UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2017August 31, 2018
OR
		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 000-30368

 

American International Ventures, Inc.

(Name of Small Business Issuer in its charter)

 

Delaware		22-3489463
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
15105 Kestrelglen Way Lithia, Florida		33547
(Address of principal executive offices)		(Zip Code)

 

(813) 260-2866

(Registrant’s telephone number, including area code)

 

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.   x Yes     x Yes  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).     x Yes      ___ No

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of April 11, 2017: 264,399,945October 16, 2018: 413,982,940 shares of Common Stock, $.00001 par value.

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EXPLANATORY NOTE

 

American International Ventures Inc. (“AIVN”) previously filed auditedreviewed quarterly and audited annual reports up to and including the quarterly period ended February 28, 2017.

 

Commencing with Form 10-K for annual period ended May 31, 2017, AIVN has filed unaudited voluntary filings of quarterly and annual reports.

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TABLE OF CONTENTS

 

 

PART I – FINANCIAL INFORMATION43 

Item 1. Financial Statements3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations48 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.11 

Item 4. Controls and Procedures.11 

PART II – OTHER INFORMATION12 

Item 1. Legal Proceedings.12 

Item 1A. Risk Factors.12 

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.12 

Item 3. Defaults Upon Senior Securities.12 

Item 4. Mine Safety Disclosures.12 

Item 5. Other Information.12 

Item 6. Exhibits12

 

 

 

 

 

 

 

 

 

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

 

 

The accompanying notes are an integral part of these financial statements.

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The accompanying notes are an integral part of these financial statements.

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AMERICAN INTERNATIONAL VENTURES, INC. (An Exploration Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
		Nine Month Periods Ended February 28 and 29,
		2017		2016
Cash Flows From Operating Activities:
Net income (loss)		$            (392,946)		$            318,885
Adjustments to reconcile net loss to net cash consumed by    operating activities:
Charges and credits not requiring the use of cash:
Depreciation		76,148		76,345
Gain on sale of securities		-		-
Equity items issued for services		32,625		60,750
Gain on sale of mining claim		-		-
Amortization of deferred interest		5,314-		-
Changes in assets and liabilities:
Increase (decrease) in accounts payable and accrued   expenses		53,541		(70,716)
Decreases in taxes payable		(4,618)		(7,804)
Decrease(increase) in miscellaneous receivables		(79,736)		1,575
Net cash consumed by operating activities		(309,672)		379,035
Cash Flows From Investing Activities:
Purchases of fixed assets		-		(2,421)
Investment in mining claims		-		(50,000)
Net cash consumed by investing activities		-		(52,421)
Cash Flows From Financing Activities:
Contributions to paid in capital		-		105,000
Short term loan proceeds		200,000		-
Payments on notes payable		(10,016)		(81,382)
Repayment of advances from officers and directors		-		(124,331)
Net Cash provided by financing activities		189,984		(100,713)
Net change in cash		(119,688)		225,901
Cash balance, beginning of period		146,296		22,121
Cash balance, end of period		$              26,608		$                 248,022

AMERICAN INTERNATIONAL VENTURES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
		Three Month Periods Ended August 31,
		2018		2017
Cash Flows From Operating Activities:
Net loss		$            (560,029)		$            (234,540)
Adjustments to reconcile net loss to net cash consumed by    operating activities:
Charges and credits not requiring the use of cash:
Abandonment of mining claims		514,358		-
Depreciation		9,451		126
Equity items issued for services		25,475		43,750
Changes in operating assets and liabilities:
Decrease(increase) in miscellaneous receivables		(1,634)		(203,231)
Increase (decrease) in accounts payable and accrued   expenses		1,918		20,657
Decrease in taxes payable		2,051		(3,439)
Decrease in warrant liability		-		(27,150)
Net cash consumed by operating activities		(8,410)		(403,827)
Cash Flows From Investing Activities:
Purchases of fixed assets		-		(6,290)
Investment in mining claims		-		(13,782)
Net cash consumed by investing activities		-		(20,072)
Cash Flows From Financing Activities:
Proceeds from sale of subsidiary stock		-		300,000
Payments on notes payable		-		(2,331)
Net Cash provided by financing activities		-		297,669
Effect on cash of exchange rate changes		(1,476)		4,463
Net change in cash		(9,886)		(130,693)
Cash balance, beginning of period		12,555		232,859
Cash balance, end of period		$               2,669		$              102,166
Supplemental Cash Flow Information:
Interest paid Income taxes paid		$                  741 $                       -		$                16,331 $                          -

