UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AIM ~~EXPLORATION~~Exploration ~~INC~~Inc.~~(Exact name of registrant as specified in its charter)~~

Nevada	1090	67-0682135
(State or jurisdiction of incorporationor organization)	Primary Standard IndustrialClassification Code Number	IRS Employer Identification Number

(Exact name of registrant as specified in its charter)

~~701 North Green Valley Parkway, Suite 200~~Nevada

~~Henderson, Nevada 89012Telephone:~~ (~~844)~~State ~~246-738(Address~~or ~~and~~other ~~telephone~~jurisdiction ~~number~~ of ~~principal~~incorporation or ~~executive offices~~organization)

~~Incsmart.biz, Inc. 4421 Edward AvenueLas Vegas, Nevada 89108Telephone: (702) 403-8432 (Name, address and telephone number of agent for service)~~ 1090

~~with~~(Primary aStandard ~~copy~~Industrial ~~to:~~Classification Code Number)

~~Dean~~67-0682135 ~~Law Corp.~~

~~601~~(I.R.S. ~~Union~~Employer ~~Street,~~Identification ~~Suite 4200~~Number)

~~Seattle~~170 S Green Valley Pkwy, ~~Washington~~Suite ~~98101~~300

~~Telephone:~~Henderson, ~~(206)~~Nevada ~~274-4598 Facsimile: (206)~~89012 ~~493-2777~~

~~Approximate date of proposed sale to the public~~Telephone: as(844) ~~soon as practicable after the effective date of this Registration Statement.~~246-7378

If(Address, ~~any~~including ofzip ~~the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933~~code, ~~check~~and telephone ~~the following box. x~~number,

Ifincluding ~~this~~area ~~Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act~~code, ~~check the following box and list the Securities Act registration statement number~~ of ~~the~~registrant’s principal ~~earlier~~executive ~~effective registration statement for the same offering. o~~offices)

~~If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act~~IncSmart.biz, ~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering~~Inc. o

If3609 ~~this~~Hammerkop Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offeringDr. o

~~Indicate~~North byLas ~~check mark whether the registrant is a large accelerated filer~~Vegas, anNV accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company: in Rule 12b-2 of the Exchange Act (Check one):89084

~~Large~~Las ~~accelerated~~Vegas, ~~filer o Accelerated~~NV ~~filer o Non~~89169-~~accelerated filer o Smaller reporting companyþ~~6014

(Do888) ~~not~~681-9777 ~~check if a smaller reporting company)~~

~~CALCULATION~~(Name, OFaddress, ~~REGISTRATION~~including ~~FEE~~zip code, and telephone number, including area code, of agent for service)

TITLE OF EACHCLASS OFSECURITIESTO BEREGISTERED	AMOUNT TO BE REGISTERED	PROPOSEDMAXIMUMOFFERINGPRICE PERSHARE	PROPOSEDMAXIMUMAGGREGATEOFFERINGPRICE(1)(2)	AMOUNT OFREGISTRATIONFEE (3)
Common Stock	12,000,000	$0.17 per share	$2,040,000.00	$237.05
TOTAL	12,000,000	$0.17 per share	$2,040,000.00	$237.05

Copy to:

~~(1)~~Scott P. Doney, Esq.

Represents the number of shares of common stock of the Registrant that we will initially put (“Put Shares”) to Southridge Partners II, LP (“Southridge”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”) between Southridge and the Registrant, effective on January 12, 2015. The ~~Equity~~Doney ~~Purchase~~Law Agreement permits the Registrant to “put” up to $5,000,000 in common stock to Southridge. In the event that the provisions of the Equity Purchase Agreement require the Company to issue more shares than are being registered in this registration statement, for reasons other than those stated in Rule 416 of the Securities Act, the Company will file a new registration statement to register those additional shares.Firm

~~(2)~~4955 S. Durango Rd. Ste. 165

~~This~~Las offering price has been estimated solely for the purpose of computing the dollar value of the Purchase Shares and the registration fee of the Purchase Shares in accordance with Rule 457(c) of the Securities Act on the basis of the closing price of the common stock of the Company as reported on the OTCQB on May 8Vegas, ~~2015.~~NV 89113

Telephone: (3982) 702-5686

~~Estimated~~From ~~solely~~time ~~for~~to time after the ~~purpose~~effective date of ~~calculating~~this ~~the~~ registration ~~fee in accordance with Rule 457 under the Securities Act~~statement.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a)Approximate OFdate ~~THE~~of ~~SECURITIES~~commencement of ~~ACT~~proposed OFsale ~~1933~~to ORthe ~~UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a~~public)~~, MAY DETERMINE.~~

~~The~~If any ~~information~~of inthe ~~this prospectus is not complete and may be changed. The selling stockholders may not sell these~~ securities ~~until~~being ~~the~~registered ~~registration~~on ~~statement~~this ~~filed~~Form ~~with~~are ~~the Securities and Exchange Commission is effective. This prospectus is not an offer~~ to ~~sell~~be ~~these~~offered ~~securities~~on ~~and~~a isdelayed ~~not~~or ~~soliciting~~continuous anbasis ~~offer~~pursuant to ~~buy~~Rule ~~these~~415 ~~securities~~under the inSecurities ~~any~~Act ~~state~~of or1933 ~~other~~check ~~jurisdiction where~~ the ~~offer~~following ~~or sale is not permitted.~~box: ☑

~~SUBJECT~~If this TOForm ~~COMPLETION,~~is ~~Dated~~filed ~~May___~~to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, ~~2015~~please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Table of Contents

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☑
		Emerging growth company	☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☑

Calculation of Registration Fee

Title of Each Class of Securities

To Be Registered

Amount To Be

Registered (1)

Proposed Maximum

Offering Price

Per Share

Proposed Maximum
Aggregate

Offering Price

Amount of

Registration Fee

Common Stock, par value $.001 per share

115,000,000

$0.00205 (2)(3)

$235,750 (2)(3)

$29.35(3)

(1)

An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 under the Securities Act to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416.

(2)	Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act.

(3)	Based on the average of the high and low sales prices for the registrant’s common stock on December 6, 2017.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

~~PROSPECTUS~~Table of Contents

~~AIM~~The ~~EXPLORATION~~information ~~INC~~in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

12Subject to Completion,~~000,000~~ ~~SHARESCOMMON~~Dated ~~STOCK~~December 11, 2017

This prospectus relates to the resale of up to 12,000,000 shares of our common stock, par value $0.001 per share, by Southridge Partners II, LP (“Southridge”), which are Put Shares that we will put to Southridge pursuant to the Purchase Agreement. Southridge may also be referred to in this document as the Selling Security Holder.Prospectus

~~The~~AIM ~~Purchase~~Exploration ~~Agreement with Southridge provides that Southridge is committed to purchase up to $5 million of our common stock~~Inc. We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Purchase Agreement. This portion was calculated as approximately 33% of the Company's public float as of May 8, 2015.

~~The~~115,000,000 ~~Put~~ Shares ~~included in this prospectus represent a portion of the shares issuable to Southridge under the Purchase Agreement.~~

~~Southridge~~Common is an “underwriter” within the meaning of the Securities Act in connection with the resale of our common stock under the Purchase Agreement. No other underwriter or person has been engaged to facilitate the sale of shares of our common stock in this offering. This offering will terminate 24 months after the registration statement to which this prospectus is made a part is declared effective by the SEC. Southridge will pay us 92% of the lowest closing price of our common stock for the five trading days immediately following the clearing date associated with the applicable Put Notice.Stock

We will not receive any proceeds from the sale of these shares of common stock offered by Selling Security Holder. However, we will receive proceeds from the sale of our Put Shares under the Purchase Agreement. The proceeds will be used for general administrative expense, payment of permits and legal expenses, drilling and geological expense for the initial phase of Peruvian Exploration, payment of required governmental fees in the Philippines and Peru, as well as for accounting and audit fees._________________________________

WeThis ~~will~~prospectus ~~bear~~relates ~~all~~to ~~costs~~the ~~associated~~offer and resale of up to 115,000,000 shares of our common stock, par value $0.001 per share, by the selling stockholder identified on page 16. These shares represent shares that L2 Capital, LLC (“L2 Capital”) has agreed to purchase from us pursuant to the terms and conditions of an Equity Purchase Agreement we entered into with ~~this~~them ~~registration~~on September 11, 2017 (the “Equity Purchase Agreement”). Subject to the terms and conditions of the Equity Purchase Agreement, we have the right to “put,” or sell, up to $5,000,000 worth of shares of our common stock to L2 Capital. This arrangement is also sometimes referred to herein as the “Equity Line.”

~~Our~~For ~~common~~more ~~stock~~information isabout ~~quoted on~~ the ~~OTCQB~~selling stockholders, ~~under~~please ~~the~~see ~~symbol “AEXE.” The shares of our common stock registered hereunder are being offered for sale by Selling Security Holders at prices established on~~ the ~~OTCQB~~section ~~during the term~~ of this ~~offering. On~~prospectus ~~May~~entitled 8,“Selling ~~2015,~~Stockholders” ~~the~~beginning ~~closing price of our common stock was $0.17 per share. These prices will fluctuate based~~ on ~~the~~page ~~demand for our common stock~~16.

AsThe ofselling ~~the~~stockholder ~~filing~~may ~~date~~sell any shares ofoffered under this prospectus at fixed prices, weprevailing ~~are~~market noprices ~~longer~~at ~~considered~~the atime ~~shell~~of ~~company~~sale, at varying prices or negotiated prices.

~~INVESTING~~L2 INCapital ~~OUR~~is ~~SECURITIES~~an ~~INVOLVES~~“underwriter” within Athe ~~HIGH~~meaning ~~DEGREE~~of OFthe ~~RISK~~Securities Act of 1933, as amended (the “Securities Act”), in connection with the resale of our common stock under the Equity Line, and any broker-dealers or agents that are involved in such resales may be deemed to be “underwriters” within the meaning of the Securities Act in connection therewith. ~~SEE~~ ~~RISK~~In ~~FACTORS~~such INevent, ~~THIS~~any ~~PROSPECTUS~~commissions received ~~BEGINNING~~by ONsuch ~~PAGE~~broker-dealers 10or ~~FOR~~agents Aand ~~DISCUSSION~~any OFprofit ~~INFORMATION~~on ~~THAT~~the ~~SHOULD~~resale BEof ~~CONSIDERED~~the INshares ~~CONNECTION~~purchased ~~WITH~~by ANthem ~~INVESTMENT~~may INbe ~~OUR~~deemed ~~SECURITIES~~to be underwriting commissions or discounts under the Securities Act. For more information, please see the section of this prospectus titled “Plan of Distribution” beginning on page 17.

~~NEITHER~~We ~~THE~~will ~~SECURITIES~~not ~~AND~~receive ~~EXCHANGE~~any ~~COMMISSION~~proceeds from ~~NOR~~the ~~ANY~~resale ~~STATE~~of ~~SECURITIES~~shares ~~COMMISSION~~of ~~HAS~~common ~~APPROVED~~stock ORby ~~DISAPPROVED~~the OFselling ~~THESE~~stockholder. We ~~SECURITIES~~will, ORhowever, ~~PASSED~~receive ~~UPON~~proceeds ~~THE~~from ~~ADEQUACY~~the ORsale of ~~ACCURACY~~shares OFdirectly ~~THIS~~to ~~PROSPECTUS. ANY~~L2 ~~REPRESENTATION~~Capital TOpursuant ~~THE~~to ~~CONTRARY~~the ISEquity ~~A CRIMINAL OFFENSE~~Line.

~~You~~Our ~~should~~common ~~rely~~stock ~~only~~is onquoted under the ~~information~~symbol ~~contained~~AEXE inoperated ~~this~~by ~~prospectus. We~~OTC ~~have~~Markets ~~not~~Group, ~~authorized anyone to provide you with different information from that contained in this prospectus~~Inc. ~~Southridge~~ isOn ~~offering~~December to6, ~~sell~~2017, ~~and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of~~ the ~~date~~average of ~~this prospectus, regardless of~~ the ~~time~~high ofand ~~delivery~~low ofsales ~~this prospectus or~~ prices of ~~any sale of~~ our common stock~~. This~~ ~~prospectus~~was ~~does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful~~$0. ~~Neither~~00205 ~~the~~per delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectusshare.

WeInvesting ~~will~~in ~~receive~~our ~~no proceeds from the sale of the shares of~~ common stock ~~sold by Southridge~~involves risk. ~~However,~~ weSee ~~will~~“Risk ~~receive~~Factors” ~~proceeds~~beginning ~~from~~on ~~the~~page ~~sale~~7 of ~~securities~~this ~~pursuant to our exercise of the Put Right~~prospectus.

~~The~~Neither ~~Date~~the Securities and Exchange Commission nor any state securities commission has approved or disapproved of ~~This~~these ~~Prospectus~~securities ~~Is:~~or ~~May___,~~determined ~~2015~~if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 11, 2017.

AIM EXPLORATION INC.

