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EX-31 - CERTIFICATION - AMERICAN INTERNATIONAL VENTURES INC /DE/ex312.htm
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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 August 31, 2012

OR

o

 

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.)

 

 

 

6004 Tealside Court

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.   (1) o Yes x No: o     (2) x Yes o 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). o Yes x 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  o    Accelerated filer   o   Non-accelerated filer  o  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)   o Yes x No

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of October 15, 2012, is 196,970,044 shares of Common Stock, $.00001 par value.




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TABLE OF CONTENTS   


PART I – FINANCIAL INFORMATION

3

Item 1.  Financial Statements

3

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

8

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

10

Item 4. Controls and Procedures.

10

PART II – OTHER INFORMATION

11

Item 1. Legal Proceedings.

11

Item 1A. Risk Factors.

11

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

11

Item 3. Defaults Upon Senior Securities.

11

Item 4. Mine Safety Disclosures.

11

Item 5. Other Information.

11

Item 6. Exhibits

11




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PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements


AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

August 31, 2012

May 31, 2012

 

 

 

ASSETS

 

 

Current Assets

 

 

Cash

$              32,543

$               71,413

Total current assets

32,543

71,413

 

 

 

Fixed Assets

 

 

Fixed assets - cost

573,769

568,397

Depreciation

(26,062)

(4,241)

Net fixed assets

547,707

564,156

 

 

 

Other Assets

 

 

Advances on escrow

118,000

819,000

Mining claims

1,341,500

718,000

 

 

 

Total other assets

1,459,500

1,437,000

TOTAL ASSETS

$         2,039,750

$          2,072,569

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

Current Liabilities

 

 

Accounts payable and accrued expenses

$              24,915

$             110,023

Current portion of note payable

10,603

10,603

Current portion of equipment lease

13,195

-

Total current liabilities

48,713

120,626

Long Term Portion of Notes Payable

339,634

341,397

Long term portion of equipment lease

43,506

-

Long - term liabilities

383,140

341,397

Total Liabilities

431,853

462,023

 

 

 

Stockholders' Equity

 

 

 

 

 

Common stock - (400,000,000 shares authorized; 194,760,044 and 188,465,044 issued and outstanding, respectively

1,948

1,885

Additional paid in capital

4,673,272

1,839,535

Loss accumulated during exploration stage

(3,067,323)

(230,874)

 

 

 

Total stockholders’ equity

1,607,897

1,610,546

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$          2,039,750

$          2,072,569


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 STATEMENT OF OPERATIONS

(Unaudited)

 


Three months ended

August 31, 2012

Cumulative from

January 25, 2012

(date of formation)

to August 31, 2012

 

 

 

Sales

$                           -

$                         -

 

 

 

Expenses

2,833,257

3,109,247

Operating loss

(2,833,257)

(3,109,247)

Other Income and Expense:

 

 

   Option payment income

-

45,000

   Other income

54

170

   Interest expense

(3,246)

(3,246)

   Total other income

(3,192)

41,924

 

 

 

Net Loss

$           (2,836,449)

$        (3,067,323)

 

 

 

Net Loss Per Share – Basic and Diluted

$                            -

 

 

 

 

Weighted Average Number of Shares Outstanding

191,694,827

 

 

 

 




















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




4





AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

Three months ended August 31, 2012

Cumulative since formation (from January 25, 2012 to August 31, 2012)

Cash Flows From Operating Activities:

 

 

Net loss

$        (2,836,449)

$          (3,067,323)

Adjustments to reconcile net loss to net cash consumed by operating activities:

 

 

Charges not requiring an outlay of cash:

 

 

Depreciation

21,821

26,062

Equity items issued for services:

 

 

Stock issued for property option

2,522,050

2,522,050

Changes in assets (liabilities)

 

 

Decrease in accounts payable and accrued expenses

(24,358)

3,965

Net cash consumed by operating activities:

(316,936)

(515,246)

 

 

 

Cash Flows From Investing Activities:

 

 