 

The accompanying notes are an integral part of these financial statements.statements

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AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2017

(UnauditedAugust 31, 2018

(Unaudited)

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1. ORGANIZATION AND BUSINESS

American International Ventures, Inc. (“AIVN” or collectively with its subsidiaries, the “Company”) was incorporated in Delaware on January 13, 1998. The consolidated financial statements include the accounts of AIVN, its 100% owned subsidiary Mega Mines, Inc. (formerly Placer Gold Prospecting, Inc), an entity incorporated in Florida on January 25, 2012 (“Mega Mines”), its 82.5% owned subsidiary AIVN de Mexico, S.A. de C.V., an entity incorporated in Mexico on March 7, 2013 (“AIVN Mexico”), its 100% owned subsidiary Mega Mines LLC, an entity organized in Nevada on July 31, 2014 and acquired by the Company on December 1, 2016, and its 100% owned subsidiary GeoEnergy (USA) Inc., an entity incorporated in West Virginia on April 6, 2012 and acquired by the Company on February 20, 2018 (“Geo Energy”).

AIVN, Mega Mines, AIVN Mexico, and Mega Mines LLC are in the business of mining for precious metals. Geo Energy expects to operate Coal to Liquids (CTL) plants.

2. BASIS OF PRESENTATION

 

The unaudited interim consolidated financial statements of American International Ventures, Inc. ("the Company"(the “Company") as of February 28, 2017August 31, 2018 and for the ninethree month periods ended February 28,August 31, 2018 and 2017 and February 29. 2016 have been prepared in accordance with accounting principles generally accepted in the United States of America. 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 forof the ninethree month period ended February 28, 2017August 31, 2018 are not necessarily indicative of the results to be expected for the full fiscal year ending May 31, 2017.2019.

 

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, 2016.

2. BACKGROUND

On March 23, 2012, the Company entered into a share exchange agreement with Placer Gold Prospecting, Inc. (“PGPI”), a Company that was formed on January 25, 2012. This share exchange agreement was treated as a reverse recapitalization, under which the legal acquiree (Placer) was treated as the accounting acquirer and the equity accounts of the Company were adjusted to reflect a reorganization. Inasmuch as Placer was treated as the accounting acquireor, whenever historical financial information is presented, it is Placer information.

On May 3, 2013, the Company formed a subsidiary in Baja, California.  It remained inactive until June 1, 2013 at which time it became operational, on a limited basis.  A pilot plant is operational at the present time.2018.

 

3. GOING CONCERN AND LIQUIDITY

 

As shown in the accompanying financial statements, the Company has experienced losses since its inception. It also had a working capital deficiency and presently does not have sufficient resources to meet its outstanding liabilities or accomplish its objectives during the next twelve months. 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.

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4.  DEBT OBLIGATIONS

On May 31, 2016, the Company defaulted on its obligation for $75,994 of convertible notes.

5.  WARRANT LIABILITY

During the year ended May 31, 2013, the Company issued 2,715,000 warrants to an investment banker, which had "full-ratchet anti-dilution protection".  In accordance with pronouncements of the Financial Accounting Standards Board, these warrants have been classified as liabilities.  They are periodically revalued by use of a Black Sholes valuation model.  Changes in the value will be recorded on the statement of operations.  During the nine month periods ended February 28, 2017 and February 29, 2016, the value was not reduced.

