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 February 28, 2018
For the quarterly period ended August 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 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 ~~March~~October 3016, ~~2017~~2018: ~~302~~413,~~399~~982,~~945~~940 shares of Common Stock, $.00001 par value.

EXPLANATORY NOTE

American International Ventures Inc. (“AIVN”) previously filed ~~audited~~reviewed 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.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION4

Item 1. Financial Statements4

Item 23. ~~Management's~~Quantitative ~~Discussion~~ and ~~Analysis~~Qualitative ofDisclosures ~~Financial~~about ~~Condition~~Market ~~and Results of Operations9~~Risk.11

Item 34. ~~Quantitative~~Controls and ~~Qualitative Disclosures about Market Risk~~Procedures.1211

~~Item~~PART 4.II ~~Controls~~– OTHER ~~and Procedures.12~~INFORMATION12

~~PART~~Item II1. ~~– OTHER~~Legal ~~INFORMATION13~~Proceedings.12

Item 11A. ~~Legal~~Risk ~~Proceedings~~Factors.1312

Item 1A2. ~~Risk~~Unregistered ~~Factors~~Sale of Equity Securities and Use of Proceeds.1312

Item 23. ~~Unregistered~~Defaults ~~Sale~~Upon ofSenior ~~Equity~~ Securities ~~and Use of Proceeds~~.1312

Item 34. ~~Defaults~~Mine ~~Upon~~Safety ~~Senior Securities~~Disclosures.1312

Item 45. ~~Mine~~Other ~~Safety Disclosures~~Information.1312

Item 5. Other Information.13

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN INTERNATIONAL VENTURES, INC. (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS (Unaudited)
AMERICAN INTERNATIONAL VENTURES, INC. CONSOLIDATED BALANCE SHEETS (Unaudited)
	February 28, 2018	May 31, 2017
	August 31, 2018	May 31, 2018
ASSETS
Current Assets
Cash	$ 272,~~335~~669	$ ~~232~~12,~~859~~555
Miscellaneous receivables	~~297~~42,~~597~~544	~~110~~40,~~146~~910
Total current assets	~~324~~45,~~932~~213	~~343~~53,~~005~~465
Fixed Assets
Vehicles	~~150~~142,~~039~~648	150,039
Mining equipment	~~508~~386,~~690~~023	502,400
Office furniture and equipment	3237,~~444~~003	3238,~~444~~254
Total assets	691,173	684,883
Total fixed assets	565,674	691,193
Less accumulated depreciation	~~465~~(483,~~155~~255)	~~464~~(545,~~557~~498)
Net fixed assets	~~226~~82,~~018~~419	~~220~~145,~~326~~695
Other Assets
Investment in securities	6,380	6,380
Mining claims	1776,~~290,016~~242	1,~~286~~289,~~707~~822
Total other assets	1782,~~296,396~~622	1,~~293~~296,~~087~~202
TOTAL ASSETS	$ 1910,~~847,346~~254	$ 1,~~856~~495,~~418~~362
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portions of notes payable	$ -	$ 2,331
Accounts payable and accrued expenses	$ 95,608	$ 93,690
Accounts payable and accrued expenses	107,263	94,625
Taxes payable	52,185	50,134
Taxes payable	54,408	59,798
Total current liabilities	147,793	143,824
Total current liabilities	161,671	156,754
Long Term Liabilities
Warrant liability	-	27,150
Total long term liabilities	-	27,150
Total Liabilities	161,671	183,904
Stockholders' Equity
Common stock - authorized, 800,000,000 shares of $.00001 par value; issued and outstanding, 276,149,945 and 274,399,945 shares, respectively	2,773	2,716
Common stock - authorized, 800,000,000 shares of $.00001 par value; issued and outstanding, 360,399,945 and 327,399,945 shares, respectively	3,604	3,274
Additional paid in capital	8,~~844~~889,~~385~~680	8,~~384~~863,~~792~~885
Accumulated deficit	(7,~~102~~980,~~116~~869)	(67,~~689~~420,~~464~~840)
Accumulated other comprehensive income	3941,~~274~~352	36126,~~625~~141
Total American International Ventures, Inc. stockholders’ equity	1953,~~784,316~~767	1,~~734~~572,~~668~~460
Non controlling interest	(98191,~~641~~306)	(62220,~~155~~922)
Total stockholders' equity	1762,~~685,675~~461	1,~~672~~351,~~514~~538
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 1910,~~847,346~~254	$ 1,~~856~~495,~~418~~362