Table of Contents

	PAGE
Summary	5
Risk Factors	10
Forward-Looking Statements	13
Use of Proceeds	13
Plan of Distribution	14
Description of Business	17
Legal Proceedings	34
Market for Common Equity and Related Stockholder Matters	34
Plan of Operations	36
Changes in and Disagreements with Accountants	39
Available Information	39
Directors, Executive Officers, Promoters and Control Persons	39
Security Ownership of Certain Beneficial Owners and Management	42
Certain Relationships and Related Transactions	42
Financial Statements	43

TABLE OF CONTENTS

	Page Number
Prospectus Summary	4
Risk Factors	7
Cautionary Statement on Forward-Looking Statements	13
Use of Proceeds	14
The Offering	14
Selling Stockholders	16
Plan of Distribution	17
Description of Securities	18
Experts	21
Legal Matters	21
Interest of Named Experts and Counsel	21
Cautionary Note Regarding Exploration Stage Status	22
SEC Industry Guide 7 Definitions	22
Information with Respect to Our Company	23
Description of Business	23
Legal Proceedings	35
Market Price of and Dividends on Our Common Equity and Related Stockholder Matters	35
Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39
Directors and Executive Officers	39
Executive Compensation	42
Security Ownership of Certain Beneficial Owners and Management	43
Transactions with Related Persons, Promoters and Certain Control Persons and Corporate Governance	44
Where You Can Find More Information	45
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	45
Financial Statements	F-1

You should rely only on the information that we have provided in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus and any applicable prospectus supplement. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus and any applicable prospectus supplement is accurate only as of the date on the front of the document, regardless of the time of delivery of this prospectus, any applicable prospectus supplement, or any sale of a security.

~~Summary~~Table of Contents

~~The~~PROSPECTUS following summary is not complete and does not contain all of the information that may be important to you. You should read the entire prospectus before making an investment decision to purchase our common shares. All dollar amounts refer to United States dollars unless otherwise indicated.SUMMARY

WeThis ~~are~~summary anhighlights ~~exploration~~information contained ~~stage~~elsewhere ~~mining company and we plan to engage~~ in ~~the~~this ~~acquisition~~prospectus; ~~and~~it ~~exploration~~does ~~of mineral properties and to date we have received no revenues from our operations. We have~~ not ~~yet~~contain ~~commenced~~all ~~operations~~of ~~and~~the weinformation ~~have~~you ~~primarily~~should ~~undertaken~~consider ~~only~~before ~~organizational~~investing ~~activities. Our~~in ~~independent auditors have raised substantial doubts as to~~ our common ~~ability to continue as a going concern without significant additional financing~~stock. We ~~will~~You ~~not~~should ~~generate~~read ~~revenues even if our initial exploration program indicates that feldspar or other mineral material may exist on~~ the ~~properties~~entire ~~that~~prospectus ~~are~~before ~~the~~making ~~subject~~an ofinvestment ~~our Raval and Peru claims~~decision. ~~Accordingly, for the foreseeable future, we will continue to be dependent on additional financing in order to maintain our operations and continue with our exploration activities.~~

WeAs ~~are~~used in ~~not~~this ~~sure~~prospectus, ~~yet if~~ the ~~property~~terms ~~covered~~“we,” by“us,” the ~~Raval~~“Company” ~~contains~~and ~~any~~“AIM ~~substantial~~Energy” ~~mineral~~mean ~~deposits~~AIM Exploration ~~or reserves of minerals~~Inc. ~~Additional~~, ~~exploration~~and ofour ~~the~~consolidated ~~property~~subsidiaries. isAll ~~required~~dollar ~~before~~amounts ~~making~~refer ~~any determination as~~ to ~~whether any commercially viable mineral deposit may exist~~U. WeS. ~~will~~dollars ~~require~~unless ~~significant~~otherwise ~~financing to undertake this additional exploration, and currently, we do not have plans for obtaining this financing~~indicated.

~~We were incorporated under the laws of Nevada effective February 18, 2010.~~ Our ~~principal offices are located at 701 North Green Valley Parkway, Suite 200, Henderson, Nevada 89012. Our telephone number is 1-844-246-7378.~~Business

We are an exploration stage company engaged in the acquisition and exploration of mineral properties with the intent to take properties into production. We were incorporated as a Nevada state corporation on February 18, 2010. We acquired mining concession properties in Peru during the fiscal year ended August 31, 2014.

We are considered an exploratory stage company, as we are involved in the examination and investigation of land that we believe may contain valuable minerals, for the purpose of discovering the presence of ore, if any, and its extent. There is no assurance that a commercially viable mineral deposit exists on the Peruvian properties, and further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined. We have no known reportable reserves of any type of mineral. To date, we have not discovered an economically viable mineral deposit on the property, and there is no assurance that we will discover one.

As of August 31, 2017, we had cash reserves of $802 and a working capital deficit of $2,273,317. We do not have sufficient funds to enable us to complete the initial phase of our exploration programs for the mining claims, and will require additional financing in order to do so. There is no assurance that we will be able to obtain additional financing. Both advanced exploration and an economic determination will be contingent upon the results of our preliminary exploration programs and our ability to raise additional financing in order to proceed with advanced exploration and an economic evaluation. There is no assurance that we will be able to obtain any additional financing to fund our exploration activities.

Our principal executive office is located at 170 S Green Valley Pkwy, Suite 300 Henderson, Nevada 89012. Our telephone number is (844) 246-7378 and our internet address is http://www.aimexploration.com/. Unless expressly noted, none of the information on our website is part of this prospectus or any prospectus supplement.

The Offering

Common stock that may be offered by selling stockholders		115,000,000 shares

Common stock outstanding before the offering		724,370,720 shares as of November 28, 2017

Common stock outstanding after the offering		839,370,720 shares (1)

~~ABOUT~~Table ~~THIS~~of ~~OFFERING~~Contents

This offering relates to the resale of up to an aggregate of $5,000,000 in put shares (“Put Shares”) that we may put to Southridge pursuant to the Equity Purchase Agreement. Assuming the resale of all 12,000,000 shares offered in this prospectus as Put Shares, this would constitute approximately 13.4% of our outstanding common stock. It is likely that the number of shares offered in this registration statement is insufficient to allow us to receive the full amount of proceeds under the Equity Purchase Agreement.

Total proceeds raised by offering		We will not receive any proceeds from the resale or other disposition of the shares covered by this prospectus by the selling stockholder. We will receive proceeds from the sale of shares to L2 Capital. L2 Capital has committed to purchase up to $5,000,000 worth of shares of our common stock over a period of time terminating on the earlier of the date on which L2 Capital shall have purchased shares under the Equity Purchase Agreement for an aggregate purchase price of $5,000,000 or September 11, 2020. L2 Capital will pay a purchase price equal to 75% of the “Market Price,” which is defined as the lowest trading price on the Principal Market, as reported by Bloomberg Finance L.P., during the five consecutive trading days including and immediately prior to the “Put Date,” or the date on which the applicable put notice is delivered to L2 Capital. The number of shares to be purchased by L2 Capital may not exceed the number of shares that, when added to the number of shares of our common stock then beneficially owned by L2 Capital, would exceed 9.99% of our shares of common stock outstanding. For further information, see “The Offering” beginning on page 14.

Plan of Distribution		The selling stockholder may, from time to time, sell any or all of its shares of common stock on the stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. For further information, see “Plan of Distribution” beginning on page 17.

Risk Factors		There are significant risks involved in investing in our company. For a discussion of risk factors you should consider before buying our common stock, see “Risk Factors” beginning on page 7.

At the closing price of our common stock as reported on the OTCQB on May 8, 2015 of $0.17 per share, we will be able to receive up to $2,040,000 in gross proceeds, assuming the sale of the entire 12,000,000 Put Shares being registered hereunder pursuant to the Equity Purchase Agreement. We would be required to register 17,411,765 additional shares to obtain the remaining balance of $2,960,000 under the Equity Purchase Agreement at the closing price of our common stock as reported on the OTCQB on May 8, 2015 of $0.17 per share. _____________

~~The~~(1) ~~amount~~Assumes ~~of $5,000,000 was selected based on our potential use of funds over~~ the ~~effective~~issuance ~~time period to enable us to complete this initial phase~~ of our exploration programs for our mining claims. Our ability to receive the full amount is largely dependent on the daily dollar volume of stock traded during the effective period. Based strictly on the current daily trading dollar volume up to May 2015115, ~~we believe it is unlikely that we will be able to receive the entire $5,~~000,000~~. We~~ ~~are~~shares ~~not~~offered ~~dependent~~hereby onthat ~~receiving~~are ~~the~~issuable ~~full~~under ~~amount to execute~~ our ~~business~~Equity ~~plan~~Purchase ~~and~~Agreement ~~can still progress~~ with ~~our~~L2 ~~business until we are able to raise funds for the initial phase of our exploration program~~Capital. ~~There is no assurance that we will ever raise enough funds.~~

On January 12, 2015, we entered into the Equity Purchase Agreement with Southridge pursuant to which, we have the right, for a two year period, commencing on the date of the Equity Purchase Agreement (but not before the date which the SEC first declares effective this registration statement) (the “Commitment Period”), of which this prospectus forms a part, registering the resale of the Put Shares by Southridge, to resell the Put Shares purchased by Southridge under the Equity Purchase Agreement. As a condition for the execution of the Equity Purchase Agreement, we issued Southridge a promissory note in the principal amount of $75,000, maturing on June 30, 2015, as a commitment fee.

In order to sell shares to Southridge under the Equity Purchase Agreement, during the Commitment Period, the Company must deliver to Southridge a written put notice on any trading day (the “Put Date”), setting forth the dollar amount to be invested by Southridge (the “Put Notice”). For each share of our common stock purchased under the Equity Purchase Agreement, Southridge will pay 92 percent of the lowest closing bid price (“Closing Price”) of any trading day during the five trading days immediately following the date on which we have deposited an estimated amount of Put Shares to Southridge’s brokerage account in the manner provided by the Equity Purchase Agreement (the “Valuation Period”). We may, at our sole discretion, issue a Put Notice to Southridge and Southridge will then be irrevocably bound to acquire such shares.

The Equity Purchase Agreement provides that the number of Put Shares to be sold to Southridge shall not exceed the number of shares that when aggregated together with all other shares of our common stock which Southridge is deemed to beneficially own, would result in Southridge owning more than 9.99% of our outstanding common stock.

InTable the event that during a Valuation Period for any Put Notice, the Closing Price on any trading day falls more than twenty percent (20%) below the Floor Price, or below $0.20 per share, then for each such trading day we shall be under no obligation to sell and Southridge’s obligation to fund one-fifth of the put amount for each such trading day shall terminate and the put amount shall be adjusted accordingly. In the event that during a Valuation Period the Closing Price falls below the Floor Price for any two trading days, then the balance of each party’s rights and obligations to purchase and sell the investment amount under such Put Notice shall terminate on such second trading day (the “Termination Date”). The put amount shall be adjusted to include only one-fifth (1/5) of the initial put amount for each trading day during the Valuation Period prior to the Termination Date that the Closing Price equals or exceeds the Floor Price. As used herein, the “Floor Price” means the of the five most recent closing bid prices prior to the Put Date.Contents

~~If,~~RISK during any Valuation Period, we (i) subdivide or combine our common stock; (ii) pay a dividend in shares of common stock or makes any other distribution of shares of common stock; (iii) issue any options or other rights to subscribe for or purchase shares of common stock and the price per share is less than closing price in effect immediately prior to such issuance; (iv) issue any securities convertible into shares of common stock and the consideration per share for which shares of common stock may at any time thereafter be issuable pursuant to the terms of such convertible securities shall be less that the closing price in effect immediately prior to such issuance; (v) issue shares of common stock otherwise than as provided in the foregoing subsections (i) through (iv) at a price per share less than the closing price in effect immediately prior to such issuance, or without consideration; or (vi) make a distribution of its assets or evidences of its indebtedness to the holders of common stock as a dividend in liquidation or by way of return of capital or other than as a dividend payable out of earnings or surplus legally available for dividends under applicable law (collectively, a “Valuation Event”), then a new Valuation Period shall begin on the trading day immediately after the occurrence of such Valuation Event and end on the fifth trading day thereafter.FACTORS

WeAn ~~are~~investment ~~relying~~in onour ancommon ~~exemption~~stock involves ~~from~~a ~~the~~number ~~registration~~of ~~requirements~~very ofsignificant risks. You should carefully consider the ~~Securities~~following ~~Act~~risks and~~/or~~ ~~Rule~~uncertainties ~~506~~in ofaddition ~~Regulation~~to other Dinformation ~~promulgated~~in ~~thereunder~~this prospectus in evaluating our company and our business before purchasing our securities. ~~The~~ ~~transaction~~Our ~~does~~business, operating ~~involve~~results and financial condition could be seriously harmed as a ~~private~~result ~~offering,~~of ~~Southridge~~the isoccurrence anof ~~“accredited~~any ~~investor”~~of ~~and/or~~the ~~qualified~~following ~~institutional~~risks. You ~~buyer~~could ~~and~~lose ~~Southridge~~all ~~has~~or ~~access~~part of your investment due to ~~information~~any ~~about~~of usthese ~~and~~risks. ~~its~~You should invest in our common stock only if you can afford to lose your entire investment.

