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 November 30, 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
------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer Identification no.)
incorporation or organization)
6 Glory Lane, Wantage, New Jersey 07461-0326
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(Address of principal executive offices)
973-249-6162
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(Registrant's telephone number, including area code)
260 Garibaldi Avenue, Lodi, New Jersey 07644
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(Former address, if changed from last report)
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
--------------
(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 January 1, 2005 is 18,660,210 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):
-Consolidated Balance Sheet at November 30, 2004 (unaudited)
and May 31, 2004 (audited)
F-1
-Consolidated Statements of Operations
for the quarters ended November 30, 2004 and
November 30, 2003, and from June 1, 2003 to November 30, 2004
F-2
-Consolidated Statements of Cash Flows for the quarters
ended November 30, 2004 and November 30, 2003, and
from June 1, 2003 to November 30, 2004
F-3
-Notes to Financial Statements
F-4
Item 2. Management's Discussion and Analysis
F-5
Item 3. Effectiveness of the registrant’s disclosure controls and procedures
F-6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
F-8
Item 2. Changes in Securities
F-8
Item 3. Defaults upon Senior Securities
F-8
Item 4. Submission of Matters to Vote of Securityholders.
F-8
Item 5. Other Information.
F-8
Item 6. Exhibits and Reports on Form 8-K.
F-8
Signatures
F-9
AMERICAN INTERNATIONAL VENTURES, INC.
(An Exploration Stage Company)
BALANCE SHEETS
ASSETS
November 30, 2004
May 31, 2004
(Unaudited)
(Audited)
Current Assets
Cash
$ 38,117
$ 118,622
Prepaid expense
150
150
Total current assets
38,267
118,772
Fixed Assets
Office furniture and equipment
11,567
11,567
Less, accumulated depreciation
11,567
11,155
Net fixed assets
-
402
Other Assets
Mineral rights
8,671
3,273
Total other assets
8,671
3,273
TOTAL ASSETS
$ 46,938
$ 122,447
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses
$ 15,801
$ 2,726
Total current liabilities
15,801
2,726
Stockholders’ Deficit
Common stock – authorized, 50,000,000
shares of $.00001par value; issued 19,260,710
and 18,660,210 shares, respectively
192
186
Capital in excess of par value
1,876,445
1,827,576
Accumulated deficit
(738,984)
(738,984)
Deficit accumulated during exploration stage
(299,384)
(161,925)
Common stock held in treasury - 1,751,666
shares, at cost
(807,132)
(807,132)
Total stockholders’ deficit
31,137
119,721
TOTAL LIABILITIES AND
STOCKHOLDERS’ DEFICIT
$ 46,938
$ 122,447
The accompanying notes are an integral part of these financial statements.
F-1
#
AMERICAN INTERNATIONAL VENTURES, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
AND DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
(Unaudited)
June 1, 2003
(Date of Inception of
Six Month Periods
Exploration Stage)
Ended November 30,
To
2004
2003 November 30, 2004
Revenue
$ -
$ -
$ -
Operating Expenses (A)
137,645
45,897
359,630
Operating loss
(137,645)
(45,897)
(359,630)
Other Income and Expense:
Interest income
186
45
487
Interest expense
-
(80)
(206)
Profit on sales of securities
-
36,866
59,965
Loss from Continuing Operations
(137,459)
(9,066)
$(299,384)
Other Comprehensive Loss:
Unrealized gain on securities held for sale
-
(1,365)
Holding loss on securities sold
during the period
-
(1,569)
Reclassification adjustment for gain
included in net loss
(36,866)
Total other comprehensive loss
-
(39,800)
Total Comprehensive Loss
$(137,459)
$ (48,866)
Loss Per Share:
Basic and Diluted
$(.01)
$ -
Weighted Average Number of Shares Outstanding
18,888,295
17,981,877
(A)
Includes the following expenses:
Geological fees and drilling cost
$ 61,828
$ 8,591
Professional fees
46,296
29,213
The accompanying notes are an integral part of these financial statements.
F-2
#
AMERICAN INTERNATIONAL VENTURES, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
AND DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
(Unaudited)
June 1, 2003
(Date of Inception
Three Month Periods
of Exploration Stage)
Ended November 30,
To
2004
2003 November 30, 2004
Revenue
$ -
$ -
$ -
Operating Expenses (A)
44,626
17,870
359,630
Operating loss
(44,626)
(17,870)
(359,630)
Other Income and Expense:
Interest income
71
45
487
Interest expense
-
(80) (206)
Gain on sales of securities
-
12,241
59,965
Loss Accumulated During Exploration Stage
$ (44,555)
$ (5,664)
$(299,384)
Other Comprehensive Income (Loss):
Unrealized gain on securities held for sale
-
9,250
Holding gain on securities sold
during the period
-
1,779
Reclassification adjustment for gain
included in net loss
-
(12,241)
Total other comprehensive loss
-
(1,212)
Total Comprehensive Loss
$ (44,555)
$ (6,876)
Loss Per Share:
Basic and Diluted
$ -
$ -
Weighted average number of shares outstanding
19,118,886
17,365,211
(A)
Includes the following expenses:
Geological fees and drilling cost
$ 9,204
$ 2,234
Professional fees
28,020
12,115
The accompanying notes are an integral part of these financial statements.