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

AMERICAN INTERNATIONAL VENTURES, INC. (An Exploration Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
AMERICAN INTERNATIONAL VENTURES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
	Three Month Periods Ended February 28,		Nine Month Periods Ended February 28,
	Three Month Periods Ended August 31,
	2018	2017		~~2018~~	~~2017~~
Sales	$ -	$ -41,310		~~$ 41,310~~	~~$ 48,076~~
Cost of goods sold	(2,028)	-		220,275	58,944
Cost of sales	-	203,877
Gross profit (loss)	~~(2,028)~~-	-(162,567)		~~(178,965)~~	~~(10,868)~~
Administrative expenses	26,408	292,933		253,817	409,122
Operating Expenses:
Operating loss	(24,380)	(292,933)		432,782	419,990
Abandonment of mining claims	514,358	-
Other Income and Expense:
Depreciation	9,451	-
Other income	-	12		-	2,034
Other	35,479	104,852
Royalty income	-	-		-	32,388
Total Operating expenses	559,288	104,852
Interest expense	(25)	(780)		16,356	(7,378)
Loss from operations	(559,288)	(267,419)
Total other income (expense)	(25)	(768)		(16,356)	27,044
Other income (expense):
Net income (loss) before taxes	(24,405)	(293,701)		(449,138)	(392,946)
Interest expense	(741)	(16,331)
Provision for income taxes	-	-		-	-
Total other income (expense)	(741)	(16,331)
Net Loss	(24,405)	(293,701)		(449,138)	(392,946)
Net income (loss) before income taxes	(560,029)	(283,750)
Net income ( loss) attributable to noncontrolling interests	135	(1,153)		36,486	(2,178)
Provision for income taxes	-	-
Net income (loss) attributable to American International Ventures, Inc.	$ (24,540)	$ (294,854)		$ (412,652)	$ 395,124
Net Loss	(560,029)	(283,750)
Net income (loss) Per Share – Basic and Diluted	$ -	$ -		$ -	$ -
Net income ( loss) attributable to noncontrolling interests	29,616	(34,623)
Weighted Average Number of Shares Outstanding	278,322,167	216,444,389		276,695,565	212,344,389
Net income (loss) attributable to American International Ventures, Inc.	$ (589,645)	$ (249,127)
Other comprehensive income:
Net income (loss) Per Share – Basic and Diluted	$ (0.00)	$ (0.00)
Exchange rate changes	(350)			3,278	41,102
Weighted Average Number of Shares Outstanding	342,462,445	273,323,858
Attributable to noncontrolling interest	62			629
Other comprehensive income (expense):
Net other comprehensive income	(288)			2,649
Exchange rate changes	(84,789)	17,930
Total comprehensive loss	$ (24,828)			$ (410,003)	$
Attributable to noncontrolling interest	-	(3,343)
Net other comprehensive income (loss)	(84,789)	14,587
Total comprehensive loss	$ (674,434)	$ (234,540)

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

AMERICAN INTERNATIONAL VENTURES, INC. (An Exploration Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
AMERICAN INTERNATIONAL VENTURES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	Nine Month Periods Ended February 28,
	Three Month Periods Ended August 31,
	2018	2017
Cash Flows From Operating Activities:
Net loss	$ (~~449~~560,~~138~~029)	$ (~~392~~234,~~946~~540)
Adjustments to reconcile net loss to net cash consumed by operating activities:
Charges and credits not requiring the use of cash:
Depreciation	598	76,148
Abandonment of mining claims	514,358	-
Equity items issued for services	43,750	32,625
Depreciation	9,451	126
Amortization of deferred interest	-	5,314
Equity items issued for services	25,475	43,750
Changes in assets and liabilities:
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses	12,638	53,541
Decrease(increase) in miscellaneous receivables	(1,634)	(203,231)
Decreases in taxes payable	(5,390)	(4,618)
Increase (decrease) in accounts payable and accrued expenses	1,918	20,657
Decrease(increase) in miscellaneous receivables	187,451	(79,736)
Decrease in taxes payable	2,051	(3,439)
Net cash consumed by operating activities	(210,091)	(309,672)
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)~~-	-(6,290)
Investment in mining claims	~~(3,309)~~-	-(13,782)
Net cash consumed by investing activities	~~(9,599)~~-	-(20,072)
Cash Flows From Financing Activities:
Contributions to paid in capital	-	-
Proceeds from sale of subsidiary stock	-	300,000
Short term loan proceeds	-	200,000
Payments on notes payable	-	(2,331)
Payments on notes payable	(2,331)	(10,016)
Net Cash provided by financing activities	-	297,669
Net Cash provided by financing activities	(2,331)	189,984
Effect on cash of exchange rate changes	(1,476)	4,463
Net change in cash	(~~237~~9,~~307~~886)	(~~119~~130,~~688~~693)
Cash balance, beginning of period	-12,555	~~146~~232,~~296~~859
Cash balance, end of period	$ 272,~~335~~669	$ 26102,~~608~~166
Supplemental Cash Flow Information:
Interest paid Income taxes paid	$ 741 $ -	$ 16,331 $ -

