Edgar Filing: AMERICAN INTERNATIONAL VENTURES INC /DE/

<U>AMERICAN INTERNATIONAL VENTURES, INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 for the period ended February 29, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE Act of 1934 for the transition period from ___ to ___.

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)

260 Garibaldi Avenue, Lodi, New Jersey 07644

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(Address of principal executive offices)

(973) 335-4400

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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 the number of shares outstanding of each of the issuer's classes of common stock, as of `February 29, 2004: 15,598,544 shares of Common Stock, $.00001 par value.

Transitional Small Business Issuer Format (Check One):

Yes: No: X

PART I -FINANCIAL INFORMATION

Page Number

Item 1. Financial Statements (Unaudited):

-Consolidated Balance Sheet at February 29, 2004 (unaudited)

and May 31, 2003 (audited) 3

-Consolidated Statements of Operations

for the nine month periods ended February 29, 2004 and

February 28, 2003 4

-Consolidated Statements of Operations

for the three month periods ended February 29, 2004 and

February 28, 2003 5

-Consolidated Statements of Cash Flows for the nine months

ended February 29, 2004 and the nine months

ended February 28, 2003 6

-Notes to Financial Statements 7

Item 2. Management's Discussion and Analysis. 7

Item 3. Effectiveness of the registrant’s disclosure controls

and procedures. 10

PART II - OTHER INFORMATION

Item 1. Legal Proceedings. 11

Item 2. Changes in Securities. 11

Item 3. Defaults upon Senior Securities. 11

Item 4. Submission of Matters to Vote of Securityholders. 11

Item 5. Other Information. 11

Item 6. Exhibits and Reports on Form 8-K. 11

Signatures 11

Part I

Item 1. Financial Statements.

AMERICAN INTERNATIONAL VENTURES, INC.

(A Development Stage Company)

BALANCE SHEETS

ASSETS

February 29, 2004

May 31, 2003

(Unaudited)

(Audited)

Current Assets

Cash

$ 50,349

$ 85,468

Marketable securities

60,300

Prepaid expense

150

Total current assets

50,499

145,918

Fixed Assets

Office furniture and equipment

11,567

Less, accumulated depreciation

10,587

8,853

Net fixed assets

980

2,714

Other Assets

Mineral rights

3,273

Total other assets

3,273

TOTAL ASSETS

$ 54,752

$ 151,905

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable and accrued expenses

$ 10,782

$ 30,508

Stockholder advance

143

Total current liabilities

10,925

30,651

Stockholders’ Equity

Common stock – authorized, 50,000,000

shares of $.00001 par value; issued 17,350,210

and 20,350,210 shares respectively

173

203

Capital in excess of par value

1,606,867

Accumulated deficit

(738,984)

Deficit Accumulated During Development Stage

(17,127)

Common stock held in treasury - 1,751,666

shares, at cost

(807,132)

Accumulated other comprehensive income

60,300

Total stockholders’ equity

43,827

121,254

TOTAL LIABILITIES AND

STOCKHOLDERS’ EQUITY

$ 54,752

$ 151,905

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

AMERICAN INTERNATIONAL VENTURES, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS AND DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE

For the Nine Month Periods Ended February 29,

(Unaudited)

June 1, 2003 To

2004

2003 February 29, 2004

Administrative Expenses

$ 77,062

$ 89,310

$ 77,062

Operating loss

(77,062)

(89,310)

(77,062)

Other Income and Expense

Interest income

176

Interest expense

(206)

(784)

(206)

Profit on sales of securities

59,965

14,155

59,965

Loss from Continuing Operations

(17,127)

(75,939)

(17,127)

Discontinued Operations

Loss from operations of discontinued segment

(84,593)

Net Loss

(17,127)

(160,532)

Loss Accumulated During Development Stage

$(17,127)

Other Comprehensive Loss:

Unrealized gain on securities held for sale

12,950

Holding gain (loss) on securities sold

during the period

(335)