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AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2017

(UnauditedAugust 31, 2018

(Unaudited)

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6. CAPITAL4. MINING CLAIMS

At August 31, 2018, mining claims consist of:

Golden Eagle property consisting of approximately

702 acres of patented placer mining claims located

in Winnemucca, Humboldt County, Nevada acquired

by Mega Mines on June 3, 2012.$348,000

Quesaro property consisting of ten (10) mining concessions

(total of approximately 2,477 hectares) located in Baja

Mexico acquired by AIVN Mexico on December 1, 2015$50,000

Eight (8) mining concessions (total of approximately

2,560 hectares) located in the state of Michoacán Mexico

owned by Mega Mines LLC (which was acquired by

AIVN on December 1, 2016)$378,242

Total  $776,242

5. COMMON STOCK

 

The following is a summary of stock activity during the quarter:three month periods ended August 31, 2018 and 2017:

 

	Shares		Amount
Balance May 31, 2016	211,649,945		$7,347,696
Shares issued for services	1,750,000		32,628
Shares issued for mining claims	50,250,000		270,000
Shares issued for loan inducement	3,000,000		18,000
Balance February 28, 2017	266,649,945		$7,668,321

	2018		2017
Balance May 31, 2018 and 2017	327,399,945		273,399,945
Shares issued for services	2,500,000		1,750,000
Shares issued for mining claims	500,000		-
Shares issued for acquisitions of three affiliated entities of Geo Energy	30,000,000		-
Balance August 31, 2018 and 2017	360,399,945		273,399,945

 

7. SUPPLEMENTARY CASH FLOW INFORMATION

There was no cash paid for interest duringOf the nine month period ended February 28, 2017 and there was no cash paid for interest during the nine month period ended February 29, 2016.  There was no cash paid for income taxes during either of the nine month periods.

There were2,500,000 shares of common stock issued in non-cash transactions during the 2017 and 2016 periods, as follows:

	2017				2016
	Shares		Amount		Shares		Amount
Shares issued for service	1,750,000		$  32,628		-		-
Shares issued for mining claims	50,250,000		270,000		2,050,000		$30,750
Shares issued for loan inducement	3,000,000		18,000		-		-

8. WARRANTS

There were 2,715,000 warrants outstanding at February 28, as presented below:

Number of Warrants		Exercise Price		Weighted Life (in Years)
2,715,000		$ .125		1.63

These warrants were principally issued for services.  They were valued using a Black Scholes valuation model.

9. RELATED PARTY TRANSACTIONS

Duringservices in the nine month periodthree months ended February 28, 2017, the Company issuedAugust 31, 2018, 1,750,000 shares (valued at $32,628)$17,650) were issued to its directorsAIVN officers and officers.directors. Of the 1,750,000 shares issued for services in the three months ended August 31, 2017, 1,750,000 shares (valued at $43,750) were issued to AIVN officers and directors.

 

The Company purchased Mega Mines LLC on December 1, 201630,000,000 shares issued for forty-five million shares. Mega Mines LLC has eight mining concessionsacquisitions of three affiliated entities of Geo Energy in Mexico.the three months ended August 31, 2018 were issued to an entity owned by AIVN officers pursuant to an Equity Purchase Agreement dated February 20, 2018. Pursuant to ASC 805-50 (relating to transactions between entities under common control), this transaction was reflected at the historical $0 carrying value of the net assets of the three affiliated entities of Geo Energy.

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Forward Looking Statements and Cautionary Statements .6. SUBSEQUENT EVENTS

 

CertainOn October 2, 2018, the Company issued a total of 49,999,995 shares of its common stock to Vito Federici and assignees (of which 29,999,997 shares were issued to relatives of officers and directors of the statements containedCompany) in this Quarterly Report on Form 10-Q include "forward looking statements." All statements other than statementsconnection with the Company’s purchase of historical facts includeda liquid formula potentially useful in this Form 10-Q 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“fracking” applications pursuant to a Purchase Agreement dated September 14, 2018 between 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-K for the period ended MayVito Federici.