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

AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~February~~August 2831, 2018

(Unaudited)

1. ~~BASIS~~ORGANIZATION OFAND ~~PRESENTATION~~BUSINESS

~~The unaudited interim consolidated financial statements of~~ American International Ventures, Inc. ("“AIVN” or collectively with its subsidiaries, the “Company"”) aswas ofincorporated ~~February~~in 28Delaware on January 13, ~~2018~~1998. ~~and~~The ~~for~~consolidated ~~the~~financial ~~nine~~statements ~~month~~include ~~periods~~the ~~ended~~accounts ~~February~~of 28AIVN, ~~2018~~its ~~and~~100% ~~2017~~owned ~~have~~subsidiary ~~been~~Mega ~~prepared~~Mines, inInc. ~~accordance~~(formerly ~~with~~Placer ~~accounting~~Gold ~~principles~~Prospecting, ~~generally~~Inc), ~~accepted~~an entity incorporated in ~~the~~Florida ~~United~~on ~~States~~January of25, ~~America~~2012 (“Mega Mines”), its 82.5% Inowned ~~the~~subsidiary ~~opinion~~AIVN ofde ~~management~~Mexico, ~~such~~S.A. ~~information~~de ~~contains~~C.V., ~~all~~an ~~adjustments,~~entity ~~consisting~~incorporated ~~only~~in ofMexico ~~normal~~on ~~recurring~~March ~~adjustments~~7, ~~necessary~~2013 ~~for~~(“AIVN aMexico”), ~~fair~~its ~~presentation~~100% ofowned ~~the~~subsidiary ~~results~~Mega ofMines ~~such~~LLC, ~~periods.~~an ~~The~~entity ~~results~~organized ofin ~~operations~~Nevada ofon ~~the~~July ~~nine~~31, ~~month~~2014 ~~period~~and ~~ended~~acquired ~~February~~by 28the Company on December 1, ~~2018~~2016, ~~are~~and ~~not~~its ~~necessarily~~100% ~~indicative~~owned ofsubsidiary ~~the~~GeoEnergy ~~results~~(USA) toInc., bean ~~expected~~entity ~~for~~incorporated ~~the~~in ~~full~~West ~~fiscal~~Virginia ~~year~~on ~~ending~~April ~~May~~6, 312012 and acquired by the Company on February 20, 2018 (“Geo Energy”).

~~Certain~~AIVN, ~~information~~Mega ~~and~~Mines, ~~disclosures~~AIVN ~~normally~~Mexico, ~~included~~and inMega ~~the~~Mines ~~notes~~LLC toare ~~financial~~in ~~statements have been condensed or omitted as permitted by~~ the ~~rules~~business ~~and regulations~~ of ~~the~~mining ~~Securities~~for ~~and~~precious ~~Exchange~~metals. ~~Commission,~~Geo ~~although~~Energy ~~the~~expects ~~Company~~to ~~believes~~operate ~~the~~Coal ~~disclosure is adequate~~ to ~~make~~Liquids ~~the~~(CTL) ~~information presented not misleading~~plants. ~~The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company for the year ended May 31, 2017.~~