980

Reclassification adjustment for gain

included in net loss

(59,965)

(14,155)

Total other comprehensive loss

(60,300)

(225)

Total Comprehensive Loss

$( 77,427)

$(160,757)

Loss Per Share:

Basic and Diluted

$ -

$(.01)

Weighted Average Number of Shares Outstanding

17,184,610

20,052,010

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

AMERICAN INTERNATIONAL VENTURES, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS AND DEFICIT ACCUMULATED DURING

DEVELOPMENT STAGE

For the Three Month Periods Ended February 29,

(Unaudited)

June 1, 2003 To

2004

2003 February 29, 2004

Administrative Expenses

$ 31,165

$ 23,424

$ 77,062

Operating loss

(31,165)

(23,424)

(77,062)

Other Income and Expense

Interest income

131

176

Interest expense

(126)

(509)

(206)

Gain on sales of securities

23,099

12,116

59,965

Loss from Continuing Operations

(8,061)

(11,817)

(17,127)

Discontinued Operations

Loss from operations of discontinued segment

(27,287)

Net Loss

(8,061)

(39,074)

Loss Accumulated During Development Stage

$(17,127)

Other Comprehensive Income:

Unrealized gain on securities held for sale

12,950

Holding gain on securities sold

during the period

2,799

2,041

Reclassification adjustment for gain

included in net loss

(23,099)

(12,116)

Total other comprehensive income (loss)

(20,300)

2,875

Total Comprehensive Loss

$ (8,061)

$ (36,199)

Loss Per Share:

Basic and Diluted

$ -

Weighted average number of shares outstanding

15,598,544

20,289,610

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

AMERICAN INTERNATIONAL VENTURES, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Nine Month Periods Ended February 29,

(Unaudited)

June 1, 2003 To

2004

2003 February 29, 2004

Cash Flows From Operations:

Net loss from continuing operations

$(17,127) $ (75,939)

$(17,127)

Adjustments to reconcile net loss to net cash

consumed by operating activities:

Depreciation

1,734 1,734

1,734

Changes in current assets and liabilities:

Increase (decrease) in accounts payable and

accrued liabilities

(19,726)

8,140

(19,726)

Decrease in accounts receivable

10,400

Discontinued operations

(36,149)

Net cash consumed by operating activities

(35,119) (91,814)

(35,119)

Cash Flows From Investing Activities:

Investment in mineral rights

(3,273)

Net cash consumed by investing activities

- (3,273)

Cash Flows From Financing Activities:

Proceeds of sales of common stock

149,500

Decrease in stockholder advances

(1,050)

Discontinued operations

30,998

Net cash provided by financing activities

179,448

Net increase (decrease) in cash

(35,119)

(84,361)

(35,119)

Cash balance, beginning of period

85,468

7,370

85,468

Cash balance, end of period

$ 50,349 $ 91,731

$ 50,349

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

AMERICAN INTERNATIONAL VENTURES, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

BASIS OF PRESENTATION

The unaudited interim financial statements of American International Ventures, Inc. and its subsidiary ("the Company") as of February 29, 2004 and for the three and nine month periods ended February 29, 2004 and February 28, 2003, have been prepared in accordance 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 for such periods. The results of operations for the nine months ended February 29, 2004 are not necessarily indicative of the results to be expected for the full fiscal year ending May 31, 2004.

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, 2003.

SUPPLEMENTARY CASH FLOWS INFORMATION

There was no cash paid for income taxes during either of the periods presented. Payments for interest were $206 in the 2003 period and $784 in the 2002 period.

COMMON STOCK

On April 26, 2002, common stock totaling 1,500,000 shares was issued to each of two officers of the Company on condition that the officers arrange for the acquisition by the Company of specified quantities of gold resources. These goals were not met and on October 23, 2003 the Board of Directors cancelled the entire 3,000,000 shares.

Item 2. Management's Discussion and Analysis.