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AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2016. Readers are urged to refer to the section entitled “Cautionary Statements” and elsewhere in the Company’s Form 10-K 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, 2016, 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 10-Q are expressly qualified in their entirety by the referenced Cautionary Statements.2018

(Unaudited)

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Nine Months Ended February 28, 2017Forward Looking Statements and February 29, 2016Cautionary Statements

 

DuringCertain of the nine month period ended February 28, 2017,statements contained in this Quarterly Report on Form 10-Q include "forward looking statements." All statements other than statements of historical facts included in this Form 10-Q 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 had revenuebelieves 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 are disclosed in the Cautionary Statements section and elsewhere in the Company’s Form 10-K for the year ended May 31, 2018. Readers are urged to refer to the section entitled “Cautionary Statements” and elsewhere in the Company’s Form 10-K for a broader discussion of $48,076, compared with no revenue duringthese statements, risks, and uncertainties. These risks include the nine month periodCompany’s limited operations and lack of 2016.revenues. All written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company subsequent to the date of this Form 10-Q are expressly qualified in their entirety by the referenced Cautionary Statements.

Results of Operations

Three-months Ended August 31, 2018 and 2017

Sales decreased $41,310 from $41,310 in 2017 to $0 in 2018 and cost of sales decreased $203,877 from $203,877 in 2017 to $0 in 2018. These 2017 revenuesdecreases were derived fromdue to the shutdown of Mexican mining activity of its subsidiary, AIVN de Mexico.  Cost of goods sold consisting of mining, milling and personnel costs was $58,944 during the nine month period ended February 28,operations in August 2017.

 

There was a gross loss during theTotal operating expenses increased $454,436 from $104,852 in 2017 nine month period of $10,868, compared with nothingto $559,288 in the 2016 period.

Administrative expenses for the nine month period ended February 28, 2017 were $409,122 compared to $407,682 for the comparable period of 2016.  Administrative expenses consist primarily of consulting fees, director awards and other services compensated with equity items.2018. The modest increase in administrative costs for the current period isoperating expenses was due principallyprimarily to the resumption of mining activities.

The Company had an operating loss$514,358 charge in the 2017 nine month period of $419,990, compared with an operating loss of $407,682 for the comparable period of 2016.  The increased loss is primarily due2018 relating to the explanations provided above.

Interest expense in the current nine month period was $(7,378), compared with $7,157 in the comparable periodabandonment of 2016.  Interest expense accrues on outstanding debt obligations and on credit card charges, which were higher in the 2017 period.   The Company has a warrant issuance that is considered a derivative security.  The Company realizes income from reductions in its liability for these warrants.   There was no liability reduction in either the 2017 nine month period or in the 2016 period.

The Company had royalty income of $32,380 during the nine months ended February 28, 2017 and none during the comparable 2016 period.  

The Company experienced a net loss of $392,946 during the 2017 nine month period, compared with a net profit of $318,885 in the 2016 nine month period.  

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Three Months Ended February 28, 2017 and 2016

During the three month periods ended February 28, 2017 and February 29, 2016, the Company did not have revenue.  Cost of goods sold, consisting ofcertain mining milling and personnel costs, was $12,317 during the three month period ended February 28, 2017.

There was a gross loss for the 2017 three month period of $12,317.

Administrative expenses for the three months ended February 28, 2017 were $43,123 compared to $292,933 for the comparable period of 2016. Administrative expenses consist primarily of consulting fees, director awards and other services compensated principally with equity items. Director awards usually occur once a year and in 2016 they occurred in the quarter ended February 29, 2016.

The Company had an operating loss in the current three month period of $55,440, compared with an operating loss of $292,933 for the comparable period in 2016. The change is due to the factors described above.