2. ~~BACKGROUND~~BASIS OF PRESENTATION

OnThe ~~March~~unaudited ~~23,~~interim ~~2012~~consolidated financial statements of American International Ventures, Inc. (the “Company") ~~entered~~as ~~into~~of aAugust ~~share~~31, ~~exchange~~2018 ~~agreement~~and ~~with~~for ~~Placer~~the ~~Gold~~three ~~Prospecting,~~month ~~Inc.~~periods ~~(“PGPI”)~~ended August 31, a2018 ~~Company~~and ~~that~~2017 ~~was~~have ~~formed~~been onprepared ~~January~~in ~~25,~~accordance ~~2012~~with accounting principles generally accepted in the United States of America. ~~This~~In ~~share~~the ~~exchange~~opinion ~~agreement~~of ~~was treated~~management, assuch ainformation ~~reverse~~contains ~~recapitalization~~all adjustments, ~~under~~consisting ~~which~~only ~~the~~of ~~legal~~normal ~~acquiree~~recurring ~~(Placer)~~adjustments, ~~was~~necessary ~~treated~~for asa fair presentation of the ~~accounting~~results ~~acquirer~~of ~~and~~such ~~the~~periods. ~~equity~~The ~~accounts~~results of ~~the~~operations ~~Company~~of ~~were~~the ~~adjusted~~three tomonth ~~reflect~~period aended ~~reorganization.~~August ~~Inasmuch~~31, as2018 ~~Placer~~are ~~was~~not ~~treated~~necessarily asindicative of the ~~accounting~~results ~~acquirer,~~to ~~whenever~~be ~~historical~~expected ~~financial~~for ~~information~~the isfull ~~presented,~~fiscal ityear isending ~~Placer~~May ~~information~~31, 2019.

OnCertain ~~May~~information 3,and ~~2013,~~disclosures normally included in the ~~Company~~notes ~~formed~~to afinancial ~~subsidiary~~statements inhave ~~Baja,~~been ~~California. It~~condensed ~~remained~~or ~~inactive~~omitted ~~until~~as ~~June~~permitted 1,by ~~2013~~the atrules ~~which~~and ~~time~~regulations itof ~~became~~the ~~operational,~~Securities onand aExchange ~~limited~~Commission, ~~basis. A~~although ~~problem~~the ~~with~~Company believes the ~~mining~~disclosure ~~permit~~is ~~caused~~adequate ~~suspension~~to ofmake ~~mining~~the ~~activities~~information inpresented ~~May~~not ~~2014~~misleading. ~~Mining~~ ~~operation~~The ~~resumed~~accompanying unaudited financial statements should be read in ~~2016,~~conjunction ~~but~~with ~~has~~the ~~once~~financial ~~again~~statements ~~been~~of ~~suspended~~the Company for the year ended May 31, 2018.

3. GOING CONCERN AND LIQUIDITY

As shown in the accompanying financial statements, the Company has experienced losses since its inception. It 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. 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". The warrants expired in June 2017. Upon expiration, the remaining warrant liability of $27,150 was added to additional paid in capital.

AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~February~~August 2831, 2018

(Unaudited)

54. ~~CAPITAL~~MINING ~~STOCK~~CLAIMS

~~The~~At ~~following~~August is31, a2018, ~~summary~~mining ofclaims ~~stock~~consist ~~activity during the nine month period ended February 28, 2018 and 2017~~of:

	2018	2017
Balance May 31, 2017 and 2016	274,399,945	211,649,945
Shares issued for services	1,750,000	1,750,000
Shares issued for mining claims	-	50,250,000
Shares issued for loan inducement	-	3,000,000
Balance February 28, 2018 and 2017	276,149,945	266,649,945

Golden Eagle property consisting of approximately

6702 ~~SUPPLEMENTARY~~acres ~~CASH~~of ~~FLOW~~patented ~~INFORMATION~~placer mining claims located

~~There~~in ~~was no cash paid for interest during the nine month period ended February 28~~Winnemucca, ~~2018~~Humboldt ~~and there was $426 cash paid for interest during the nine month period ended February 28~~County, ~~2017. There~~Nevada ~~was no cash paid for income taxes during either of these nine month periods.~~acquired

7.by ~~RELATED~~Mega ~~PARTY~~Mines ~~TRANSACTIONS~~on June 3, 2012.$348,000

~~During~~Quesaro ~~the~~property ~~nine~~consisting ~~month~~of ~~period~~ten ~~ended February 28, 2018, the Company issued 1,750,000 shares~~ (~~valued at $43,750~~10) tomining ~~its~~concessions ~~directors and officers.~~

~~Forward~~ ~~Looking~~(total ~~Statements~~of ~~and~~approximately ~~Cautionary~~2,477 ~~Statements .~~hectares) located in Baja

~~Certain~~Mexico ofacquired ~~the~~by ~~statements~~AIVN ~~contained~~Mexico ~~in this Quarterly Report~~ on ~~Form~~December ~~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~~1, ~~business strategy~~2015$50, 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 are disclosed in the Cautionary Statements section and elsewhere in the Company’s Form 10-K for the period ended May 31, 2017. 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, 2017, 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 behalf of the Company subsequent to the date of this Form 10-Q are expressly qualified in their entirety by the referenced Cautionary Statements.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 three month periods ended August 31, 2018 and 2017:



	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

Of the 2,500,000 shares issued for services in the three months ended August 31, 2018, 1,750,000 shares (valued at $17,650) were issued to AIVN officers and 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 30,000,000 shares issued for acquisitions of three affiliated entities of Geo Energy in 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.