~~Assuming~~Risks ~~the~~Related ~~sale of the entire $5,000,000 in Put Shares being registered hereunder pursuant~~ to ~~the~~Our Equity Purchase Agreement, we will be able to receive $5,000,000 in gross proceeds. Neither the Equity Purchase Agreement nor any rights or obligations of the parties under the Equity Purchase Agreement may be assigned by either party to any other person.Company

~~There~~Because ~~are substantial risks to investors as a result~~ of the ~~issuance~~speculative nature of ~~shares~~exploration of ~~our~~mining ~~common~~properties, ~~stock~~there ~~under~~is ~~the~~substantial ~~Equity~~risk ~~Purchase~~that ~~Agreement. These~~no ~~risks~~commercially ~~include~~exploitable ~~dilution~~minerals ofwill ~~stockholders,~~be ~~significant~~found ~~decline in our stock price~~ and our business ~~inability~~will ~~to draw sufficient funds when needed~~fail.

~~Southridge~~We ~~will~~are ~~periodically~~in ~~purchase~~the ~~our~~initial ~~common~~stages ~~stock~~of ~~under~~exploration of the ~~Equity~~property ~~Purchase~~covered ~~Agreement~~by our Peru claims, and thus have no way to evaluate the likelihood that we will, be successful in ~~turn,~~establishing commercially ~~sell~~exploitable ~~such~~reserves ~~shares~~of toanthracite coal or other valuable minerals on the property. Potential investors inshould be aware of the ~~market~~difficulties atnormally encountered by new mineral exploration companies and the ~~market~~high ~~price~~rate of failure of such enterprises. The search for valuable minerals as a business is extremely risky. ~~This~~We may ~~cause~~not ~~our~~find ~~stock~~commercially ~~price~~exploitable reserves of anthracite coal or other minerals on the property. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to ~~decline~~be made by us on our exploration program may not result in the discovery of commercial quantities of anthracite coal. The likelihood of success must be considered in light of the problems, ~~which~~expenses, ~~will~~difficulties, complications ~~require~~and usdelays toencountered ~~issue~~in ~~increasing~~connection ~~numbers~~with the exploration of ~~common~~the ~~shares~~mineral toproperties ~~Southridge~~that we plan to ~~raise~~undertake. Problems such as unusual or unexpected formations, the ~~same~~inability ~~amount~~to ofobtain ~~funds~~suitable or adequate machinery, asequipment or labor, and other risks involved in mineral exploration, often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our ~~stock~~business ~~price~~plan. In ~~declines~~addition, any determination that the property contains commercially recoverable quantities of ore may not be reached until such time that final comprehensive feasibility studies have been concluded that establish that a potential mine is likely to be economically viable. There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that the property can be commercially developed.

We will require significant additional financing in order to continue our exploration activities and our assessment of the commercial viability of our property. Even if we discover commercial reserves of coal or other minerals on our property, we can provide no assurance that we will be able to successfully advance our claim into commercial production.

Our property was acquired based on the assumption that it is rich in high grade anthracite coal. Currently there are 20 small tunnels on the property already producing anthracite coal which was being mined by illegal miners. Testing of the coal samples was performed indicating the presence of high-grade anthracite coal. Prior to acquisition we reviewed a non-compliant technical report prepared by Engineers/Geologists together with hiring a US based firm Gustavson Associates to visit the property and review the reports. The firm provided us with a report, which included recommendation for further exploration. Our business plan calls for significant expenditures in connection with the exploration of the property. We will, however, require additional financing in order to complete the remaining phases of the exploration program, and to conduct the economic evaluation that would be necessary for us to assess whether sufficient mineral reserves exist to justify commercial exploitation of Peru claims. We currently are in the exploration stage and have no revenue from operations. We currently do not have any arrangements in place for additional financing, and we may not be able to obtain financing on terms that are acceptable to us, or at all. If we are unable to obtain additional financing, we will not be able to continue our exploration activities and our assessment of the commercial viability of the property. Further, if we are able to establish that development of the property is commercially viable, our inability to raise additional financing at this stage would result in our inability to place the property into production and recover our investment.

Our exploration activities may not be commercially successful, which could lead us to abandon our plans to develop the property and our investments in exploration.

The Offering
Shares of common stock offered by Southridge:	12,000,000 shares of common stock
Common stock to be outstanding after the offering:	Up to 101,100,000 shares of common stock.
Use of proceeds:	We will not receive any proceeds from the sale of the shares of common stock offered by Selling Security Holder. However, we will receive proceeds from sale of our common stock under the Purchase Agreement. See “Use of Proceeds.”
Risk factors:	You should carefully read and consider the information set forth under the caption “Risk Factors” beginning on page 16 and all other information set forth in this prospectus before investing in our common stock.
OTC Bulletin Board Symbol:	AEXE

Table of Contents

~~Past~~Our ~~Transactions~~long-term ~~With~~success ~~Southridge~~depends ~~Partners~~on IIour ability to establish commercially recoverable quantities of minerals on the properties that are the subject of Peru claims. Mineral exploration is highly speculative in nature, LPinvolves many risks and is frequently non-productive. Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract minerals, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest significant capital and resources in exploration activities and abandon such investments if it is unable to identify commercially exploitable mineral reserves. The decision to abandon a project may reduce the trading price of our common stock and impair our ability to raise future financing. We cannot provide any assurance to investors that we will discover or acquire any mineralized material in sufficient quantities on any of our properties to justify commercial operations. Further, we will not be able to recover the funds that we spend on exploration if we are not able to establish commercially recoverable quantities of minerals on the properties.

WeAs ~~have~~we ~~not~~undertake ~~done~~exploration ~~any~~of our ~~transactions~~Peru claims, we will be subject to compliance with ~~Southridge~~government ~~Partners~~regulation ~~II,~~that LPmay orincrease ~~its~~the ~~affiliates~~anticipated time and cost of our exploration program.

~~Capital~~There ~~Requirements~~are several governmental regulations that materially restrict the exploration of minerals. We will be subject to the mining laws and regulations of the anthracite coal mines as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. In addition, to maintain a safe and healthy work environment, strict compliance with all rule and regulations embodied under the Mines Administrative Order known as “Mine Safety Rules and Regulations” will be required to be followed. A qualified Safety Engineer will be required to be designated and safety and health programs must be undertaken for the entire duration of the project.

~~Analysis~~We ofare ~~our~~subject ~~business~~to ~~acquisition~~risks inherent in the mining industry and ~~operations~~at ~~cost~~present ~~indicate~~we ado ~~reasonable~~not ~~requirement~~have ofany USinsurance ~~$5,000,000~~against orsuch ~~less~~risks. ~~Based~~ onAny ~~market~~losses ~~response~~we tomay ~~our~~incur ~~products,~~that ~~services,~~are ~~and~~associated with ~~technologies,~~such itrisks ismay ~~management’s~~cause ~~opinion~~us ~~that~~to weincur substantial costs which will ~~not~~have ~~require~~a ~~additional~~material ~~funding.~~adverse effect upon our results of operations.

Any mining operations that we may undertake in the future will be subject to risks normally encountered in the mining business. Mining for anthracite coal, coal and other valuable minerals is generally subject to a number of risks and hazards including environmental hazards, industrial accidents, labor disputes, unusual or unexpected geological conditions, pressures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, blizzards and earthquakes. At the present we do not intend to obtain insurance coverage and even if we were to do so, no assurance can be given that such insurance will continue to be available or that it will be available at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to companies in the mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations. Such costs could potentially exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in our common stock.

Because our directors and officers have no experience in mineral exploration and do not have formal training specific on the technicalities of mineral exploration, there is a higher risk our business will fail.

Our directors and officers have no experience in mineral exploration and do not have formal training as geologists or in the technical aspects of management of a mineral exploration company. As a result of this inexperience there is a higher risk of our being unable to complete our business plan for the exploration of our Peru claims. In addition, we will have to rely on the technical services of others with expertise in geological exploration in order for us to carry out planned exploration program. If we are unable to contract for the services of such individuals, it will make it difficult and maybe impossible to pursue our business plan. There is thus a higher risk that our operations, earnings and ultimate financial success could suffer irreparable harm and our business will likely fail and you will lose your entire investment in our common stock.

~~Summary~~Table ~~Financial~~of ~~Information~~ Contents

~~The~~Conducting ~~following~~business ~~financial~~in ~~information~~Peru ~~summarizes~~includes various ~~the~~risks ~~more~~which ~~complete~~could ~~historical~~materially ~~financial~~affect ~~information~~our ~~at the end of this prospectus~~business.

		February 28, 2015		As of August 31, 2014 (Audited)		As of August 31, 2013 (Audited)
Balance Sheet
Total Assets	$	499,569	$	354,336	$	8,146
Total Liabilities	$	659,242	$	264,713	$	62,460
Stockholders’ Equity (Deficit)	$	(159,673)	$	(89,623)	$	(54,314)
		12 Months Ended August 31, 2014 (Audited)		12 Months Ended August 31, 2013 (Audited)		Period from February 18, 2010 (date of inception) to February 28, 2014
Income Statement
Revenue	$	-	$	-	$	-
Total Operating Expenses	$	(102,948)	$	(45,866)	$	(493,861)
Net Loss	$	(183,032)	$	(47,901)	$	(736,777)

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

RISKS RELATED TO OUR COMPANY

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS SUBSTANTIAL RISK THAT NO COMMERCIALLY EXPLOITABLE MINERALS WILL BE FOUND AND OUR BUSINESS WILL FAIL.

We are in the initial stages of exploration of the property covered by our Raval and Peru claims, and thus have no way to evaluate the likelihood that we will be successful in establishing commercially exploitable reserves of feldspar or other valuable minerals on the property. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The search for valuable minerals as a business is extremely risky. We may not find commercially exploitable reserves of feldspar or other minerals on the property. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us on our exploration program may not result in the discovery of commercial quantities of feldspar. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. Problems such as unusual or unexpected formations, the inability to obtain suitable or adequate machinery, equipment or labor, and other risks involved in mineral exploration, often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan. In addition, any determination that the property contains commercially recoverable quantities of ore may not be reached until such time that final comprehensive feasibility studies have been concluded that establish that a potential mine is likely to be economically viable. There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that the property can be commercially developed.

WE WILL REQUIRE SIGNIFICANT ADDITIONAL FINANCING IN ORDER TO CONTINUE OUR EXPLORATION ACTIVITIES AND OUR ASSESSMENT OF THE COMMERCIAL VIABILITY OF OUR PROPERTY. EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY, WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE OUR RAM CLAIM INTO COMMERCIAL PRODUCTION.

We are not sure if the properties that are the subject of our Raval and Peru claims contain any known bodies of ore. Our business plan calls for significant expenditures in connection with the exploration of the property. We will, however, require additional financing in order to complete the remaining phases of the exploration program, and to conduct the economic evaluation that would be necessary for us to assess whether sufficient mineral reserves exist to justify commercial exploitation of our Raval and Peru claims. We currently are in the exploration stage and have no revenue from operations. We currently do not have any arrangements in place for additional financing, and we may not be able to obtain financing on terms that are acceptable to us, or at all. If we are unable to obtain additional financing, we will not be able to continue our exploration activities and our assessment of the commercial viability of the property. Further, if we are able to establish that development of the property is commercially viable, our inability to raise additional financing at this stage would result in our inability to place the property into production and recover our investment.

OUR EXPLORATION ACTIVITIES MAY NOT BE COMMERCIALLY SUCCESSFUL, WHICH COULD LEAD US TO ABANDON OUR PLANS TO DEVELOP THE PROPERTY AND OUR INVESTMENTS IN EXPLORATION.

Our long-term success depends on our ability to establish commercially recoverable quantities of minerals on the properties that are the subject of our Raval and Peru claims. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract minerals, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest significant capital and resources in exploration activities and abandon such investments if it is unable to identify commercially exploitable mineral reserves. The decision to abandon a project may reduce the trading price of our common stock and impair our ability to raise future financing. We cannot provide any assurance to investors that we will discover or acquire any mineralized material in sufficient quantities on any of our properties to justify commercial operations. Further, we will not be able to recover the funds that we spend on exploration if we are not able to establish commercially recoverable quantities of minerals on the properties.

AS WE UNDERTAKE EXPLORATION OF OUR RAVAL AND PERU CLAIMS, WE WILL BE SUBJECT TO COMPLIANCE WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED TIME AND COST OF OUR EXPLORATION PROGRAM.