Interest expense in the current three month period was $5,842, compared with $780 in the comparable period of 2016. Interest expense accrues on outstanding debt obligations and credit card charges.

The Company has a warrant issuance that is considered a derivative security.  The Company realizes income from reductions in its liability for these warrants.  There was no liability reduction in either of the 2017 or 2016 three month periods.claims.

 

Net loss during the current three month period was $27,722, compared with aincreased $276,279 from $283,750 in 2017 to $560,029 in 2018. The increase in net loss of $293,701 in the comparable period of 2016.  The favorable change iswas due to the reduced administration cost noted above.$454,436 increase in total operating expenses offset by the $162,567 decrease in gross loss and the $15,590 decrease in interest expense.

 

Since the acquisition of PGPI,Placer Gold Prospecting, Inc in 2012, our operations have focused on developing, planning and operating past producing precious metal properties and mines. Specifically, we are now a gold and silver exploration and extraction company, operating primarily in Baja California, Mexico and Nevada.  We will focus on acquiring gold and base mineral resource properties that historically produced gold and silver until 1942 when all gold production in the United States was halted due to World War II. There is no guarantee that such properties will produce gold or silver in the future or that these properties may have already been depleted, as they were previously mined.mined.

 

None of our properties or claims has any proven or probable reserves.

 

As of February 28, 2017,August 31, 2018, the Company had anegative working capital deficit of $375,345,$102,580, compared with a negative working capital deficit of $94,205$90,359 as of February 29, 2016.  The significant increase is due to the opening of the pilot plant and a $200,000 increase in borrowing to support operations.

The Company has projected that its administrative overhead for the next 12 months will be approximately $265,000 which consists of accounting fees (including tax, audit and review) in the approximate amount of $155,000, legal fees in the approximate amount of $10,000, and miscellaneous expenses of $100,000. The projected legal and accounting fees relate to the Company’s reporting requirements under the Securities Exchange Act of 1934. The Company expects to incur additional legal and accounting fees in order to effect acquisitions and share exchanges or a business combination transaction. The Company has no other capital commitments. To continue its business plan, the Company will be required to raise additional funds through the private placement of its capital stock or through debt financing to meet its ongoing corporate overhead obligations. If the Company is unable to meet its corporate overhead obligations, 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.

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Please refer to the Company’s Form 10-K for the period ending May 31, 2016 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.2018.

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AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2018

(Unaudited)

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Off-Balance Sheet Arrangements

 

We do not have any off balanceoff-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues and results of operations, liquidity or capital expenditures

 

Significant Accounting Policies

 

a.    Cash

 

For purposes of the Statement of Cash Flows, the Company considers all short-term debt securities purchased with a maturity of three monthsthree-months or less to be cash equivalents.

 

b.   Fair Value of Financial Instruments

 

The carrying amounts of the Company’s financial instruments, which include cash equivalents,and accounts payable and accrued liabilities,expenses, approximate their fair values at February 28, 2017August 31, 2018

 

c.    Loss (Income) Per Share

 

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders for the period by the weighted average number of shares outstanding. During periods when a net loss has occurred, as was the case in the three and nine month periods ended February 28,August 31, 2018 and 2017, outstanding options and warrantsany common stock equivalents are excluded from the calculation of diluted loss per share as their inclusion would be anti-dilutive.

 

d.    Income Taxes

 

The Company accounts for income taxes in accordance with current accounting guidance, which requires the use of the “liability method”.  Accordingly, deferred tax liabilities and assets are determined based on differences between the financial statement and tax bases of assets and liabilities, and consideration of net operating loss carry forwards, using enacted tax rates in effect for the year in which the differences are expected to reverse.  Current income taxes are based on the income that is currently taxable.

 

e.    Marketable Securities

 

Marketable securities, when owned, are classified as available-for-sale and are carried at fair value.  Unrealized gains and losses on these securities are recognized as direct increases or decreases in accumulated other comprehensive income.