6. SUBSEQUENT EVENTS

On 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 Company) in connection with the Company’s purchase of a liquid formula potentially useful in “fracking” applications pursuant to a Purchase Agreement dated September 14, 2018 between the Company and Vito Federici.

AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2018

(Unaudited)

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

~~Nine~~Forward ~~Month~~Looking ~~Periods~~Statements ~~Ended February 28, 2018~~ and ~~2017~~Cautionary Statements

~~During~~Certain of the ~~nine~~statements contained in this Quarterly Report on Form 10-~~month~~Q ~~period~~include ~~ended~~"forward ~~February~~looking ~~28,~~statements." ~~2018,~~All statements other than statements of historical facts included in this Form 10-Q regarding the Company's ~~had~~financial ~~revenue~~position, ofbusiness ~~$41~~strategy,~~310,~~ ~~compared~~and ~~with~~plans ~~$48~~and objectives of management for future operations and capital expenditures,~~076~~ ~~during~~and ~~the~~other ~~comparable~~matters, ~~nine-month~~are ~~period~~forward oflooking ~~2017~~statements. These ~~2018~~forward-looking ~~revenues~~statements ~~were~~are ~~derived~~based ~~from~~upon ~~test~~management's ~~mining~~expectations ~~activity~~ of future events. Although the Company ~~subsidiary~~believes the expectations reflected in such forward-looking statements are reasonable, ~~AIVN~~there decan ~~Mexico~~be no assurances that such expectations will prove to be correct. ~~Cost~~ ofAdditional ~~goods~~statements ~~sold~~concerning ~~consisting~~important offactors ~~mining,~~that ~~milling~~could ~~and~~cause ~~personnel~~actual ~~costs~~results ~~was~~to ~~$220,275~~differ ~~during~~materially from our expectations are disclosed in the ~~nine~~Cautionary Statements section and elsewhere in the Company’s Form 10-~~month~~K ~~period~~for the year ended ~~February~~May 2831, 2018. Readers are urged to refer to the section entitled “Cautionary Statements” and ~~$58~~elsewhere in the Company’s Form 10-K for a broader discussion of these statements,~~944~~ ~~during~~risks, and uncertainties. These risks include the ~~comparable~~Company’s ~~2017~~limited ~~period~~operations and lack of 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.

~~There~~Results ~~was a gross loss during the 2018 nine-month period~~ of ~~$178,965, compared with a gross loss of $10,868 during the 2017 period.~~Operations

~~Administrative expenses for the nine~~Three-~~month~~months ~~period~~Ended ~~ended~~August ~~February 28~~31, 2018 ~~were $253,817 compared to $409,122 in the comparable period of 2017. Administrative expenses consist primarily of consulting fees, director awards~~ and ~~other services compensated with equity items. The reduction in administrative costs for the current period was due principally to reductions in professional fees and .~~2017

~~The~~Sales ~~Company~~decreased ~~had~~$41,310 anfrom ~~operating~~$41,310 ~~loss~~ in ~~the~~2017 ~~2018~~to ~~nine-month~~$0 ~~period~~in of2018 ~~$432,782,~~and ~~compared~~cost ~~with~~of ansales ~~operating~~decreased ~~loss~~$203,877 offrom $~~419~~203,~~990~~877 ~~for~~in ~~the~~2017 ~~comparable~~to ~~period~~$0 ofin ~~2017~~2018. ~~The~~ ~~increased~~These ~~loss~~decreases iswere ~~primarily~~ due to the ~~explanations~~shutdown ~~provided~~of ~~above~~Mexican mining operations in August 2017.