There are several governmental regulations that materially restrict the exploration of minerals. We will be subject to the mining laws and regulations of the Raval Feldspar mines as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. In addition, to maintain a safe and healthy work environment, strict compliance with all rule and regulations embodied under the Mines Administrative Order known as “Mine Safety Rules and Regulations” will be required to be followed. A qualified Safety Engineer will be required to be designated and safety and health programs must be undertaken for the entire duration of the project.

WE ARE SUBJECT TO RISKS INHERENT IN THE MINING INDUSTRY AND AT PRESENT WE DO NOT HAVE ANY INSURANCE AGAINST SUCH RISKS. ANY LOSSES WE MAY INCUR THAT ARE ASSOCIATED WITH SUCH RISKS MAY CAUSE US TO INCUR SUBSTANTIAL COSTS WHICH WILL HAVE A MATERIAL ADVERSE EFFECT UPON OUR RESULTS OF OPERATIONS.

Any mining operations that we may undertake in the future will be subject to risks normally encountered in the mining business. Mining for feldspar, coal and other valuable minerals is generally subject to a number of risks and hazards including environmental hazards, industrial accidents, labor disputes, unusual or unexpected geological conditions, pressures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, blizzards and earthquakes. At the present we do not intend to obtain insurance coverage and even if we were to do so, no assurance can be given that such insurance will continue to be available or that it will be available at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to companies in the mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations. Such costs could potentially exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in our common stock.

BECAUSE OUR DIRECTORS AND OFFICER HAVE NO EXPERIENCE IN MINERAL EXPLORATION AND DO NOT HAVE FORMAL TRAINING SPECIFIC ON THE TECHNICALITIES OF MINERAL EXPLORATION, THERE IS A HIGHER RISK OUR BUSINESS WILL FAIL.

Our directors and officers have no experience in mineral exploration and do not have formal training as geologists or in the technical aspects of management of a mineral exploration company. As a result of this inexperience there is a higher risk of our being unable to complete our business plan for the exploration of our Raval and Peru claims. In addition, we will have to rely on the technical services of others with expertise in geological exploration in order for us to carry out planned exploration program. If we are unable to contract for the services of such individuals, it will make it difficult and maybe impossible to pursue our business plan. There is thus a higher risk that our operations, earnings and ultimate financial success could suffer irreparable harm and our business will likely fail and you will lose your entire investment in our common stock.

BECAUSE SOME OF OUR MINING CLAIMS ARE LOCATING IN THE PHILIPPINES AND THE PHILIPPINES GOVERNMENT IMPOSES FOREIGN OWNERSHIP RESTRICTIONS, THESE CONDITIONS COULD MATERIALLY AFFECT OUR BUSINESS.

Some of our current mining claims are located in the Philippines. The Philippines government imposes restrictions on foreign ownership. These restrictions include not allowing 100% foreign ownership of Philippines mines. Therefore, we had to partner with a Philippines company to comply with the local laws and this could materially affect our business.

CONDUCTING BUSINESS IN THE PHILIPPINES INCLUDES VARIOUS RISKS WHICH COULD MATERIALLY AFFECT OUR BUSINESS.

Conducting business in the Philippines includes various risks which could materially affect our business. We will be required to obtain local permits and licenses. In addition, we will be required to renew our mining claims under the Mining Act of 1995 through the Mineral Productions Sharing Agreement (MPSA) which takes the place of the old Mining Lease Contract (MLC). The MPSA requirements are more stringent, particularly with regards to environmental plans. If we are not able to obtain these permits, licenses or renewals, our business may fail.

CONDUCTING BUSINESS IN PERU INCLUDES VARIOUS RISKS WHICH COULD MATERIALLY AFFECT OUR BUSINESS.

Mineral resource production and related operations in Peru are subject to extensive rules and regulations of federal, state and local agencies. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. There is a risk that new regulations could increase our costs of doing business and prevent us from carrying out exploration program.

Failure to comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the regulatory burden on the mineral industry. ~~We believe that compliance with the laws will not adversely affect our business operations.~~

11The Jobs Act will allow us to postpone the date by which we must comply with some of the laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC, which could undermine investor confidence in our company and adversely affect the market price of our common stock.

THE RECENTLY ENACTED JOBS ACT WILL ALLOW US TO POSTPONE THE DATE BY WHICH WE MUST COMPLY WITH SOME OF THE LAWS AND REGULATIONS INTENDED TO PROTECT INVESTORS AND TO REDUCE THE AMOUNT OF INFORMATION WE PROVIDE IN OUR REPORTS FILED WITH THE SEC, WHICH COULD UNDERMINE INVESTOR CONFIDENCE IN OUR COMPANY AND ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies” including:

§ the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting;

§ the “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Act and some of the disclosure requirements of the Dodd-Frank Act relating to compensation of its chief executive officer; § the requirement to provide detailed compensation discussion and analysis in proxy statements and reports filed under the Securities Exchange Act of 1934, and instead provide a reduced level of disclosure concerning executive compensation; and § any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

the requirement to provide detailed compensation discussion and analysis in proxy statements and reports filed under the Securities Exchange Act of 1934, and instead provide a reduced level of disclosure concerning executive compensation; and

any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

We may take advantage of these exemptions until we are no longer an “emerging growth company.” We would cease to be an “emerging growth company” upon the earliest of: (i) the first fiscal year following the fifth anniversary of this offering; (ii) the first fiscal year after our annual gross revenues are $1 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities; or (iv) as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

Although we are still evaluating the JOBS Act, we currently intend to take advantage of some, but not all, of the reduced regulatory and reporting requirements that will be available to us so long as we qualify as an “emerging growth company.” For example, we have irrevocably elected not to take advantage of the extension of time to comply with new or revised financial accounting standards available under Section 102(b) of the JOBS Act. Our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as an “emerging growth company,” which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected. Likewise, so long as we qualify as an “emerging growth company,” we may elect not to provide you with certain information, including certain financial information and certain information regarding compensation of our executive officers, that we would otherwise have been required to provide in filings we make with the SEC, which may make it more difficult for investors and securities analysts to evaluate our company. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile and may decline.

~~RISKS RELATED TO OUR COMMON STOCK~~9

~~OUR~~Table ~~STOCK~~of IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.Contents

~~Our~~Provisions ~~common~~in ~~stock~~the ~~will~~Nevada beRevised Statutes ~~subject~~and toour ~~the~~Bylaws ~~"Penny~~could ~~Stock"~~make ~~Rules~~it ofvery ~~the~~difficult ~~Securities~~for ~~and~~an ~~Exchange~~investor ~~Commission~~to ~~(the~~bring ~~"SEC"),~~any ~~which~~legal ~~will~~actions ~~make~~against ~~transactions~~our indirectors ~~our~~or ~~common~~officers for ~~stock~~violations ~~cumbersome~~of ~~and~~their ~~may~~fiduciary ~~reduce~~duties ~~the~~or ~~value~~could ofrequire anus ~~investment~~to inpay any amounts incurred by our ~~common~~directors ~~stock~~or officers in any such actions.

WeMembers ~~currently~~of ~~plan~~our toboard ~~have~~of directors and our ~~common~~officers ~~stock~~will ~~quoted~~have onno ~~the~~liability ~~OTC~~for ~~Bulletin~~breaches ~~Board~~of their fiduciary duty of ~~the~~care ~~Financial~~as ~~Industry~~a ~~Regulatory~~director ~~Authority~~or ~~("FINRA")~~officer, ~~which~~except isin ~~generally~~limited ~~considered~~circumstances, pursuant to beprovisions ain ~~less~~the ~~efficient~~Nevada ~~market~~Revised ~~than~~Statutes ~~markets~~and ~~such~~our Bylaws as ~~NASDAQ~~authorized orby the ~~national~~Nevada ~~exchanges,~~Revised ~~and~~Statutes. ~~which~~Specifically, Section ~~may~~78.138 ~~cause~~of ~~difficulty~~the inNevada ~~conducting~~Revised ~~trades~~Statutes ~~and~~provides ~~difficulty~~that ina ~~obtaining~~director ~~future~~or ~~financing. There~~officer is nonot ~~assurance~~individually ofliable ~~when,~~to ifthe ~~ever,~~company ~~our~~or its ~~stock~~shareholders ~~will~~or becreditors ~~listed~~for onany andamages ~~exchange. Further,~~as ~~our~~a ~~securities~~result ~~will~~of beany ~~subject~~act or failure to ~~the~~act ~~"penny~~in ~~stock~~his ~~rules"~~or ~~adopted~~her ~~pursuant~~capacity toas ~~Section~~a ~~15(g)~~director ofor officer ~~the~~unless ~~Securities~~it ~~Exchange~~is ~~Act~~proven ofthat ~~1934,~~(1) asthe ~~amended. The~~director’s ~~penny~~or ~~stock~~officer’s ~~rules~~act ~~apply~~or ~~generally~~failure to ~~companies~~act ~~whose~~constituted ~~common~~a ~~stock~~breach ~~trades~~of athis or ~~less~~her ~~than~~fiduciary ~~$5.00~~duties ~~per~~as ~~share,~~a ~~subject~~director toor ~~certain~~officer ~~limited~~and ~~exemptions. Such~~(2) ~~rules~~his ~~require,~~or ~~among~~her ~~other~~breach ~~things,~~of ~~that~~those ~~brokers~~duties ~~who~~involved ~~trade~~intentional ~~"penny~~misconduct, ~~stock"~~fraud or toa ~~persons~~knowing ~~other~~violation ~~than~~of ~~"established~~law. ~~customers"~~This ~~complete~~provision ~~certain~~is ~~documentation,~~intended ~~make~~to ~~suitability~~afford ~~inquiries~~directors ofand ~~investors~~officers protection against and ~~provide~~to ~~investors~~limit ~~with~~their potential ~~certain~~liability ~~information~~for ~~concerning~~monetary ~~trading~~damages inresulting ~~the~~from ~~security,~~suits ~~including~~alleging a ~~risk~~breach ~~disclosure~~of ~~document~~the ~~and~~duty ~~quote~~of ~~information~~care ~~under~~by ~~certain~~a ~~circumstances~~director or officer. ~~Many~~ ~~brokers~~Accordingly, you ~~have~~may ~~decided~~be ~~not~~unable to ~~trade~~prevail ~~"penny~~in ~~stock"~~a ~~because~~legal ofaction ~~the~~against ~~requirements~~our ofdirectors ~~the~~or ~~"penny~~officers ~~stock~~even ~~rules"~~if ~~and,~~they ashave abreached ~~result,~~their ~~the~~fiduciary ~~number~~ duty of ~~broker-dealers~~care. ~~willing~~In toaddition, ~~act~~our asBylaws ~~market~~allow ~~makers~~us into ~~such~~indemnify ~~securities~~our isdirectors ~~limited. In~~and ~~the~~officers ~~event~~from ~~that~~and weagainst ~~remain~~any ~~subject~~and toall ~~the~~costs, ~~"penny~~charges ~~stock~~and expenses ~~rules"~~resulting ~~for~~from ~~any~~their ~~significant~~acting ~~period,~~in ~~there~~such ~~may~~capacities ~~develop~~with anus. ~~adverse~~This ~~impact~~means onthat ~~the~~if ~~market,~~you ifwere ~~any,~~able ~~for~~to ~~our~~enforce ~~securities. Because~~an action against our ~~securities~~directors ~~are~~or ~~subject~~officers, toin ~~the~~all ~~"penny~~likelihood, ~~stock~~we ~~rules,”~~would ~~investors~~be ~~will~~required ~~find~~to itpay ~~more~~any ~~difficult~~expenses tothey ~~dispose~~incurred ofin ~~our~~defending ~~securities. Further,~~the itlawsuit isand any ~~more~~judgment ~~difficult:~~or ~~(i)~~settlement tothey ~~obtain~~otherwise ~~accurate~~would ~~quotations,~~be ~~(ii)~~required to ~~obtain~~pay. ~~coverage~~Accordingly, ~~for~~our ~~significant~~indemnification ~~news~~obligations ~~events~~could ~~because~~divert ~~major~~needed financial ~~wire~~resources ~~services,~~and ~~such~~may asadversely ~~the~~affect ~~Dow~~our ~~Jones~~business, ~~News~~financial ~~Service~~condition, ~~generally~~results doof ~~not~~operations ~~publish~~and ~~press~~cash ~~releases~~flows, ~~about~~and ~~such~~adversely affect ~~companies,~~prevailing ~~and~~market ~~(iii)~~prices tofor ~~obtain~~our ~~needed~~common ~~capital~~stock.

InRisks ~~addition~~Related to ~~the~~Our ~~"penny~~Common stock" rules promulgated by the SEC, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares. Stock

~~SOUTHRIDGE~~If ~~WILL~~a ~~PAY~~market ~~LESS~~for ~~THAN~~our ~~THE~~common ~~THEN-PREVAILING~~stock does ~~MARKET~~not ~~PRICE~~develop, ~~FOR~~shareholders ~~OUR~~may ~~COMMON~~be ~~STOCK~~unable to sell their shares.

