UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the period ended November 30, 2008
Commission File Number 0-30368
American International Ventures, Inc.
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(Name of Small Business Issuer in its charter)
Delaware 22-3489463
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(State or other jurisdiction of (I.R.S. Employer Identification no.)
incorporation or organization)
4058 Histead Way, Evergreen, Colorado 80439
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(Address of principal executive offices)
303-670-7378
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(Registrant's telephone number, including area code)
Securities registered under Section 12 (b) of the Act:
Title of each class Name of exchange on which
to be registered each class is to be registered
None None
Securities registered under Section 12(g) of the Act:
Common Stock
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(Title of Class)
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 proceeding 12 months and (2) has been subject to such filing requirements for the past 90 days. (1) Yes: [X] No: [ ] (2) Yes: [X] No: [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes: [X] No: [ ]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of October 15, 2008 is 19,345,044 shares of Common Stock, $.00001 par value.
Transitional Small Business Issuer Format (Check One): Yes: No: [X]
Page Number
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
- Balance Sheets at November 30, 2008 (unaudited)
and May 31, 2008 (audited)
3
- Statements of Operations and Deficit Accumulated During Exploration
Stage for the three and six month periods ended November 30, 2008 and
November 30, 2007, and from June 1, 2003 to November 30, 2008.
4
- Statements of Operations and Deficit Accumulated During Exploration
Stage for the three and six month periods ended November 30, 2008 and
November 30, 2007, and from June 1, 2003 to November 30, 2008.
5
- Statements of Cash Flows for the three and six month periods
ended November 30, 2008 and November 30, 2007, and
from June 1, 2003 to August 31, 2008.
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-Notes to Financial Statements
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Item 2. Management's Discussion and Analysis or Plan of Operations
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Item 3. Effectiveness of the registrant’s disclosure controls and procedures
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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Item 2. Changes in Securities
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Item 3. Defaults upon Senior Securities
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Item 4. Submission of Matters to Vote of Security Holders.
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Item 5. Other Information.
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Item 6. Exhibits and Reports on Form 8-K.
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Signatures
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AMERICAN INTERNATIONAL VENTURES, INC.
(An Exploration Stage Company)
BALANCE SHEET
November 30, 2008
ASSETS |
| |
| November 30, 2008 (Unaudited) | May 31, 2008 (Audited) |
|
|
|
Current Assets |
|
|
Cash | $ 3,735 | $ 12,773 |
Total current assets | 3,735 | 12,773 |
|
|
|
Fixed Assets |
|
|
Office furniture and equipment | 11,567 | 11,567 |
Less, accumulated depreciation | 11,567 | 11,567 |
Net fixed assets | - | - |
|
|
|
Other Assets |
|
|
Mining rights | 5,397 | 5,397 |
Total other assets | 5,397 | 5,397 |
| ________ | ________ |
TOTAL ASSETS | $ 9,132 | $ 18,170 |
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
| |
|
|
|
Current Liabilities |
|
|
Accrued liabilities | $ 9,495 | $ 8,775 |
Total current liabilities | 9,495 | 8,775 |
|
|
|
Stockholders’ Equity (Deficit) |
|
|
Common stock – authorized, 400,000,000 shares of $.00001 par value; issued and outstanding 19,345,044 shares | 193 | 193 |
Capital in excess of par value | 1,293,355 | 1,293,355 |
Additional paid in capital – options | 48,262 | 48,262 |
Additional paid in capital – warrants | 42,315 | 42,315 |
Deficit accumulated during exploration stage | (645,504) | (635,746) |
Deficit prior to exploration stage | (738,984) | (738,984) |
|
|
|
Total stockholders’ equity (deficit) | (363) | 9,395 |
TOTAL LIABILITIES AND |
|
|
STOCKHOLDERS’ EQUITY (DEFICIT) | $ 9,132 | $ 18,170 |
The accompanying notes are an integral part of these financial statements.