Purchases of fixed assets

(5,372)

(513,769)

Acquisitions of mining claims

-

(133,000)

Advances for escrow

-

(29,000)

Release from escrow

1,000

1,000

Cash received as part of reverse recapitalization

-

38,120

 

 

 

Net cash consumed in investing activities

(4,372)

(636,649)

 

 

 

Cash Flows From Financing Activities:

 

 

Proceeds from sales of common stock

287,500

1,189,500

Payments on notes payable

(1,763)

(1,763)

Payments on financing lease

(3,299)

(3,299)

 

 

 

Net Cash provided by financing activities:

282,438

1,184,438

 

 

 

Net change in cash

(38,870)

32,543

 

 

 

Cash balance, beginning of period

71,413

-

 

 

 

Cash balance, end of period

$             32,543

$                  32,543






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




5



AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2012



1.  BASIS OF PRESENTATION


The unaudited interim consolidated financial statements of American International Ventures, Inc. ("the Company") as of August 31, 2012 and for the three month periods ended August 31, 2012 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 for the three month period ended August 31, 2012 are not necessarily indicative of the results to be expected for the full fiscal year ending May 31, 2013..


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, 2012.


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 has been treated as a reverse recapitalization, under which the legal acquiree (Placer) is treated as the accounting acquirer and the equity accounts of the Company are adjusted to reflect a reorganization.  Inasmuch as Placer is treated as the accounting acquireor, whenever historical financial information is presented, it will be Placer information.   


3.  GOING CONCERN AND LIQUIDITY


As shown in the accompanying financial statements, the Company has experienced a loss during the exploration state of $3,067,323, has a working capital deficiency at August 31, 2012 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.


4.    STOCK AND WARRANTS

The following is a summary of stock and warrants during the quarter:

 

SHARES

AMOUNT

WARRANTS

TOTAL

Balances 5/31/12

188,465,044

1,806,420

35,000

1,841,420

Shares sold for cash

2,300,000

287,500

 

287,500

Shares issued for mine

50,000

21,500

 

21,500

Shares for mine option

120,000

48,000

 

48,000

Shares for directors

300,000

120,000

 

120,000

Other shares for services

3,525,000

1,352,250

 

1,352,250

Warrants issued for services

-

-

1,004,550(A)

1,004,550

Totals

194,760,044

3,635,670

1,039,550

4,675,220


(A)  During the three month period ended August 31, 2012, the Company issued 2,715,000 five year warrants exercisable at $ .40 to an investment banker.



6



AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2012



5.  SUPPLEMENTARY CASH FLOW INFORMATION

There was $ 3,150.00 in cash paid for interest in the three month period ended August 31, 2012; there was no cash paid for income taxes during the same three month period.

The following non-cash investing activities took place during the quarter.

The company refinanced an accounts payable for $ 60,000 payable with a five year equipment lease.

The Company closed escrow on a mining claim, resulting in the transfer of $ 601,000 from escrow advances to mining claims.

The Company issued 50,000 shares of stock valued at $ 21,500 for a mine acquisition.

6.   RELATED PARTY TRANSACTIONS

During the three month period ended August 31, 2012, the Company issued 300,000 shares (valued at $ 120,000) to its directors. The Company also paid $ 30,000 in compensation to its Chief Executive Officer.

Also in the three month period ended August 31, 2012, the Company closed from escrow on an acquisition of a 704 acre mining claim previously owned by the Company president and his wife.

7.  EXPENSES

Included within expenses are the following:

Value of warrants issued for services

1,004,550

Director awards

120,000

Consulting expense

1,361,726

Geology expenses

55,250

Mine option expense

48,000

Executive compensation

30,000

Assessments for unpatented claims

30,105

Depreciation expense

21,821





7






Forward Looking Statements and Cautionary Statements .


Certain of the statements contained in this Quarterly Report on Form 10-Q includes "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 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 May 31, 2012. 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, 2012, 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.