~~The~~Our common stock tois bequoted ~~issued~~under ~~to Southridge pursuant to~~ the symbol ~~Equity Purchase Agreement will be purchased at a 92% discount to the lowest closing~~ “~~best bid~~AEXE” ~~price~~on (the ~~closing~~OTCPink ~~bid~~operated ~~price~~by asOTC ~~reported~~Markets byGroup, ~~Bloomberg~~Inc, ~~LP)~~an ofelectronic ~~the~~inter-dealer ~~common~~quotation ~~stock~~medium for ~~any~~equity securities. ~~single~~We ~~trading~~do ~~day~~not ~~during~~currently ~~the~~have ~~five~~an ~~consecutive~~active trading ~~days immediately following the date of our notice to Southridge of our election to put shares pursuant to the Equity Purchase Agreement~~market. ~~Southridge~~ ~~has~~There acan ~~financial~~be ~~incentive~~no toassurance ~~sell~~that ~~our~~an ~~common~~active ~~stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price~~ and ~~the~~liquid trading market will ~~price. If~~develop ~~Southridge sells the shares~~or, ~~the~~if ~~price of our common stock could decrease. If our stock price decreases~~developed, ~~Southridge may have a further incentive to sell the shares of our common stock~~ that it ~~holds. These~~will ~~sales~~be ~~may have a further impact on our stock price~~sustained.

Our securities are very thinly traded. Accordingly, it may be difficult to sell shares of our common stock without significantly depressing the value of the stock. Unless we are successful in developing continued investor interest in our stock, sales of our stock could continue to result in major fluctuations in the price of the stock.

Our common stock price may be volatile and could fluctuate widely in price, which could result in substantial losses for investors.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:

competition;

government regulation of our products and services;

intellectual property disputes;

additions or departures of key personnel;

sales of our common stock;

our ability to integrate operations, technology, products and services;

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our ability to execute our business plan;

operating results below expectations;

loss of any strategic relationship;

industry developments;

economic and other external factors; and

period-to-period fluctuations in our financial results.

Because we have no revenues to date, you should consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We have the right to issue shares of preferred stock. If we were to issue preferred stock, it is likely to have rights, preferences and privileges that may adversely affect the common stock.

We are authorized to issue 10,000,000 shares of “blank check” preferred stock, with such rights, preferences and privileges as may be determined from time-to-time by our board of directors. Our board of directors is empowered, without stockholder approval, to issue preferred stock in one or more series, and to fix for any series the dividend rights, dissolution or liquidation preferences, redemption prices, conversion rights, voting rights, and other rights, preferences and privileges for the preferred stock. We currently have 1,000,000 shares of our preferred stock outstanding, the features of which are contained elsewhere in this Prospectus. We also have designation Series A, Series B, Series C and Series D stock, none of which have any shares outstanding, but the features of which are contained elsewhere in this Prospectus.

The issuance of shares of preferred stock, depending on the rights, preferences and privileges attributable to the preferred stock, could reduce the voting rights and powers of the common stock and the portion of our assets allocated for distribution to common stockholders in a liquidation event, and could also result in dilution in the book value per share of the common stock we are offering. The preferred stock could also be utilized, under certain circumstances, as a method for raising additional capital or discouraging, delaying or preventing a change in control of the Company, to the detriment of the investors in the common stock offered hereby. We cannot assure you that we will not, under certain circumstances, issue shares of our preferred stock.

We have not paid dividends in the past and have no immediate plans to pay dividends.

We plan to reinvest all of our earnings, to the extent we have earnings, in order to market our products and to cover operating costs and to otherwise become and remain competitive. We do not plan to pay any cash dividends with respect to our securities in the foreseeable future. We cannot assure you that we would, at any time, generate sufficient surplus cash that would be available for distribution to the holders of our common stock as a dividend. Therefore, you should not expect to receive cash dividends on our common stock.

Because we are subject to the “Penny Stock” rules, the level of trading activity in our stock may be reduced.

The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any listed, trading equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each

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penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty Purchasers may experience in attempting to liquidate such securities.

Risks Relating to our Equity Line with L2 Capital

Resales of shares purchased by L2 Capital under the Equity Purchase Agreement may cause the market price of our common stock to decline.

Subject to the terms and conditions of the Equity Purchase Agreement, we have the right to “put,” or sell, up to $5,000,000 worth of shares of our common stock to L2 Capital. Unless terminated earlier, L2 Capital’s purchase commitment will automatically terminate on the earlier of the date on which L2 Capital shall have purchased shares pursuant to the Equity Purchase Agreement for an aggregate purchase price of $5,000,000 or September 11, 2020. This arrangement is also sometimes referred to herein as the “Equity Line.” The common stock to be issued to L2 Capital pursuant to the Equity Purchase Agreement will be purchased at a price equal to 75% of the “Market Price,” which is defined as the lowest trading price on the Principal Market, as reported by Bloomberg Finance L.P., during the five consecutive trading days including and immediately prior to the settlement date of the sale, which in most circumstances will be the trading day immediately following the date that a put notice is delivered to L2 Capital. L2 Capital will have the financial incentive to sell the shares of our common stock issuable under the Equity Purchase Agreement in advance of or upon receiving such shares and to realize the profit equal to the difference between the discounted price and the current market price of the shares. This may cause the market price of our common stock to decline.

Puts under Equity Purchase Agreement may cause dilution to existing stockholders.

From time to time during the term of the Equity Purchase Agreement, and at our sole discretion, we may present L2 Capital with a put notice requiring L2 Capital to purchase shares of our common stock. As a result, our existing stockholders will experience immediate dilution upon the purchase of any of the shares by L2 Capital. L2 Capital may resell some, if not all, of the shares that we issue to it under the Equity Purchase Agreement and such sales could cause the market price of our common stock to decline significantly. To the extent of any such decline, any subsequent puts would require us to issue and sell a greater number of shares to L2 Capital in exchange for each dollar of the put amount. Under these circumstances, the existing stockholders of our company will experience greater dilution. The effect of this dilution may, in turn, cause the price of our common stock to decrease further, both because of the downward pressure on the stock price that would be caused by a large number of sales of our shares into the public market by L2 Capital, and because our existing stockholders may disagree with a decision to sell shares to L2 Capital at a time when our stock price is low, and may in response decide to sell additional shares, further decreasing our stock price. If we draw down amounts under the Equity Line when our share price is decreasing, we will need to issue more shares to raise the same amount of funding.

There is no guarantee that we will satisfy the conditions to the Equity Purchase Agreement.

Although the Equity Purchase Agreement provides that we can require L2 Capital to purchase, at our discretion, up to $5,000,000 worth of shares of our common stock in the aggregate, our ability to put shares to L2 Capital and obtain funds when requested is limited by the terms and conditions of the Equity Purchase Agreement, including restrictions on when we may exercise our put rights, restrictions on the amount we may put to L2 Capital at any one time, which is determined in part by the trading volume of our common stock, and a limitation on our ability to put shares to L2 Capital to the extent that it would cause L2 Capital to beneficially own more than 9.99% of the outstanding shares of our common stock.

~~Forward-Looking~~Table ~~Statements~~of Contents

~~This~~We ~~prospectus~~may contains forward-looking statements that involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of feldspar and other valuable minerals, availability of funds, government regulations, operating costs, exploration costs, outcomes of exploration programs and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not ~~statements~~have ofaccess ~~historical facts may be deemed~~ to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the full ~~negative~~amount ofavailable ~~such~~under ~~terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including~~ the ~~risks~~Equity ~~outlined~~Purchase inAgreement ~~this~~with ~~prospectus. These~~L2 ~~factors may cause our actual results to differ materially from any forward-looking statement~~Capital. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding our business plans, our actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. We do not intend to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

Our ability to draw down funds and sell shares under the Equity Purchase Agreement requires that a registration statement be declared effective and continue to be effective registering the resale of shares issuable under the Equity Purchase Agreement. The ~~safe~~registration ~~harbor~~statement ~~for~~of ~~forward~~which this prospectus is a part registers the resale of 115,000,000 shares of our common stock issuable under the Equity Line. Our ability to sell any additional shares under the Equity Purchase Agreement will be contingent on our ability to prepare and file one or more additional registration statements registering the resale of such additional shares. These registration statements (and any post-~~looking~~effective amendments thereto) may be subject to review and comment by the staff of the Securities and Exchange Commission, and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness of these registration statements ~~provided~~(and any post-effective amendments thereto) cannot be assured. Even if we are successful in causing one or more registration statements registering the ~~Private~~resale ~~Securities~~of ~~Litigation~~some ~~Reform~~or ~~Act~~all of ~~1995~~the ~~does~~shares issuable under the Equity Purchase Agreement to be declared effective by the Securities and Exchange Commission in a timely manner, we may not ~~apply~~be able to sell the ~~offering~~shares ~~made~~unless certain other conditions are met. For example, we might have to increase the number of our authorized shares in ~~this~~order ~~prospectus~~to issue the shares to L2 Capital. Increasing the number of our authorized shares will require board and stockholder approval. Accordingly, because our ability to draw down any amounts under the Equity Purchase Agreement with L2 Capital is subject to a number of conditions, there is no guarantee that we will be able to draw down all of the proceeds of $5,000,000 under the Equity Purchase Agreement.

~~Use~~CAUTIONARY ofSTATEMENT ~~Proceeds~~ON FORWARD-LOOKING STATEMENTS

WeThis ~~will~~prospectus ~~not~~may ~~receive~~contain ~~any~~certain “forward-looking” ~~proceeds~~statements ~~from~~as such term is defined by the ~~sale~~Securities ofand ~~common~~Exchange ~~stock~~Commission ~~offered~~in byits ~~Southridge. However~~rules, weregulations and ~~will~~releases, ~~receive~~which ~~proceeds~~represent ~~from~~ the ~~sale~~registrant’s ofexpectations ~~our~~or ~~common~~beliefs, ~~stock~~including tobut ~~Southridge~~not ~~pursuant~~limited to, statements concerning the ~~Equity~~registrant’s ~~Purchase~~operations, ~~Agreement~~economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. ~~The~~ ~~proceeds~~For ~~from~~this ~~our~~purpose, ~~exercise~~any statements contained herein that are not statements of ~~the~~historical ~~Put~~fact ~~Right~~may ~~pursuant~~be deemed to be forward-looking statements. Without limiting the ~~Equity~~generality ~~Purchase~~of ~~Agreement~~the foregoing, words such as “may,” “will,” “expect,” “believe,” be“anticipate,” ~~used~~“intent,” ~~for~~“could,” ~~general~~“estimate,” “might,” ~~administrative~~“plan,” ~~expense~~“predict” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, ~~payment~~certain of ~~permits~~which are beyond the registrant’s control, and ~~legal~~actual ~~expenses~~results may differ materially depending on a variety of important factors, ~~drilling~~including uncertainty related to acquisitions, governmental regulation, managing and ~~geological~~maintaining growth, ~~expense~~the ~~for~~operations of the ~~initial~~company ~~phase~~and its subsidiaries, volatility of ~~Peruvian~~stock ~~Exploration~~price, ~~payment~~commercial viability of ~~required~~any ~~governmental~~mineral ~~fees~~deposits and inany ~~the~~other ~~Philippines~~factors discussed in this and ~~Peru,~~other asregistrant ~~well~~filings aswith ~~for~~the ~~accounting~~Securities and ~~audit~~Exchange ~~fees~~Commission.

~~SELLING~~These ~~SECURITY~~risks ~~HOLDER~~and uncertainties and other factors include, but are not limited to those set forth under “Risk Factors” of this prospectus. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in this prospectus or in the documents we incorporate by reference, whether as a result of new information, future events, changed circumstances or any other reason after the date of this prospectus.

~~The~~This ~~following~~prospectus ~~table~~contains ~~details the name of each selling stockholder~~forward-looking statements, ~~the~~including ~~number~~statements ~~of shares owned by Southridge Partners II~~regarding, LPamong ~~(“Southridge”)~~other the sole selling stockholder, and the number of shares that may be offered by Southridge Partners II, LP is not a broker-dealer. Southridge is deemed an underwriter and therefore this offering is also considered an indirect primary offering. Southridge may sell up to 12,000,000 shares, which are issuable upon the exercise of our put right with Southridge. Southridge will not assign its obligations under the equity line of credit.things:

Name	Total number of shares owned prior to offering	Percentage of shares owned prior to offering	Number of shares being offered	Percentage of shares owned after the offering assuming all of the shares are sold in the offering(1)
Southridge Partners II, LP (2)	0	0	12,000,000	0%

our ability to continue as a going concern;

~~(1)~~§ we will require additional financing in the future to start production at our property and to bring it into sustained commercial production;

~~The~~§ ~~number~~our ~~assumes~~anticipated ~~the~~needs ~~Selling~~for ~~Security~~working ~~Holder sells all of its shares being offering pursuant to this prospectus.~~capital;

~~(2)~~§ our ability to secure financing;

Stephen Hicks possesses voting power and investment power over shares which may be held by Southridge.