~~Interest~~Total ~~expense~~operating inexpenses ~~the~~increased ~~current nine-month period was~~ $16454,~~356,~~436 ~~compared~~from ~~with~~ $7104,~~378~~852 in ~~the~~2017 ~~comparable~~to ~~period~~$559,288 ofin ~~2017~~2018. ~~Interest~~ ~~expense~~The ~~accrues~~increase onin ~~outstanding~~operating ~~debt~~expenses ~~obligations~~was ~~and~~due onprimarily ~~credit~~to ~~card~~the ~~charges~~$514,358 ~~which~~charge ~~were higher~~ in ~~the~~ 2018 ~~period. The~~relating ~~2017~~to ~~increase resulted from payment in~~ the ~~current~~abandonment ~~quarter~~ of ancertain ~~interest~~mining ~~charge that had not been previously accrued~~claims.

~~The~~Net ~~Company~~loss ~~experienced~~increased a$276,279 from $283,750 in 2017 to $560,029 in 2018. The increase in net loss ofwas due to the $~~449~~454,~~138~~436 ~~during~~increase ~~the~~in ~~2018~~total ~~nine-month~~operating ~~period,~~expenses ~~compared~~offset ~~with~~by the $~~392~~162,~~946~~567 decrease in gross loss and the ~~2017~~$15,590 ~~nine-month~~decrease ~~period~~in interest expense.

9Since the acquisition of 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 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.

Three-months Ended February 28, 2018 and 2017

During the three-month period ended February 28, 2018, the Company did not have revenue as the Mexican mining operations were shut down at the end of August. In the comparable 2017 period, it also did not have revenue. Cost of goods sold, consisting of mining, milling and personnel costs, was ($2,028) during the three-month period ended February 28, 2018, and zero in the comparable 2017 period.

There was a gross loss for the February 28, 2018 three-month period of ($2,028), and no gross profit or loss in the 2017 period.

Administrative expenses for the three-months ended February 28, 2018 were $26,408 compared to $292,933 in the comparable period of 2017. 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 both years they occurred in the quarter ended November 30.

The Company had an operating loss in the current three-month period of $24,380, compared with an operating loss of $292,933 in the comparable period in 2017. The change is due to the factors described above.

There was no interest expense in the current three-month period, compared with $780 in the comparable period of 2017. Interest expense accrues on outstanding debt obligations and credit card charges.

Net loss during the current three-month period was $24,405, compared with a net loss of $293,701 in the comparable period of 2017. The favorable change is due to the reduced administration cost noted above.

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 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.

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

As of ~~February~~August 2831, 2018, the Company had negative working capital of $~~163~~102,~~261~~580, compared with a negative working capital of $~~186~~90,~~251~~359 as of May 31, ~~2017~~2018. ~~The decrease is due to a reduction in accounts payable.~~

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, that 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.9

~~Please~~AMERICAN ~~refer~~INTERNATIONAL ~~to the Company’s Form 10-K for the period ending May 31~~VENTURES, 2017 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 controlINC. ~~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.~~

10NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2018

(Unaudited)

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 ~~six~~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 accounts payable and accrued ~~liabilities~~expenses, approximate their fair values at ~~February~~August 2831, 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~~August 2831, 2018 and 2017, ~~outstanding~~any ~~options~~common ~~and~~stock ~~warrants~~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~~the ~~methods~~straight line method, with useful lives of seven years for ~~furniture~~mining ~~and~~ equipment and five years for ~~computers~~vehicles and ~~automobiles~~office furniture and equipment.

1110

AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2018

(Unaudited)

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~~ Segment ~~Costs~~Reporting

The Company expenses advertising costs when the advertisement occurs. There was no advertising expense in the nine-month period ended February 28, 2018.

i. Segment Reporting

The Company is organized in one reporting and accountable segment.

~~Item 3~~i. Mining ~~Quantitative and Qualitative Disclosures about Market Risk.~~Claims

~~Not~~Mining ~~Applicable. Smaller~~claims ~~Reporting~~held ~~Companies~~for development are ~~not~~carried ~~required~~at tothe ~~provide~~cost of the ~~information~~claims ~~required~~plus byrelated ~~this~~acquisition ~~item~~costs. These costs will be amortized if and when extraction begins.