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

 

During the three month ended August 31, 2012, the Company had no business operations other than to seek other business opportunities, and during such periods had no revenues from operations.

  

Administrative expenses for the three months ended August 31, 2012 and cumulative from January 25, 2012 to August 31, 2012 were $2,833,257 and $3,109,247, respectively. Administrative expenses consist primarily of consulting fees director awards and other services compensated with equity items.

  

On March 23, 2012, American International ventures, Inc. entered into a share exchange agreement with Placer Gold Prospecting, Inc. (“PGPI.”) PGPI has a collection of prime mineral properties, primarily in Nevada.. For further information regarding this transaction and PGPI, see the Company’s Form 8-K, filed on May 31, 2012, as amended.


Since the acquisition of PGPI, 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 Nevada through PGPI, our wholly owned subsidiary.  We will focus on acquiring gold and base mineral resource properties that have 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.


We are in the exploration stage and have not yet generated revenue from mining operations.  None of our properties or claims has any proven or probable reserves and all of our activities undertaken and currently proposed are exploratory in nature.

  

As of August 31, 2012, the Company had working capital deficit of $16,170, compared with a working capital deficit of $38,610 as of May 31, 2012.




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The Company has projected that its administrative overhead for the next 12 months will be approximately $165,000 which consists of accounting fees (including tax, audit and review) in the approximate amount of $25,000, legal fees in the approximate amount of $40,000, 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 addition legal and accounting fees in order to effect acquisition and share exchange 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.

  

Please refer to the Company’s Form 10-K for the period ending May 31, 2012 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.


Off-Balance Sheet Arrangements


We do not have any off 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 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 accrued liabilities, approximate their fair values at August 31, 2012.


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 of shares outstanding. During periods when a net loss has occurred, as was the case in the three month period ended August 31, 2012, outstanding options and warrants 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, 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.



9






f.   Fixed Assets


Fixed assets are recorded at cost.  Depreciation is computed by using accelerated methods, with useful lives of seven years for furniture and equipment and five years for computers and automobiles.


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 r three month period ended August 31, 2012.


i.    Segment Reporting


The Company is organized in one reporting and accountable segment.


Recent Events


On June 15, 2012, the Company entered into an Advisory Agreement with Sunrise Securities Corp. pursuant to which Sunrise will provide to the Company financial and acquisition advisory services.  Please refer to the Company’s Form 8K filed on June 28, 2012.


On July 18, 2012, the Company closed Escrow at Title Service and Escrow Company on the Purchase Agreement with Tucker E. White and Victoria White for the purchase of the 704 acre parcel known as the Patented Golden Eagle Placers Extension in Nevada. Please refer to the Company’s Form 8K filed on July 18, 2012.


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 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 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 August 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



10






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.


During the quarter ended August 31, 2012, we received $287,500 from the sale of 2,300,000 units. Each unit consists of one share of our common stock, and one half of a warrant. The conversion price of the warrant is $1.00 during an exercise period of twelve months. The transactions were exempt under Section 4(2) and 3(b) of the Securities Act of 1933, as amended, and the rules and regulations promulgated there under, including Regulations D, due to the facts that the investors were accredited investors, they each has acquired the shares for investment purposes and not with a view for re-distribution, she had access to sufficient information concerning the Company, and the certificate(s) representing such shares will bear a restrictive legend.

Item 3. Defaults Upon Senior Securities.


None

Item 4. Mine Safety Disclosures.


None

Item 5. Other Information.


None

Item 6. Exhibits


(a) Exhibits Furnished.


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.


The following exhibits contain information from our Quarterly Report on Form 10-Q for the quarter ended August 31, 2012 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. *


*In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.   



11






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/ Brandon Nash

       ___________________________________

       Brandon Nash

       Chief Executive Officer

       (Principal Executive Officer)


Date:  June 14, 2013



By:  /s/ Jack Wagenti

       ___________________________________

       Jack Wagenti

       Chairman, President, Chief Financial Officer

       (Principal Financial Officer)


Date:  June 14, 2013


















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