~~Plan~~Table of ~~Distribution~~ Contents

~~This~~§ ~~prospectus~~our ~~relates~~dependence toon ~~the~~our ~~resale~~property offor ~~12,000,000 Shares of~~ our ~~common~~future ~~stock,~~operating ~~par value $0.001 per share, by the Selling Security Holder consisting of Put Shares that we will put to Southridge pursuant to the Purchase Agreement.~~revenue;

~~The~~§ ~~Selling Security Holder may, from time to time, sell any or all of its shares of~~ our ~~common~~mineralized ~~stock~~material oncalculations ~~any~~at ~~stock exchange, market or trading facility on which~~ the ~~shares~~property are ~~traded~~only orestimates inand ~~private~~are ~~transactions. The~~based ~~Selling~~principally ~~Security~~on ~~Holders~~historic ~~may use any one or more of the following methods when selling shares:~~data;

·§ actual capital costs, operating costs, production and economic returns may differ significantly from those that we have anticipated;

~~ordinary~~§ ~~brokerage~~exposure ~~transactions~~to all of the risks associated with starting and ~~transactions~~establishing innew ~~which~~mining operations, if the ~~broker-dealer~~development ~~solicits~~of ~~purchasers~~our mineral project is found to be economically feasible;

·§ title to some of our mineral properties may be uncertain or defective;

~~block~~§ ~~trades~~land inreclamation ~~which~~and ~~the~~mine ~~broker-dealer~~closure ~~will attempt to sell the shares as agent, but~~ may ~~position~~be burdensome and ~~resell a portion of the block as principal to facilitate the transaction~~costly;

·§ significant risk and hazards associated with mining operations;

~~purchases~~§ bythe arequirements ~~broker-dealer~~that aswe ~~principal~~obtain, maintain and ~~resale~~renew byenvironmental, ~~the~~construction ~~broker~~and mining permits, which is often a costly and time-~~dealer~~consuming ~~for~~process ~~its~~and ~~account~~may be opposed by local environmental group;

·§ our exposure to material costs, liabilities and obligations as a result of environmental laws and regulations (including changes thereto) and permits;

an§ ~~exchange~~changes ~~distribution~~ in ~~accordance with~~ the ~~rules~~price of the ~~applicable~~coal ~~exchange~~and minerals;

·§ extensive regulation by the U.S. government as well as state and local governments;

~~privately~~§ ~~negotiated~~our ~~transactions~~projected sales and profitability;

·§ anticipated trends in our industry;

~~broker-dealers~~§ ~~may~~unfavorable ~~agree~~weather ~~with the Selling Security Holders to sell a specified number of such shares at a stipulated price per share~~conditions;

·§ the lack of commercial acceptance of our product or by-products;

~~through~~§ ~~the~~problems ~~writing~~regarding availability of ~~options~~materials onand ~~the shares~~equipment; and

·§ failure of equipment to process or operate in accordance with specifications, including expected throughput, which could prevent the production of commercially viable output.

Actual events or results may differ materially from those discussed in forward-looking statements as a ~~combination~~result of ~~any~~various ~~such~~factors, ~~methods~~including, without limitation, the risks outlined under “Risk Factors” and matters described in prospectus generally. In light of ~~sale;~~these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this prospectus will in fact occur. We caution you not to place undue reliance on these forward-looking statements. In addition to the information expressly required to be included in this prospectus, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

·These risks and uncertainties and other factors include, but are not limited to, those set forth under “Risk Factors.” All subsequent written and oral forward-looking statements attributable to the company or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

~~any~~USE ~~other~~OF ~~method permitted pursuant to applicable law.~~PROCEEDS

~~According~~We towill not receive any proceeds from the ~~terms~~sale of the common stock by the selling stockholders. However, we will receive proceeds from the sale of shares of our common stock pursuant to L2 Capital under the Equity Purchase Agreement. We will use these proceeds for general corporate and working capital purposes, ~~neither~~or ~~Southridge~~for ~~nor~~other ~~any~~purposes ~~affiliate~~that ofour ~~Southridge~~Board ~~acting~~of onDirectors, in its ~~behalf~~good orfaith, ~~pursuant~~deems to ~~any~~be ~~understanding~~in ~~with~~the itbest ~~will~~interest ~~execute~~of ~~any~~our Company. ~~short~~We ~~sales~~have ~~during~~agreed to bear the ~~term~~expenses relating to the registration of ~~this~~the ~~offering~~offer and resale by the selling stockholder of the shares being offered hereby.

~~The~~THE Selling Security Holder may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Security Holder and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a Selling Security Holder will attempt to sell shares of Common Stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. The Selling Security Holder cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the Selling Security Holders. In addition, the Selling Security Holders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus are “underwriters” as that term is defined under the Securities Act or the Exchange Act, or the rules and regulations under such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.OFFERING

~~Discounts,~~The ~~concessions,~~selling ~~commissions~~stockholder may offer and ~~similar~~resale ~~selling~~of ~~expenses,~~up ifto ~~any~~115,000,000 ~~attributable~~shares toof ~~the~~our ~~sale~~common ofstock, ~~shares~~par ~~will~~value be$0.001 ~~borne~~per byshare, apursuant ~~Selling~~to ~~Security~~this ~~Holder~~prospectus. ~~The~~ These shares ~~Selling~~represent ~~Security~~shares ~~Holder~~that ~~may~~L2 ~~agree~~Capital tohas ~~indemnify~~agreed ~~any~~to ~~agent,~~purchase ~~dealer~~from us orpursuant ~~broker-dealer~~to ~~that~~the ~~participates~~terms inand ~~transactions~~conditions ~~involving~~of ~~sales~~an ofEquity Purchase ~~the~~Agreement ~~shares~~we ifentered ~~liabilities~~into ~~are~~with ~~imposed~~them on ~~that~~September ~~person~~11, ~~under~~2017 (the ~~Securities~~“Equity ~~Act~~Purchase Agreement”), which are described below.

We are required to pay all fees and expenses incident to the registration of the shares of common stock. Otherwise, all discounts, commissions or fees incurred in connection with the sale of our common stock offered hereby will be paid by the Selling Security Holder.

The Selling Security Holder acquired the securities offered hereby in the ordinary course of business and has advised us that it has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by the Selling Security Holder. We will file a supplement to this prospectus if the Selling Security Holder enters into a material arrangement with a broker-dealer for sale of common stock being registered. If the Selling Security Holder uses this prospectus for any sale of the shares of common stock, it will be subject to the prospectus delivery requirements of the Securities Act.

~~The~~Table ~~anti-manipulation rules~~ of Regulation M under the Exchange Act, may apply to sales of our common stock and activities of the Selling Security Holder. The Selling Security Holder will act independently of us in making decisions with respect to the timing, manner and size of each sale.Contents

~~Southridge is an “underwriter” within the meaning of the Securities Act in connection with the sale of our common stock under the~~ Equity Purchase Agreement~~. For~~ ~~each~~and ~~share~~Registration ofRights Agreement ~~common~~with ~~stock~~L2 ~~purchased under the Purchase Agreement~~Capital, ~~Southridge will pay 92% of the lowest Bid Prices during the Valuation Period.~~LLC

WeSubject ~~will pay all expenses incident~~ to the ~~registration,~~terms ~~offering~~ and ~~sale~~ conditions of the ~~shares~~Equity ofPurchase ~~our~~Agreement, ~~common~~we ~~stock~~have to the ~~public~~right ~~hereunder~~to ~~other~~“put,” ~~than~~or ~~commissions~~sell, ~~fees~~up ~~and~~to ~~discounts of underwriters~~$5, ~~brokers~~000,000 ~~dealers~~worth ~~and~~of ~~agents. If~~shares ~~any~~ of ~~these~~our ~~other~~common stock ~~expenses exists, we expect Southridge~~ to ~~pay~~L2 ~~these expenses~~Capital. We Unless ~~have~~terminated ~~agreed~~earlier, toL2 ~~indemnify~~Capital’s ~~Southridge~~purchase ~~and~~commitment ~~its~~will ~~controlling~~automatically ~~persons~~terminate on ~~against~~the ~~certain~~earlier ~~liabilities,~~of ~~including~~the ~~liabilities~~date ~~under~~on ~~the~~which ~~Securities~~L2 ~~Act. We~~Capital ~~estimate~~shall ~~that~~have ~~the~~purchased ~~expenses~~shares ofpursuant to the ~~offering~~Equity toPurchase beAgreement ~~borne~~for byan usaggregate purchase ~~will~~price beof ~~approximately~~ $~~902~~5,000~~.00. We~~,000 ~~will~~or ~~not~~September ~~receive~~11, ~~any~~2020. ~~proceeds~~We ~~from~~have ~~the~~no ~~resale~~obligation ofto sell any ~~of the~~ shares ofunder ~~our~~the ~~common~~Equity ~~stock~~Purchase ~~by Southridge~~Agreement. We This ~~may,~~arrangement ~~however,~~is ~~receive~~also ~~proceeds~~sometimes ~~from~~referred ~~the~~to ~~sale~~herein ofas ~~our common stock under~~ the ~~Purchase~~“Equity ~~Agreement~~Line.”

~~Sales~~As ~~Pursuant~~provided in the Equity Purchase Agreement, we may require L2 Capital to ~~Rule~~purchase ~~144~~shares of common stock from time to time by delivering a put notice to L2 Capital specifying the total number of shares to be purchased (such number of shares multiplied by the purchase price described below, the “Investment Amount”); provided there must be a minimum of ten trading days between delivery of each put notice. We may determine the Investment Amount, provided that such amount may not be more than the average daily trading volume in dollar amount for the our common stock during the 10 trading days preceding the date on which we deliver the applicable put notice. Additionally, such amount may not be lower than $25,000 and (ii) in a maximum amount of the lesser of (a) 100% of the Average Daily Trading Volume and (b) $250,000. L2 Capital will have no obligation to purchase shares under the Equity Line to the extent that such purchase would cause L2 Capital to own more than 9.99% of the our common stock.

~~Any~~ For ~~shares~~each share of ~~common~~the our common stock ~~covered~~purchased byunder ~~this~~the ~~prospectus~~Equity ~~which~~Line, ~~qualify~~L2 ~~for~~Capital ~~sale~~will ~~pursuant~~pay a purchase price equal to ~~Rule~~75% ~~144~~of ~~under~~the “Market Price,” which is defined as the ~~Securities~~lowest ~~Act~~trading price on the Principal Market, as ~~amended~~reported by Bloomberg Finance L.P., ~~may~~during the five consecutive trading days including and immediately prior to the settlement date of the sale, which in most circumstances will be ~~sold~~the ~~under~~trading day ~~Rule~~immediately ~~144~~following ~~rather~~the ~~than~~“Put ~~pursuant~~Date,” or the date that a put notice is delivered to ~~this~~L2 ~~prospectus~~Capital. On the settlement date, L2 Capital will purchase the applicable number of shares subject to customary closing conditions, including without limitation a requirement that a registration statement remain effective registering the resale by L2 Capital of the shares to be issued under the Equity Line as contemplated by the Registration Rights Agreement described below. The Equity Purchase Agreement is not transferable and any benefits attached thereto may not be assigned.

~~Regulation~~ MThe Equity Purchase Agreement contains covenants, representations and warranties of us and L2 Capital that are typical for transactions of this type. In addition, we and L2 Capital have granted each other customary indemnification rights in connection with the Equity Purchase Agreement. The Equity Purchase Agreement may be terminated by us at any time.

WeIn ~~have~~connection ~~advised~~with the ~~selling~~Equity ~~security~~Purchase Agreement, ~~holders~~we ~~that~~also ~~the~~entered ~~anti-manipulation~~into ~~rules~~Registration ofRights ~~Regulation M~~Agreement ~~under~~with ~~the~~L2 ~~Exchange~~Capital ~~Act~~requiring ~~may~~us ~~apply~~ to ~~sales~~prepare ~~of shares in the market~~ and ~~to the activities of the selling security holders and their affiliates. Regulation M under the Exchange Act prohibits~~file, ~~with~~by ~~certain~~October ~~exceptions~~15, 2017, ~~participants in~~ a ~~distribution~~registration ~~from~~statement ~~bidding~~registering ~~for, or purchasing for an account in which~~ the ~~participant~~resale ~~has~~by aL2 ~~beneficial~~Capital ~~interest, any~~ of ~~the~~shares ~~securities~~to ~~that~~be ~~are~~issued ~~the~~under ~~subject of~~ the ~~distribution. Accordingly~~Equity Line, ~~the~~to ~~selling~~use ~~stockholder~~commercially reasonable isefforts ~~not permitted~~ to ~~cover~~cause ~~short~~such ~~sales~~registration bystatement ~~purchasing~~to ~~shares~~become ~~while~~effective, ~~the distribution it taking place. Regulation M also governs bids~~ and ~~purchases made in order~~ to ~~stabilize~~keep ~~the~~such ~~price~~registration ofstatement aeffective until ~~security~~(i) ~~in connection with a distribution of~~ the ~~security. In~~date ~~addition,~~when weL2 ~~will~~Capital ~~make~~may ~~copies~~sell ofall ~~this~~the ~~prospectus~~shares ~~available~~under toRule ~~the~~144 ~~selling~~without ~~security~~restrictions, ~~holders~~or ~~for~~(ii) the ~~purpose~~date ofL2 ~~satisfying~~Capital ~~the~~no longer ~~prospectus~~owns ~~delivery~~any ~~requirements~~ of the ~~Securities Act~~shares.

