mr.
Cohen’s ownership of one (1) share of Series A Preferred Stock, and the rights which such Series A Preferred Stock share
has to vote 60% of the total Company vote on all shareholder matters, have not been included in Mr. Cohen’s ownership in
the tables above as such Series A Preferred Stock is not itself registered under Section 12 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and is not convertible into the Company’s common stock, and as
such, is not deemed an “equity security” as defined in Rule 13d-1 of the Exchange Act.
Item
5. Interest in Securities of the Issuer
(a)
As of the close of business on April 5, 2021, the Reporting Persons beneficially own in aggregate 22,500,000 shares of Common
Stock representing 31.0% of the 72,563,766 shares of the Company’s issued and outstanding Common Stock on such date (as
confirmed by the Issuer’s transfer agent), which shares are held in the name of, and owned by, Cohen Enterprises, and which
shares Mr. Cohen is deemed to beneficially own due to his ownership of 100% of Cohen Enterprises and his position as President
thereof. Additionally, Mr. Cohen holds one (1) share of Series A Preferred Stock which has the right to vote 60% of the total
vote on all shareholder matters.
(b)
Mr. Cohen and Cohen Enterprises share the power to vote or to direct the vote and to dispose or to direct the disposition of the
22,500,000 shares of Common Stock and Mr. Cohen has the sole power to vote and to dispose of the one share of Series A Preferred
Stock which he holds.
(c)
See Item 3, above.
(d)
No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of
the securities beneficially owned by the Reporting Persons.
(e)
N/A.
CUSIP No. 02687R106
|
Schedule 13D
|
Page 5 of 5
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
April 5, 2021
/s/
Jacob D. Cohen
|
|
Jacob
D. Cohen
|
|
|
|
Cohen
Enterprises, Inc.
|
|
|
|
/s/
Jacob D. Cohen
|
|
Jacob
D. Cohen
|
|
President
|
|
Grafico Azioni American (CE) (USOTC:AMIH)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni American (CE) (USOTC:AMIH)
Storico
Da Set 2023 a Set 2024