F-3
AMERICAN INTERNATIONAL VENTURES, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
June 1, 2003
(Date of Inception of
Six Month Periods
Exploration Stage)
Ended November 30,
To
2004
2003 November 30, 2004
Cash Flows From Operations:
Net loss from continuing operations
$(137,459) $ (9,066)
$(299,384)
Adjustments to reconcile net loss to net cash
consumed by operating activities:
Depreciation and amortization
402
1,156
2,714
Value of capital stock issued for services
-
-
59,925
Value of options issued for services
6,840
-
27,532
Changes in current assets and liabilities:
Increase (decrease) in accounts payable and
accrued expenses
13,075
(4,034)
(14,707)
Net cash consumed by operating activities
(117,142) (11,944)
(223,920)
Cash Flows From Investing Activities:
Investment in mining claims
(5,398) -
(5,398)
Net cash consumed by investing activities
(5,398) -
(5,398)
Cash Flows From Financing Activities:
Proceeds of common stock issuances
42,035
-
182,110
Decrease in stockholder advances
-
(143)
Net cash provided by financing activities
42,035
-
181,967
-
Net increase (decrease) in cash
(80,505) (11,944)
(47,351)
Cash balance, beginning of period
118,622 85,468
85,468
Cash balance, end of period
$ 38,117 $ 73,524
$ 38,117
The accompanying notes are an integral part of these financial statements.
F-4
AMERICAN INTERNATIONAL VENTURES, INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
(Unaudited)
1.
BASIS OF PRESENTATION
The unaudited interim consolidated financial statements of American International Ventures, Inc. ("the Company") as of November 30, 2004 and for the three and six month periods ended November 30, 2004 and 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 six months ended November 30, 2004 are not necessarily indicative of the results to be expected for the full fiscal year ending May 31, 2005.
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, 2004.
2.
SUPPLEMENTARY CASH FLOWS INFORMATION
There was no cash paid for income taxes during either of the periods presented. Similarly, there was no interest paid for the 2004 period, whereas $80 was paid for the 2003 period.
F-5
Item 2. Management's Discussion and Analysis.
The Company is an exploration stage company engaged in the acquisition, exploration, and development of mineral properties. The Company has acquired mining claims located in Nye County, Nevada, known as the “Bruner” claims. The Company intends to carry out a geological study and exploration work on the Bruner claims in order to ascertain whether the property possesses commercially exploitable quantities of gold and silver. Please refer to the Company’s Annual Report on Form 10-KSB for the period ending May 31, 2004 for a broader description of the Company’s business and its proposed operations on the Bruner Claims.
The Company’s projected capital expenditures for the next 12 months ranges from $230,000 to $360,000 as described below. The Company’s plan of operations for this period consists of: conducting a comprehensive geological study and drill site identification on the Bruner claims, and if warranted, conduct additional drilling operating; staking and acquiring new mining claims; and identifying additional mining properties for acquisition.
The Bruner geological study will consist of a comprehensive review of the existing data including data recently received by the Company compiled by the prior owners of the claims. The review will be conducted by an independent professional geologist in collaboration with the two of the Company’s officers. The purpose of the study is to identify prospective targets for additional drilling. The Company expects that most of these targets will be at depth greater than 300 feet, the purpose of which will be to provide additional information regarding the presence of high grade vein deposits. The projected cost of the study is less than $10,000. The Company has budgeted $150,000 for additional drilling, however, the actual amount will vary dependent upon the results of the study.
The Company presently is exploring the possibility of staking additional mining claims on a recently identified property. If the Company is successful in acquiring these additional claims, the Company expects to expend approximately $30,000 in geological studies and identification of prospective drill targets, and $100,000 in actual drilling operations. As with the Bruner claims, the actual amount of drilling will vary dependent upon the results of the study. The Company can not predict however, whether it will be successful in acquiring these claims or if acquired, identifying prospective drill targets. The Company will seek to identify additional prospective mining claims. The projected cost to acquire these claims, including a limited geological review, is $20,000.
In addition to the capital requirements above, the Company has budgeted $70,000 for corporate overhead, including payment of consulting fees to the Company’s President, with the remainder allocated for legal, accounting, and miscellaneous expenditures. Legal fees include amounts projected for its ongoing litigation with its former officers and directors. In June 2003, the Company entered into an agreement with a consultant, who is now its President, pursuant to which the Company has agreed to pay the officer $1,400 per month. The agreement expires at the end of calendar year 2004. As of November 30, 2004, $12,826 in fees remain unpaid and have been accrued. Other than as indicated above, the Company has no other projected capital expenditures.
If the Company is able to raise part but not all of its projected working capital needs, it intends to prioritize available capital. The Company will pay its overhead requirements on an “as needed” basis. Next, it will devote available capital to the Bruner exploration or its new claims, if acquired, based on exploration potential and comparative risk avoidance. Available capital remaining will be allocated towards to identification and exploration of other mining claims. The last item of priority will be listing on a Canadian exchange. The Company intends to finance its plan of operations through the private placement of its capital stock or through debt financing. 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, 2004 (“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; lack of established marketing strategy; sale of compatible and remanufactured products; and competition; among other factors. 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 November 30, 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.
On November 24, 2004, as reported by the Company in its press release dated December 21, 2004 and its related Form 8-K filing, on December 23, 2004, and in connection with its ongoing litigation against its former officers and director, the Second Judicial District Court of the State of Nevada for Washoe County, Nevada entered a Court Order ruling that the two previous officers of the Company ("the Plaintiffs") have no ownership interests or claims to possession of the Company's Bruner property located in Nye County, Nevada. In so ruling, the Court expunged a lis pendens which had been filed against the Bruner property by the Plaintiffs. The Court Order, which was entered, ruled that the Bruner Property was sold directly by the prior owners to the Company, and that the Plaintiffs did not acquire an option or interest in the Bruner Property, and have no interest in the property. The Plaintiffs in the action have appealed the Court Order.
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 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: January 14, 2005
AMERICAN INTERNATIONAL VENTURES, INC.
/s/ Jack Wagenti
Jack Wagenti
Chief Financial Officer