~~State~~The ~~Securities~~115,000,000 ~~Laws~~shares being offered pursuant to this prospectus by L2 Capital represent approximately 30% of our shares of common stock issued and outstanding held by non-affiliates of our Company as of the date of this prospectus.

~~Under~~The ~~the~~foregoing ~~securities~~description ~~laws~~ of ~~some~~the terms ~~states,~~of the ~~shares~~Equity ~~may~~Purchase Agreement and Registration Rights Agreement does not purport to be ~~sold~~complete and is subject to and qualified in ~~such~~its ~~states~~entirety ~~only~~by ~~through~~reference ~~registered~~to orthe ~~licensed~~agreements ~~brokers~~and orinstruments ~~dealers~~themselves, copies of which are filed as Exhibits 10. In5 and ~~addition,~~10.6 into ~~some~~our ~~states~~Current ~~the~~Report ~~shares~~on ~~may~~Form ~~not~~8-K bedated ~~sold~~August ~~unless~~26, ~~the~~2017. ~~shares~~The ~~have~~benefits ~~been~~and ~~registered~~representations orand ~~qualified~~warranties ~~for~~set ~~sale~~forth in such ~~the~~agreements ~~state~~and orinstruments anare ~~exemption~~not ~~from~~intended ~~registration~~to orand ~~qualification~~do isnot ~~available~~constitute continuing representations and iswarranties ~~complied~~of ~~with.~~the Company or any other party to persons not a party thereto.

Expenses of Registration

We are bearing all costs relating to the registration of the common stock. These expenses are estimated to be $33,000, including, but not limited to, legal, accounting, printing and mailing fees. The selling stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

~~MARKET~~Table ~~FOR~~of ~~OUR COMMON STOCK~~Contents

~~Our~~We ~~shares~~intend ~~are~~to ~~traded~~sell onL2 ~~the~~Capital ~~Bulletin~~periodically our ~~Board~~common ~~operated~~stock byunder the ~~Financial~~Equity ~~Industry~~Purchase ~~Regulatory~~Agreement ~~Authority~~and ~~under~~L2 ~~the~~Capital ~~symbol~~may, ~~“AEXE”. There~~in isturn, asell ~~limited~~such ~~public~~shares to investors in the market ~~for~~at the market price or at negotiated prices. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to L2 Capital to raise the intended amount of funds, as our stock price declines.

~~Our~~Likelihood ~~common~~of ~~stock~~Accessing ~~became eligible for quotation on~~ the ~~OTC~~Full ~~Bulletin~~Amount ~~Board on July 18, 2013. As~~ of ~~May 8, 2015, only a minimal amount of shares have traded on~~ the ~~OTCQB and the market price for our common shares is $0.17 per share.~~Equity Line

~~Dividend~~Notwithstanding ~~PolicyWe~~that ~~have~~the Equity ~~never~~Line ~~declared~~is orin ~~paid~~an ~~any~~amount ~~cash~~of ~~dividends~~$5,000,000, onwe ~~our~~anticipate ~~common~~that ~~stock. We~~the ~~currently~~actual ~~intend~~likelihood tothat ~~retain~~we ~~future~~will ~~earnings,~~be ifable ~~any~~access the full amount of the Equity Line is low due to several factors, including that our ability to ~~finance~~access the ~~expansion~~Equity ofLine is impacted by our ~~business. As~~average adaily ~~result~~trading volume, wewhich domay ~~not~~limit ~~anticipate~~the ~~paying~~maximum ~~any~~dollar ~~cash~~amount ~~dividends~~of ineach ~~the~~put ~~foreseeable~~we ~~future~~deliver to L2 Capital, and our stock price. ~~Share~~Our ~~Purchase~~use ~~Warrants~~of Wethe ~~have~~Equity ~~not~~Line ~~issued~~will continue to be limited and dorestricted ~~not~~if ~~have~~our ~~outstanding~~share ~~any~~trading ~~warrants~~volume toor ~~purchase~~and ~~shares~~market price of our ~~common~~ stock. ~~Options~~continue Weat ~~have~~their ~~not~~current ~~issued~~levels or decrease further in the future from the volume and dostock ~~not~~prices reported ~~have~~over ~~outstanding~~the ~~any~~past ~~options~~year. toFurther, ~~purchase~~if ~~shares~~the price of our ~~common~~ stock remains at $0.00205 ~~Convertible~~per ~~SecuritiesWe~~share do(which ~~not~~represents ~~have~~the ~~outstanding~~average of ~~any~~the ~~securities~~high ~~convertible~~and ~~into~~low ~~shares~~reported sales prices of our common stock oron December ~~any~~6, ~~rights~~2017), ~~convertible~~the orsale ~~exchangeable~~by ~~into~~L2 ~~shares~~Capital of all 115,000,000 of the shares registered in this prospectus would mean we would receive only $235,750 from our ~~common~~sale ~~stock~~of shares under the Equity Line. Our ability to issue shares in excess of the 115,000,000 shares covered by the registration statement of which this prospectus is a part will be subject to our filing a subsequent registration statement with the SEC and the SEC declaring it effective.

~~Interests~~In addition, we may have to increase the number of ~~Named~~our ~~Experts~~authorized shares in order to issue shares to L2 Capital in the future. Increasing the number of our authorized shares will require further board and ~~Counsel~~stockholder approval. Accordingly, because our ability to deliver puts to L2 Capital under the Equity Purchase Agreement is subject to a number of conditions, there is no guarantee that we will receive all or any portion of the $5,000,000 that is available to us under the Equity Line.

~~The~~SELLING legality of the shares offered under this registration statement is being passed upon by Dean Law Corp. The financial statements included in this prospectus and the registration statement has been audited by David A. Aronson, CPA, P.A. to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.STOCKHOLDERS

This prospectus covers the resale by the selling stockholder of 115,000,000 shares of our common stock. These shares may be issued by us to L2 Capital under the Equity Purchase Agreement. L2 Capital is an “underwriter” within the meaning of the Securities Act in connection with its resale of our common stock pursuant to this prospectus. The selling stockholder has not had any position or office, or other material relationship with us or any of our affiliates over the past three years. The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholders as of November 28, 2017 and the number of shares of our common stock being offered pursuant to this prospectus.

Name of selling

stockholder

Shares beneficially

owned as of the date
of this prospectus (1)

Number of shares

being offered

Number of shares to be beneficially
owned and percentage of beneficial
ownership after the offering (1)(2)

Number of

shares

Percentage of

class (3)

L2 Capital LLC (4)

115,000,000

(1)

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options and warrants currently exercisable, or exercisable within 60 days, are counted as outstanding for computing the percentage of the person holding such options or warrants but are not counted as outstanding for computing the percentage of any other person.

~~Description~~Table of ~~Business~~ Contents

~~General~~(2) The amount and percentage of shares of our common stock that will be beneficially owned by the selling stockholder after completion of the offering assumes that it will sell all shares of our common stock being offered pursuant to this prospectus.

We(3) ~~are~~Based anon ~~exploration~~724,370,720 ~~stage~~shares ~~company~~of ~~engaged~~our incommon ~~the~~stock ~~acquisition~~issued and ~~exploration~~outstanding as of ~~mineral~~November ~~properties~~28, ~~with the intent to take properties into production~~2017. We ~~were~~All ~~incorporated~~shares asof aour ~~Nevada~~common ~~state~~stock ~~corporation~~being onoffered ~~February~~pursuant ~~18,~~to ~~2010. As~~this atprospectus ~~August~~by ~~31,~~each ~~2014~~selling westockholder ~~owned~~are acounted ~~40%~~as ~~share~~outstanding offor ~~Pah-Hsu-Qhuin~~computing ~~Philippines Mining also known as~~ the ~~Raval~~percentage ~~Claim,~~beneficial weownership ~~acquired~~of ~~this~~such ~~asset~~selling onstockholder ~~August~~(but ~~31,~~not ~~2011~~ for ~~140,000~~computing ~~pesos. We~~the ~~also~~percentage ~~acquired~~beneficial ~~mining~~ownership ~~concession~~of ~~properties in Peru during~~ the ~~past~~other ~~fiscal~~selling ~~year~~stockholder).

We(4) ~~are~~Edward ~~considered~~M. anLiceaga ~~exploratory~~possesses ~~stage~~voting ~~company as we are involved in the examination~~ and ~~investigation~~investment ofpower ~~land~~over ~~that~~shares weowned believe may contain valuable minerals, for the purpose of discovering the presence of ore, if any, and its extent. There is no assurance that a commercially viable mineral deposit exists on the property covered by ~~the~~L2 ~~Raval claim, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined~~Capital. ~~We have no known reserves of any type of mineral. To date, we have not discovered an economically viable mineral deposit on the property, and there is no assurance that we will discover one.~~

~~Feldspar~~PLAN isOF a light-colored rock-forming mineral used in the manufacture of glass products, ceramics and other products. Feldspar provides glass hardness, workability, strength, and makes it more resistant to chemicals. It also reduces the melting temperature so less energy is used. For ceramics, feldspar serves as a flux to form a glassy phase at low temperatures, and as a source of alkalis and alumina in glazes. It improves the strength, toughness, and durability of the ceramic body and cements the crystalline phase of other ingredients. Feldspar is also used in paint, in mild abrasives, urethane, latex foam, and as a welding rod coating.DISTRIBUTION

WeThe ~~acquired~~selling ~~our~~stockholder ~~Raval~~or ~~claim~~its onpermitted transferee ~~August 31~~may, ~~2011. We~~from ~~have~~time ~~determined~~ to ~~proceed~~time, ~~with~~sell ~~the~~any ~~first~~or ~~phase~~all of ~~this~~shares ~~recommended~~of ~~exploration~~our ~~program. The~~common ~~estimated~~stock ~~cost~~covered ofhereby ~~this~~on ~~exploration~~the ~~program~~Principal isMarket ~~$300,000. As~~operated by atthe ~~February~~OTC ~~28,~~Markets ~~2015~~Group, ~~we had cash reserves of $59~~Inc.,~~190~~ ~~and~~or ~~working~~any ~~capital~~other ~~deficit~~stock ~~of $486~~exchange,~~642. We~~ domarket ~~not~~or ~~have~~trading ~~sufficient~~facility ~~funds~~on towhich ~~enable~~the usshares toare ~~complete~~traded ~~this~~or ~~initial~~in ~~phase of our exploration program~~private transactions. We ~~will~~The ~~require~~selling ~~additional~~stockholder ~~financing~~may insell ~~order~~all toor ~~commence~~a ~~the~~portion ~~initial phase~~ of ~~exploration of~~ the ~~property. There~~shares isbeing nooffered ~~assurance~~pursuant ~~that will be able~~ to ~~obtain~~this ~~additional~~prospectus ~~financing. Both~~at ~~advanced~~fixed prices, ~~exploration~~at ~~and~~prevailing anmarket ~~economic~~prices ~~determination~~at ~~will be contingent upon~~ the ~~results~~time of ~~our~~sale, ~~preliminary~~at ~~exploration~~varying ~~programs~~prices ~~and~~or ~~our~~at ~~ability~~negotiated ~~to raise additional financing in order to proceed with advanced exploration and an economic evaluation~~prices. ~~There~~ isThe noselling ~~assurance~~stockholder ~~that~~may use weany ~~will~~one beor ~~able~~more toof ~~obtain~~the ~~any~~following ~~additional~~methods ~~financing~~when toselling ~~fund our exploration activities.~~securities:

On§ ~~August~~ordinary ~~31,~~brokerage ~~2011,~~transactions ~~AIM Exploration, Inc.~~ and ~~Alice~~transactions Raval-Ventura entered into a Deed of Sales of Shares of Stock for 40% of Pah-Hsu-Qhuin Mining Phils. Corp. (“Pah-Hsu Corp.”) We accomplished this by purchasing 14,000 of Alice R. Ventura’s 25,000 shares that she owns in ~~Pah-Hsu~~which ~~Corp. for~~ the ~~purchase price of 140,000 Philippine Pesos. There are currently 35,000 shares issued and outstanding in Pah~~broker-~~Hsu~~dealer ~~Corp.,~~solicits ~~therefore 14,000 shares represents a 40% ownership. This Agreement is filed as an exhibit to this prospectus.~~purchasers;

In§ ~~addition,~~block ~~Paladino~~trades ~~Management~~in ~~and~~which ~~Development~~the ~~Corp. (“Paladino”) and Alice Raval~~broker-~~Ventura~~dealer ~~entered~~will ~~into~~attempt ato ~~Deed~~sell ofthe ~~Sales of Shares of Stock for 30% of Pha-Hsu-Qhuin Mining Phils. Corp. This was accomplished by Paladino purchasing 10,500~~ shares ~~from~~as ~~Alice~~agent R.but ~~Ventura’s~~may ~~remaining~~position ~~11,000~~and ~~shares~~resell ~~for~~a ~~the~~portion ~~purchase price~~ of ~~105,000~~the ~~Philippine~~block ~~Pesos This Agreement is filed~~ as anprincipal ~~exhibit~~ to ~~this~~facilitate ~~prospectus.~~the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

The selling stockholder may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, provided such amounts are in compliance with FINRA Rule 2121. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of common stock will be paid by the selling stockholders and/or the purchasers.