Overview

The Company is an exploration stage company engaged in the acquisition, exploration, and development of mineral properties. The Company has acquired a mining property located in Nye County, Nevada, known as the “Bruner Property.” The Company intends to carry out exploration work on the Bruner Property in order to ascertain whether the property possesses commercially exploitable quantities of gold and silver.

Nine Month Period ended February 29, 2004 compared with Nine Month Period ended February 28, 2003.

The Company had no revenues for the 2004 and 2003 periods.

During the nine month period ended in 2004, the Company incurred $77,062 in general and administrative expenses, which represents a decrease of $12,248 or 13.7% from $89,310 incurred in 2003. The decrease is due principally to a reduction in professional fees and travel expenses for the 2003 period. Profit on the sale of securities for the period ended in 2004 was $59,965, which relate to the securities of Birch Mountain acquired by the Company in 1999. During this period, the Company sold 175,000 common shares of Birch Mountain. During the nine month period ended in 2003, the Company sold 65,000 common shares of Birch Mountain, and received $14,155 in proceeds. Loss from continuing operations for the period ended in 2004 was $17,127 compared with a loss for the prior period of $75,939. Continuing operations relate to the activities of the Company without its former subsidiary, GetToner.com, Inc., which the Company divested in April 2003. The decrease in the continuing operations loss for the current period is due to the revenues resulting from the additional sales of securities during the period. For the period ended in 2003, the Company has a loss from discontinued operations in the amount of $84,593 relating to the operations of a former subsidiary, GetToner.com, Inc. The Company had no loss from discontinued operations for the period ended in 2004. Net loss for the period ended in 2004 was $17,127, representing a decrease of $143,405 or 89.3%, from a net of loss of $160,532 for the period ended in 2003. The decrease in net loss is attributable to the elimination of the loss from discontinued operations for the period ended in 2004.

Other Comprehensive Loss describes changes in value of the Birch Mountain securities owned by the Company that occurred during the respective periods. Unrealized gains in the amount of $-0- and $12,950 represents the increase in value of the Birch Mountain stock still owned by the Company at February 29, 2004 and February 28, 2003, respectively. As at the end of the 2004, the Company had sold all of its holdings of the Birch Mountain securities. The holding gain or (loss) on securities sold during the 2004 and 2003 periods respectively are ($335) and $980. These amounts represent the decrease in value that occurred prior to sale of securities sold each period. The reclassification adjustment for gain included in net loss for the periods ended in 2004 and 2003, respectively are ($59,965) and ($14,155). These amounts are the transfer to net loss of the gain recognized on securities sold during the respective 2004 and 2003 periods. Theses represent amounts transferred from the Other Comprehensive Income category to the Other Income category. Total other comprehensive loss for the period ended 2004 was $60,300 contrasted with $225 for the period ended in 2003. Total comprehensive loss for the period ended 2004 was $77,427, representing a reduction of $83,330 or 51.8%, from $160,757 for the period ended in 2003. The reduction is due to the reasons discussed above.

Liquidity And Capital Resources.

As of February 29, 2004, the Company's working capital was $39,574, and as of May 31, 2003, the Company’s working capital was $115,267. The change in working capital is due principally to the operating loss of the Company for nine month period in 2004.