~~Item 4~~j. Foreign ~~Controls~~Currency ~~and Procedures.~~Translation

~~Under~~The ~~the~~functional ~~supervision~~currency ~~and with the participation~~ of ~~our~~AIVN ~~management, including our Chief Executive Officer~~ and ~~our~~its ~~Chief~~domestic ~~Financial~~subsidiaries ~~Officer~~is ~~(one and~~ the ~~same~~United ~~person),~~States wedollar. ~~undertook~~The anfunctional ~~evaluation~~currency of ~~the~~AIVN ~~effectiveness~~Mexico ofis the ~~design~~Mexico ~~and~~Peso. ~~operation~~The ofreporting ~~our~~currency ~~disclosure controls and procedures (as defined in Securities Exchange Act~~ of ~~1934, Rules 13a-15(e) and 15d-15(e)) as of~~ the ~~end~~Company 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~~United ~~periods~~States 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 disclosuredollar.

~~There~~The ~~were~~assets noand ~~changes~~liabilities inof ~~our~~AIVN ~~internal~~Mexico ~~control~~are ~~over~~translated ~~financial~~into ~~reporting~~United ~~(as~~States ~~defined~~dollars inat ~~Rule 13a~~period-15end exchange rates (f$0.052056 at August 31, 2018). ~~under~~The ~~the~~revenues ~~Securities~~and ~~Exchange~~expenses ~~Act~~are oftranslated ~~1934)~~into ~~during~~United States dollars at average exchange rates for the ~~quarter~~periods ~~ended~~($0.051653 ~~February~~for ~~28,~~the ~~2018~~three ~~that~~months ~~have~~ended ~~materially~~August ~~affected~~31, or2018). Resulting translation adjustments are ~~reasonably~~recorded ~~likely~~as toa ~~materially~~component ~~affect,~~of ~~our~~accumulated ~~internal~~other ~~control~~comprehensive ~~over~~income ~~financial~~within ~~reporting~~stockholders equity.

12k. Recently Issued Accounting Pronouncements

~~PART~~Certain IIaccounting ~~– OTHER~~pronouncements ~~INFORMATION~~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 13. ~~Legal~~Quantitative ~~Proceedings~~and Qualitative Disclosures about Market Risk.

~~None~~Not Applicable. Smaller Reporting Companies are not required to provide the information required by this item.

Item 1A4. ~~Risk~~Controls ~~Factors~~and Procedures.

~~Smaller~~Under ~~Reporting~~the ~~Companies~~supervision ~~are~~and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, 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 ~~required~~effective to ~~provide~~ensure ~~the~~(a) that information required to be disclosed by ~~this~~us ~~item.~~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

~~Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.~~11

~~There~~AMERICAN ~~were~~INTERNATIONAL ~~no shares of Company common stock sold during the nine-month period ended February 28~~VENTURES, ~~2018~~INC.

~~Item~~NOTES 3.TO ~~Defaults~~CONDENSED ~~Upon~~CONSOLIDATED ~~Senior~~FINANCIAL ~~Securities.~~STATEMENTS

~~None.~~August 31, 2018

~~Item 4. Mine Safety Disclosures.~~(Unaudited)

~~None~~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.

~~Item~~There 5.were ~~Other~~no ~~Information~~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, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~None.~~PART II – OTHER INFORMATION

13Item 1. Legal Proceedings.

~~SIGNATURES~~None

InItem ~~accordance~~1A. ~~with~~Risk ~~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~~Factors.

~~AMERICAN~~Smaller ~~INTERNATIONAL~~Reporting ~~VENTURES,~~Companies ~~INC~~are not required to provide the information required by this item.

~~(Registrant)~~Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

~~By: /s/~~During ~~Jack~~the ~~Wagenti/s/~~three ~~Jose~~months ~~Garcia~~ended August 31, ~~CEO~~ 2018, the Company issued a total of 33,000,000 shares of its common stock, as follows:

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

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

~~Chief~~3. ~~Financial~~30,000,000 ~~OfficerChief~~shares ~~Executive~~issued ~~Officer~~ to an entity (owned by AIVN officers) in connection with the acquisition of three affiliated entities of GeoEnergy (USA) Inc.

~~(Principal~~With ~~Financial~~respect ~~Officer)(Principal~~to ~~Executive~~the ~~Officer~~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.

~~Date: April~~Item ~~27,~~3. ~~2018~~Defaults Upon Senior Securities.

14None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2018

(Unaudited)

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/ Robert G. Polce, Jr.

______________________________________________________________________

Jack WagentiRobert G. Polce Jr.

Chief Financial OfficerChief Executive Officer

(Principal Financial Officer)(Principal Executive Officer)

Date: October 23, 2018

Filing Compare · AMERICAN INTERNATIONAL VENTURES INC /DE/