 

f.    Fixed Assets

Fixed assets are recorded at cost.  Depreciation is computed by using accelerated methods,the straight line method, with useful lives of seven years for furniture andmining equipment and five years for computersvehicles and automobiles.office furniture and equipment.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2018

(Unaudited)

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g.    Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

 

h.    Advertising Costs

The Company expenses advertising costs when the advertisement occurs. There was no advertising expense in the nine month period ended February 28, 2017.

i.    Segment Reporting

 

The Company is organized in one reporting and accountable segment.

i.    Mining Claims

Mining claims held for development are carried at the cost of the claims plus related acquisition costs. These costs will be amortized if and when extraction begins.

j.     Foreign Currency Translation

The functional currency of AIVN and its domestic subsidiaries is the United States dollar. The functional currency of AIVN Mexico is the Mexico Peso. The reporting currency of the Company is the United States dollar.

The assets and liabilities of AIVN Mexico are translated into United States dollars at period-end exchange rates ($0.052056 at August 31, 2018). The revenues and expenses are translated into United States dollars at average exchange rates for the periods ($0.051653 for the three months ended August 31, 2018). Resulting translation adjustments are recorded as a component of accumulated other comprehensive income within stockholders equity.

k.     Recently Issued Accounting Pronouncements

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not Applicable.  Smaller Reporting Companies are not required to provide the information required by this item.

 

Item 4. Controls and Procedures.

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, (one and the same person), we undertook an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934, Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that such disclosure controls and procedures were not effective to ensure (a) that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time

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AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2018

(Unaudited)

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periods specified in Securities and Exchange Commission rules and forms and (b) that information required to be disclosed is accumulated and communicated to management to allow timely decisions regarding disclosure.

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the quarter ended February 28, 2017August 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None

 

Item 1A. Risk Factors.  

 

Smaller Reporting Companies are not required to provide the information required by this item.

 

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

 

There were noDuring the three months ended August 31, 2018, the Company issued a total of 33,000,000 shares of Companyits common stock, sold duringas follows:

1. 500,000 shares issued to a member of Mega Mines LLC for his remaining equity interest in Mega Mines LLC. 

2. 2,500,000 shares issued to 10 individuals (1,750,000 shares to AIVN officers and directors) for services    rendered. 

3. 30,000,000 shares issued to an entity (owned by AIVN officers) in connection with the nine month period ended February 28, 2017.acquisition of three    affiliated entities of GeoEnergy (USA) Inc.  

With respect to the transactions noted above, each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

None.

 

Item 5. Other Information.

 

See note 10 to the financial statements.None.

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AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Item 6. ExhibitsAugust 31, 2018

(Unaudited)

(a) Exhibits Furnished.

Exhibit #31.1 – Certification Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002.  

Exhibit #31.2 – Certification Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002.  

Exhibit #32    – Certification Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002.

The following exhibits contain information from our Quarterly Report on Form 10-Q for the quarter ended November 30, 2015 formatted in Extensible Business Reporting Language (XBRL):

Exhibit #101.INS – XBRL Instance Document

Exhibit #101.SCH – XBRL Taxonomy Schema Document

Exhibit #101.CAL – XBRL Taxonomy Calculation Linkbase Document

Exhibit #101.DEF – XBRL Taxonomy Extension Definition Linkbase

Exhibit #101.LAB – XBRL Taxonomy Label Linkbase Document

Exhibit #101.PRE – XBRL Taxonomy Presentation Linkbase Document

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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.

  

AMERICAN INTERNATIONAL VENTURES, INC.

(Registrant)

 

By:  /s/ Jack Wagenti/s/ Jose Garcia, CEORobert G. Polce, Jr. 

       ____________________________________

 

       Jack WagentiJose Garcia, CEORobert G. Polce Jr. 

       Chief Financial OfficerChief Executive Officer 

       (Principal Financial Officer)(Principal Executive Officer) 

 

Date:  April 10, 2017October 23, 2018

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