During fiscal year 1999 and continuing through February 2001, prior to the acquisition of GetToner.com, Inc., the Company’s former subsidiary, the Company's capital requirements have been insignificant due to its relatively limited operations. During this period its capital requirements have been funded principally through the private placement of its common stock and from loans from the Company's President and Chairman. During fiscal 2001 and in connection with the acquisition of GetToner.com, the Company raised $153,500 from the private placement of 1,800,000 shares of common stock at prices ranging from $0.06 to $0.10 per unit. The proceeds were used to fund the operation of GetToner. In February 2001, the Company and its Chairman and President each agreed to certain compensation arrangements for the one-year period ending May 31, 2001. In consideration for acting as chairman and president of the Company for such period, the Company issued 300,000 shares of common stock of each such officer. In addition, during February 2001, the Company issued 191,000 shares of common stock in exchange for cancellation of a loan in the amount of $19,035 in favor of the Company’s Chairman and issued 181,000 shares of common stock in exchange for cancellation of a loan in the amount of $18,129 in favor of the Company's President. During fiscal 2002, the Company raised $35,000 in gross proceeds in connection with the private placement of 140,000 units. Each unit consisted of one share of common stock and one half of a stock purchase warrant exercisable one year from the issue date at a price of $0.50. The warrants have expired unexercised. During fiscal period ending May 31, 2003, the Company raised $149,500 in gross proceeds in connection with the private placement of 598,000 units. Each unit consisted of one share of common stock and one half of a stock purchase warrant exercisable one year from the issue date at a price of $1.00. The warrants have expired unexercised.

The Company’s plan of operations for the next 12 months consists of a two phase exploratory program on the Bruner property. The initial phase of geological exploration work consists of sampling and limited core hole drilling. The estimated cost of this work is $50,000 to $60,000. Additional work likely will be required to be conducted on the property, however, the nature and amount of such work will be dependent upon the results of the initial phase, and can not be predicted at this time. At the present time, the Company does not have any agreements or arrangements with its officers for the payment of salaries. Although the Company expects to compensate such officers from time to time through the issuance of stock options or stock grants. The Company has no other capital commitments at this time. The Company intends to finance its plan of operations through the private placement of its capital stock, through debt financing, or though the sale of its assets in the form of common stock of Birch Mountain Resources Ltd. As of May 31, 2003, the value of the Birch Mountain common stock (based upon the closing price of November 30, 2003) was $20,500. At this time, the Company has no commitments for any such financing. No assurances can be given that the Company will be successful in these endeavors. If the Company is unsuccessful in these endeavors, it will have a material adverse impact on Company and its ability to conduct its business in the future.

Risk Factors.

See the Company's Annual Report on Form 10-KSB for the period ending May 31, 2003 (“Form 10-KSB”) for additional statements concerning operations and future capital requirements. Certain risks exist with respect to the Company and its business, which risks include: its limited assets, absence of significant operating revenue, and the need for additional capital. Readers are urged to refer to the section entitled “Cautionary Statements” in the Company’s Form 10-KSB for a broader discussion of such risks and uncertainties.

Item 3. Effectiveness of the registrant’s disclosure controls and procedures.

At February 29, 2004, the Company carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined by Rule 13a-14(c) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Company’s chief executive officer and chief financial officer. Based on and as of the date of such evaluation, the aforementioned officers have concluded that the Company’s disclosure controls and procedures have functioned effectively so as to provide those officers the information necessary whether:

(i) this quarterly report on Form 10 QSB contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report on Form 10-QSB, and (ii) the financial statements, and other financial information included in this quarterly report on Form 10-QSB, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report on Form 10-QSB.

There have been no significant changes in the Company's internal controls or in other factors since the date of the President’s and Principal Financial Officer's evaluation that could significantly affect these internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses.

PART II

Item 1. Legal Proceedings.

None

Item 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Other Information.

On December 23, 2003, the Board of Directors approved a stock option plan to its officers and directors, and a consultant pursuant to which stock options for a total of 1,800,000 shares of common stock (or options for 300,000 shares of common stock each) were granted to its officers and directors, and a consultant. The per share option exercise price is $0.10 per share. The option term is five years.

Item 6. Exhibits and Reports on Form 8-K

(a). Furnish the Exhibits required by Item 601 of Regulation S-B.

Exhibit 31 – 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.

(b) Reports on Form 8-K.

None

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: April 8, 2004

AMERICAN INTERNATIONAL VENTURES, INC.

/s/ Jack Wagenti

Jack Wagenti

President and

Principal Accounting Officer