AMERICAN INTERNATIONAL HOLDINGS CORP. appointed Mr. Cohen as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(b) Resignation of Directors


Effective on March 9, 2023, Lorraine D' Alessio and Dr. Kenny Meyers, resigned as members of the Board of Directors of the Company. The resignations were not because of a disagreement with the Company on any matter relating to the Company's operations, policies or practices, but was solely due to the requirements of the Exchange Agreement.


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(b)(c) Chief Executive Officer Resignation and Chief Executive Officer and Chief Financial Officer Appointment


Effective on March 9, 2023, pursuant to the terms of the Exchange Agreement, Mr. Jacob D. Cohen, the then Chairman, Chief Executive Officer and President of the Company, resigned as Chief Executive Officer, President and Principal Executive Officer and Principal Financial/Accounting Officer of the Company.


Effective at the same time as Mr. Cohen's resignation, the Board of Directors appointed Mr. Michael McLaren as Chief Executive Officer, President and Principal Executive Officer of the Company, to hold such position until his death, resignation, retirement, removal or disqualification, or until his successor shall have been elected and qualified.


Effective on March 9, 2023, the Board of Directors appointed Mr. James Pendergast as the Chief Financial Officer and Principal Financial/Accounting Officer of the Company, to hold such position until his death, resignation, retirement, removal or disqualification, or until his successor shall have been elected and qualified.


Mr. McLaren and Mr. Pendergast are not party to employment agreements with the Company, and they will serve at the discretion of the Board, rather than for specific terms of office, subject to the terms of any employment agreement.


Mr. McLaren's biographical information is provided below:


Michael McLaren, age 59


Mr. McLaren has served as President, director and member of the Audit and Compensation Committee of Cycle Energy Corp., an energy company, since September 2015. From September 2015 to January 2018 and October 2018 to January 2023, Mr. McLaren served as Chief Executive Officer and member of the Audit and Compensation Committee of Xfuels, Inc. (OTC PINK: XFLS) ("Xfuels"), an energy company. From February 2004 to March 2017, Mr. McLaren served as President of Coverde Inc., an oil and gas company. Mr. McLaren received a Batchelor of Science degree and a Master of Science degree in Physics from The University of British Columbia. Mr. McLaren is a resident of Texas.


On February 22, 2023, Mr. McLaren and Xfuels agreed to the terms of a Settlement Agreement and Undertaking with the Alberta Securities Commission ("ASC" and the "Settlement"). The Settlement settled certain allegations made by the ASC that Xfuels and Mr. McLaren had breached Alberta securities laws for failure to comply with the terms of a Cease Trade Order (CTO), issued by the ASC against Xfuels, which Mr. McLaren then served as Chief Executive Officer and director of, as a result of Xfuels failing to make certain filings required by Alberta securities laws. Pursuant to the Settlement, Xfuels agreed to pay the ASC a monetary settlement of $20,000 Canadian; and cancel all shares issued by Xfuels to Mr. McLaren and his family members between April 2020 and March 2022, without paying any consideration, by no later than March 31, 2023, which shares have been cancelled to date. Also pursuant to the Settlement, Mr. McLaren agree to resign all positions he had as a director or officer of any reporting issuer (which definition requires among other things, that such issuer be an OTC issuer whose business is directed or administered in or from Alberta, Canada, which carries out promotional activities in or from Alberta, Canada or who has distributed securities to a person or company resident in Alberta, Canada before the issuer was assigned a ticker symbol), including Xfuels; be prohibited from acting as a director or officer, or both, of any reporting issuer (discussed above) for a period of two years from the date of the Settlement, subject to certain other requirements; and that he pursue and complete training in best practices for public company governance and disclosure, as approved by the Executive Director of the ASC. The terms of the Settlement have been complied with to date, except for the training program requirement, which Mr. McLaren plans to begin in May 2023. The Settlement has no effect on Mr. McLaren's ability to serve as an officer or director of the Company for so long as the Company is not directed or administered in or from Alberta, Canada, or unless the Company carries out promotional activities in or from Alberta, Canada, neither of which are contemplated.


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Mr. Pendergast's biographical information is provided below:


James Pendergast, age 62


Mr. Pendergast has served as a consultant to Xfuels, Inc., an oil and gas company, since April 2022. Since April 2016, Mr. Pendergast has also served as Chief Operating Officer of MGO Technologies Ltd., which is in the construction industry. From September 2013 to November 2015, Mr. Pendergast served as Chief Financial Officer of Paramount Structures Ltd., a construction company. From July 20211 to June 2013, he served as Chief Executive Officer of FP Genetics Inc., which is in the farm seed genetics industry. Prior to that, from November 2006 to May 2011, he served as Chief Financial Officer of Parkland Agri Services Ltd., which is in the crop input supply (seed, fertilizer and chemical) industry. Mr. Pendergast received a bachelor's degree (with honors) from Queen's University in Kingston, Ontario and a Master of Business Administration degree from McMaster University in Hamilton, Ontario.


There are no family relationships among any of the current Company directors and executive officers of the Company.


Neither Mr. McLaren, nor Mr. Pendergast are party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements or understandings between Mr. McLaren and Mr. Pendergast and any other person pursuant to which they were selected to serve as an officer of the Company (except in connection with the Exchange Agreement), nor are they a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, except in connection with the Exchange Agreement.


Mr. McLaren's and Mr. Pendergast's compensation may be set from time to time by the Board of Directors of the Company and Mr. McLaren and/or Mr. Pendergast, in the discretion of the Board of Directors may also receive bonuses from time to time in the discretion of the Board in cash, stock, or options.


(d) Appointment of new Directors


Effective on March 9, 2023, pursuant to the terms of the Exchange Agreement, and as a required condition thereunder, the Board of Directors, pursuant to the power provided to the Board under Nevada law and the Company's Bylaws, appointed Mr. McLaren and Mr. Gary Giles, as directors of the Company to fill the vacancies left by the resignations of Ms. D'Alessio and Dr. Meyers. Mr. McLaren was also appointed as the Chairman of the Board.


There are no family relationships among any of the current Company directors and executive officers of the Company.


Neither (a) Mr. McLaren or (b) Mr. Giles, is a party to any material plan, contract or arrangement (whether or not written) with the Company, there are no arrangements or understandings between such persons and any other person pursuant to which they were selected to serve as a member of the Board of Directors (except in connection with the Exchange Agreement), they are not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, and none of such persons are party to any material plan, contract or arrangement (whether or not written) to which the director is a party or in which he participates.


As a non-management director of the Company Mr. Giles will receive director compensation on the same basis as other non-management directors of the Company as approved from time to time by the Board of Directors.


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The biographical information of Mr. Giles is included below:


Gary Giles, age 74


Mr. Giles has served as the President and as a director of G&F Oil, an oil and gas production company, since 1982. Mr. Giles received a Bachelor of Science Degree in Mechanical Engineering, and a Master of Business Administration degree, from Southern Methodist University.