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AMERICAN INTERNATIONAL VENTURES, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
For the Six Month Periods Ended November 30,
(Unaudited)
| 2008 | 2007 | June 1, 2003 (Date of Inception of Exporation Stage) To November 30, 2008 |
|
|
|
|
Revenue | $ - | $ - | $ - |
|
|
|
|
Administrative Expenses | 9,782 | 24,367 | 750,105 |
| _____ | ______ | _______ |
Operating Loss | (9,782) | (24,367) | (750,105) |
|
|
|
|
Other Income and Expense: |
|
|
|
Other income | - | - | 40,000 |
Interest income | 24 | 329 | 4,842 |
Interest expense | - | - | (206) |
Profit on sales of securities | - | - | 59,965 |
Loss Accumulated During Exploration Stage | $(9,758) | $(24,038) | $(645,504) |
|
|
|
|
Loss Per Share – Basic and Diluted | $ - | $ - |
|
|
|
|
|
Weighted Average Number of Shares Outstanding | 19,345,044 | 19,345,044 |
|
|
|
|
|
Included in Administrative Expenses are the following amounts: |
|
|
|
| 2008 | 2007 |
|
|
|
|
|
Consulting fees | $ - | $ 6,533 |
|
Professional fees | 8,916 | 14,526 |
|
Options expense | - | 863 |
|
Licenses and permits | 406 | 1,343 |
|
Other expenses | 460 | 1,102 |
|
Total Administrative Expenses | $ 9,782 | $ 24,367 |
|
The accompanying notes are an integral part of these financial statements.
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AMERICAN INTERNATIONAL VENTURES, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
For the Three Month Periods Ended November 30,
(Unaudited)
| 2008 | 2007 | June 1, 2003 (Date of Inception of Exploration Stage) To November 30, 2008 |
|
|
|
|
Revenue | $ - | $ - | $ - |
|
|
|
|
Administrative Expenses | 3,458 | 15,092 | 750,105 |
| _____ | ______ | _______ |
Operating Loss | (3,458) | (15,092) | (750,105) |
|
|
|
|
Other Income and Expense: |
|
|
|
Other income | - | - | 40,000 |
Interest income | 5 | 144 | 4,842 |
Interest expense | - | - | (206) |
Profit on sales of securities | ___ - | - | 59,965 |
Loss Accumulated During Exploration Stage | $(3,453) | $(14,948) | $(645,504) |
|
|
|
|
Loss Per Share – Basic and Diluted | $ - | $ - |
|
|
|
|
|
Weighted Average Number of Shares Outstanding | 19,345,044 | 19,345,044 |
|
|
|
|
|
Included in Administrative Expenses are the following amounts: |
|
|
|
| 2008 | 2007 |
|
|
|
|
|
Consulting fees | $ - | $ 6,533 |
|
Professional fees | 2,816 | 8,001 |
|
Licenses and permits | 406 | - |
|
Other expenses | 231 | 558 |
|
Total Administrative Expenses | $ 3,453 | $ 15,092 |
|
The accompanying notes are an integral part of these financial statements.
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AMERICAN INTERNATIONAL VENTURES, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
For the Six Month Periods Ended November 30,
(Unaudited)
| 2008 | 2007 | June 1, 2003 (Date of Inception of Exploration Stage) To November 31, 2008 |
|
|
|
|
Cash Flows From Operating Activities: |
|
|
|
Net loss | $ (9,758) | $(24,038) | $(645,504) |
Adjustments to reconcile net loss to net cash consumed by operating activities: |
- | - |
|
Charges not requiring an outlay of cash: |
|
|
|
Depreciation | - | - | 2,714 |
Impairment | - | - | 3,273 |
Value of capital stock issued for services | - | - | 59,925 |
Value of options issued for services | - | 863 | 55,317 |
Changes in assets and liabilities: |
|
|
|
Increase in accrued liabilities | 720 | 4,844 | 21,302 |
Decrease in prepaid expenses |
|
| 150 |
| ______ | ______ | _______ |
Net cash consumed by operating activities | (9,038) | (18,331) | (502,823) |
|
|
|
|
Cash Flows From Investing Activities: |
|
|
|
Deposit to secure letter of credit | - | - | (25,667) |
Release of deposit to secure line of credit | - | - | 25,667 |
Investment in mineral rights | _ - | - | (5,397) |
Net cash consumed by investing activities | _ - | - | (5,397) |
|
|
|
|
Cash Flows From Financing Activities: |
|
|
|
Proceeds of common stock issuances | - | - | 426,630 |
Decrease in stockholder advances | - | - | (143) |
| ______ | ______ | _______ |
Net cash provided by financing activities | - | - | 426,487 |
| ______ | ______ | _______ |
Net decrease in cash | (9,038) | (18,331) | (81,733) |
|
|
|
|
Cash balance, beginning of period | 12,773 | 39,769 | 85,468 |
| ______ | ______ | _______ |
Cash balance, end of period | $ 3,735 | $ 21,438 | $ 3,735 |
The accompanying notes are an integral part of these financial statements.
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AMERICAN INTERNATIONAL VENTURES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2008
1.
BASIS OF PRESENTATION
The unaudited interim financial statements of American International Ventures, Inc. (“the Company”) as of November 30, 2008 and for the three and six month periods ended November 30, 2008 and 2007 have been prepared in accordance with U.S. generally accepted accounting principles. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of such periods. The results of operations for the six month period ended November 30, 2008 are not necessarily indicative of the results to be expected for the full fiscal year ending May 31, 2009.
Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company for the year ended May 31, 2008.
2.
SUPPLEMENTAL CASH FLOWS INFORMATION
There were no cash payments during the periods presented for either interest or income taxes.
There were no non cash financing or investing activities during the current year.
During the six months ended November 30, 2007 the Company issued 240,000 warrants to its President, valued at $12,000, in a settlement of an obligation for prior consulting fees.
3.
GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company had a working capital deficiency and an accumulated deficit as of November 30, 2008 and has experienced continuing losses. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. The Company’s present plans, the realization of which cannot be assured, to overcome these difficulties include, but are not limited to, the continuing effort to raise capital in the public and private markets or to seek a merger partner.
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Item 2. Plan of Operations.
Forward Looking Statements and Cautionary Statements.
Certain of the statements contained in this Quarterly Report on Form 10Q includes "forward looking statements". All statements other than statements of historical facts included in this Form 10Q regarding the Company's financial position, business strategy, and plans and objectives of management for future operations and capital expenditures, and other matters, are forward looking statements. These forward-looking statements are based upon management's expectations of future events. Although the Company believes the expectations reflected in such forward looking statements are reasonable, there can be no assurances that such expectations will prove to be correct. Additional statements concerning important factors that could cause actual results to differ materially from our expectations ("Cautionary Statements") are disclosed in the Cautionary Statements section and elsewhere in the Company’s Form 10-KSB for the period ended May 31, 2008. Readers are urged to refer to the section entitled “Cautionary Statements” and elsewhere in the Company’s Form 10-KSB for a broader discussion of these statements, risks, and uncertainties. These risks include the Company’s limited operations and lack of revenues. In addition, the Company’s auditor, in his audit report for the fiscal year ended May 31, 2008, has expressed a “going concern” opinion about the future viability of the Company. All written and oral forward looking statements attributable to the Company or persons acting on the Company’s behalf subsequent to the date of this Form 10Q are expressly qualified in their entirety by the referenced Cautionary Statements.
Plan of Operations.
The Company’s plan of operations is to seek other business opportunities to review and analyze for purposes of effecting a business acquisition or combination. The Company is seeking such business opportunities through its officers, directors and business contacts. The Company can not predict whether it will be successful in its efforts to identify a suitable business acquisition or combination candidate.
As of November 30, 2008, the Company has a working capital deficit of $5,760. The Company has projected that its overhead for the next 12 months is $25,400, which consists of accounting fees (including tax, audit and review) in the approximate amount of $13,000, legal fees in the approximate amount of $7,000, property taxes on the Bruner claims in the approximate amount of $400, and miscellaneous expenses of $1,000. The projected legal and accounting fees related to the Company’s reporting requirements under the Exchange Act of 1934 The company expects to incur addition legal and accounting fees in order to effect merger, share exchange or business combination transaction. The Company has no other capital commitments. The Company has insufficient funds to pay for its corporate overhead for the next 12 months. As such, it will be required to raise additional funds through the private placement of its capital stock or through debt financing to meet its ongoing obligations. If the Company is able to raise funds to meet its projected working capital needs, it will have a material adverse impact on the Company and the Company may not be able to complete its plan of operations of finding a suitable business acquisition or combination candidate.
Please refer to the Company’s Form 10-KSB for the period ending May 31, 2008 for a discussion of other risks attendant to its proposed plan of operations of effecting a business acquisition or combination, including the occurrence of significant dilution and a change of control. Even if successful in effecting a business acquisition or combination, it is likely that numerous risks will exist with respect to the new entity and its business.
Item 3. Controls and Procedures.
(a) Under the supervision and with the participation of management, including the Company’s President and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of August 31, 2007. Based on this evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures were effective such that the material
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information required to be included in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms relating to our reporting obligations, and was made known to them by others within the company, particularly during the period when this report was being prepared.
(b) There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the Company’s fiscal quarter ending February 29, 2008 that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting.
Item 3A(T). Controls and Procedures.
There is no information required to be furnished under Items 307 and 308T of Regulation S-B
PART II
Item 1. Legal Proceedings.
None
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits
(a). Exhibits Furnished.
Exhibit #1 – Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002.
Exhibit #2 – Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002.
(b) Reports on Form 8-K.
None
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SIGNATURES
In accordance with 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 thereunto duly authorized.
Dated: January 5, 2009
AMERICAN INTERNATIONAL VENTURES, INC.
/s/ Myron Goldstein
Myron Goldstein
Chief Financial Officer
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