L2 Capital, LLC is an underwriter within the meaning of the Securities Act and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Because L2 Capital is an underwriter within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Exchange Act and the rules and

~~Nature~~Table of ~~Ownership~~Contents

~~Our~~regulations ~~Philippine~~thereunder, ~~Mining~~including ~~claims~~Regulation ~~are~~M, ~~covered~~which may bylimit ~~Mining~~the ~~Lease~~timing ~~Contracts~~of ~~under~~purchases ~~renewal~~and bysales ~~Alice~~of ~~Raval~~securities ~~Ventura for 25 years. Alice Raval Ventura has entered into a sale~~ of ~~shares~~the ofcommon stock ofby ~~Pah-Hsu-Qhuin~~the ~~Phils.~~selling ~~Mining~~stockholder ~~Corp.~~or toany usother person. We ~~have~~will ~~entered~~make ~~into~~copies aof ~~management~~this ~~agreement~~prospectus ~~with~~available ~~Paladino Management and Development Corp~~ to ~~manage operations on~~ the ~~ground~~selling insecurity ~~the~~holder ~~Philippines. Paladino will be responsible for managing, developing~~ and ~~operating~~have ~~our~~informed ~~claims~~it inof the ~~Philippines. The~~need ~~Agreement began on August 31, 2011 and continues for 10 years until August 31, 2021. In consideration of services provided~~ to ~~us,~~deliver ~~we have agreed to pay Paladino~~ a copy ~~manager~~of ~~fee~~this ~~equivalent~~prospectus to 5%each ofpurchaser ~~our~~at ~~annual~~or ~~gross~~prior ~~sales from the claims, less any taxes payable. These amount will be payable monthly, based on revenues for each month. Our right~~ to the ~~mining~~time ~~claims were acquired through the ownership~~ of ~~shares of stock of Pah-Hsu-Qhuin Phils. Mining Corp., and~~ the ~~exclusive mining management and operating agreement entered into between Alice Raval Ventura and Paladino Management and Development Corp~~sale.

~~Description~~Although L2 Capital has agreed not to enter into any “short sales” of our common stock, sales after delivery of a put notice of a number of shares reasonably expected to be purchased under a put notice shall not be deemed a “short sale.” Accordingly, L2 Capital may enter into arrangements it deems appropriate with respect to sales of shares of our common stock after it receives a put notice under the ~~Properties~~Equity Purchase Agreement so long as such sales or arrangements do not involve more than the number of put shares reasonably expected to be purchased by L2 Capital under such put notice.

~~The~~DESCRIPTION ~~properties~~OF consist of three mining claims covered by Lode Lease Contract Nos. V-319, V-425, and V-521, expiring in 2014, with a total area of twenty-four hectares. Names of the mines are “Pabling”, “Alice”, and “Namalitocan”, respectively.SECURITIES

~~Apart~~Capital ~~from the amounts paid for the shares of stock of Pah-Hsu-Qhuin Mining Phils. Corp. we are estimating to spend about $300,000 in the exploration and development of the mines.~~Stock

~~The~~Pursuant ~~$300,000~~to ~~will~~our bearticles ~~used~~of incorporation, as amended to ~~commission~~date, ~~more~~our ~~detailed~~authorized ~~plans~~capital stock consists of 1,510,000,000 ~~secure~~shares, ~~the~~comprised ~~renewal~~of 1,500,000,000 shares of ~~the~~common ~~mining~~stock, ~~claims~~par ~~for~~value ~~another~~$.001 ~~twenty-five~~per ~~years~~share, ~~develop~~ and ~~extract~~10,000,000 ~~the~~shares ~~feldspar~~of ~~ore~~preferred ~~from~~stock, ~~the~~par ~~mines~~value $.001 per share. As of November 28, ~~and~~2017, ~~erect~~there awere 724,370,720 ~~crushing~~shares ~~plant~~of common stock and 100,000 ~~which~~shares ~~includes~~of ~~site~~preferred ~~development~~stock issued and outstanding. ~~improvements~~Our ascommon ~~well~~stock asis ~~connection~~quoted ofon ~~power~~the ~~supply~~Principal toMarket operated by the ~~grid~~OTC Markets Group, Inc., under the trading symbol “AEXE.”

WeThe ~~have~~following ~~allocated~~description asummarizes the ~~total~~material terms of ~~$10~~our capital stock. This summary is,~~000~~ ~~for~~however, subject to the ~~necessary~~provisions ~~plans~~of our articles of incorporation and bylaws. For greater detail about our capital stock, ~~which~~please ~~include~~refer ~~the~~to ~~following:~~our articles of incorporation and bylaws.

~~1. Mining~~Common ~~Project Feasibility Study;~~Stock

2Voting. ~~Location~~ Holders of ~~and~~our ~~Survey~~common ~~Plan;~~stock are entitled to one vote for each outstanding share of common stock owned by such stockholder on every matter properly submitted to the stockholders for their vote. Stockholders are not entitled to vote cumulatively for the election of directors. At any meeting of the stockholders, a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by our articles of incorporation or by our bylaws.

3Dividend Rights. ~~Three-year~~ Holders of ~~Development~~our common stock are entitled to receive ratably dividends and ~~Work~~other ~~Program;~~distributions of cash or any other right or property as may be declared by our Board of Directors out of our assets or funds legally available for such dividends or distributions. The dividend rights of holders of common stock are subject to the dividend rights of the holders of any series of preferred stock that may be issued and outstanding from time to time.

4Liquidation Rights. ~~Environmental~~ In the ~~Protection~~event ~~and~~of ~~Enhancement~~any ~~Program;~~voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of liabilities. If we have any preferred stock outstanding at such time, the holders of such preferred stock may be entitled to distribution and/or liquidation preferences that require us to pay the applicable distribution to the holders of preferred stock before paying distributions to the holders of common stock.

~~5. Social~~Conversion, ~~Development~~Redemption and ~~Management~~Preemptive Rights. Holders ~~Program~~of our common stock have no conversion, redemption, preemptive, subscription or similar rights.

Extraction of the feldspar ore will be through the open-cut mining method using backhoes and pay loaders. Due to the favorable geological terrain, only the clearing of the vegetation and over-burden is necessary to expose the raw material. Under existing conditions of the mines, it will take only one week to expose the feldspar ore. The mining operation will start where the feldspar deposits are already exposed. As the extraction advances, overburden is stripped and soil and other waste materials are set aside for future backfilling of mined-out areas. Extracted ore is then loaded onto dump truck for transfer to the crushing plant. A total of $100,000 will be required to develop the mine and extract an initial 12,000 metric tons.

The crushing plant is necessary to process the ore into customer-required granule sizes. The main equipment used are mechanized crushers and vibrating screens. Completion time for the fabrication and erection of a 50 ton per hour plant is estimated at two months at a projected of $135,000. Working capital allotment is $50,000.In the mine claim areas, Initial source of power is through the use of generator sets. Ground water is available through deep wells. Electrical power thru the local utility is available but may take up to three months to hook up. Generators will be used as back power source.

~~Feldspar~~Table ~~Market~~of Contents

~~Domestic~~The ~~Market~~transfer agent and registrar for our common stock is American Stock Transfer and Trust, 6201 15th Avenue | Brooklyn, NY 11219.

Major users of feldspar are: for glass, Asahi Glass Phils. (formerly Republic Glass), San Miguel Yamamura Packaging Corp., Asia Brewery, Arcya Packaging; for ceramics, HCG and Royal Tern sanitary wares and Mariwasa tiles.Preferred Stock

~~Both~~On ~~Royal~~August ~~Tern~~8, ~~and~~2014, ~~San~~we ~~Miguel~~filed ~~have~~a ~~expressed~~Certificate of ~~dismay~~Designation ~~with~~of ~~the~~Series ~~local~~A ~~supply~~Preferred inStock ~~terms~~with ofthe ~~quality~~Nevada ~~and~~Secretary ~~reliability. Most~~of ~~suppliers~~State ~~are~~designating ~~small-scale~~1,000,000 ~~miners~~of ~~lacking~~the ~~proper~~Company's ~~processing~~previously authorized ~~equipment~~preferred stock. The ~~sole~~holders ~~supplier~~ of ~~San Miguel is~~ the ~~only~~Series ~~one~~A ~~with~~Preferred ~~processing~~Stock ~~equipment~~are ~~acquired~~granted ~~for~~67% ~~then~~voting ~~Republic~~power ~~Glass~~on inall ~~the~~matters ~~1990’s. Their~~to ~~equipment~~be voted ~~has~~on ~~now~~by ~~become~~the ~~unreliable,~~holders ~~and~~of ~~Asahi~~the ~~Glass~~Company’s ~~remains~~common ~~the~~stock ~~priority~~and ~~for~~is ~~delivery. Further,~~not ~~they~~convertible ~~are~~into ~~affected~~any byshares anof ~~internal~~the ~~dispute~~Company's ~~among~~common ~~stakeholders~~stock. ~~While~~ With ~~Royal~~respect ~~Tern~~to isrights ~~already~~on ~~importing~~liquidation, ~~part~~dissolution ofor ~~its~~winding ~~requirements~~up, ~~San~~shares ~~Miguel~~of ~~has~~Series ~~indicated~~A ~~they~~Preferred ~~may~~Stock ~~also~~rank doon soa ifparity with the Company's ~~local~~common ~~supply situation does not improve~~stock.

~~From~~We ~~11,850~~have ~~MT per year in 2005~~100,000 ~~domestic~~shares ~~production~~ of ~~feldspar~~Series A ~~has~~Preferred ~~increased~~Stock ~~to 16,394 MT as of 2009~~outstanding. ~~Delivered price of feldspar is about Php 2,100 to 2,700 per metric ton (USD 48 to 62).~~

~~Prices~~On ~~and~~August ~~volumes~~3, ~~for~~2017, ~~domestic~~pursuant ~~markets~~to ~~are~~Article III ~~based~~of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up to eight thousand (8,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series B Preferred Stock will participate on an ~~actual~~equal ~~purchase~~basis ~~order~~per-share ~~from~~with ~~Royal~~holders ~~Tern~~of our common stock and ~~actual~~Series ~~discussions~~A Preferred Stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series B Preferred Stock are entitled to convert each share of Series B Preferred Stock into one hundred thousand (100,000) shares of common stock. The conversion rate shall not adjust with any combination or reserve split of our outstanding common stock. Holders of Series B Preferred Stock are not entitled to vote, except as it pertains to amendments of the ~~purchasing~~Certificate ~~group~~of Designation, or to receive dividends. Each share of ~~San~~Series ~~Miguel~~B ~~Corporation~~Preferred Stock shall have anti-dilution protection such that any issuance of common stock shall result in an equal number of shares issued to holders of Series B Preferred Stock.

~~Acquisition~~On August 3 2017, pursuant to Article III of ~~Our~~our ~~Raval~~Articles ~~claim/ Our~~of ~~Ownership~~Incorporation, ~~Interest~~our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up to one thousand (1,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock will participate on an equal basis per-share with holders of our common stock, Series A Preferred Stock and Series B Preferred Stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series C Preferred Stock are entitled to convert each share of Series C Preferred Stock into fifty thousand (50,000) shares of common stock. The conversion rate shall not adjust with any combination or reserve split of our outstanding common stock. Holders of Series C Preferred Stock are not entitled to vote, except as it pertains to amendments of the ~~Raval~~Certificate ~~Claim~~of Designation, or to receive dividends.

~~The~~On ~~rights~~August 3 2017, pursuant to ~~the~~Article III ~~mining~~of ~~claims~~our ~~were~~Articles ~~acquired~~of ~~through~~Incorporation, ~~the~~our ~~ownership~~Board of ~~shares~~Directors voted to designate a class of preferred stock entitled Series D Preferred Stock, consisting of ~~Pah~~up to one million (1,000,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series D Preferred Stock will participate on an equal basis per-~~Hsu-Qhuin~~share ~~Phils~~with holders of our common stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock in any distribution upon winding up, dissolution, or liquidation. ~~Mining~~At ~~Corp~~any time before or on 12 months from issuance, Holders of Series D Preferred Stock are entitled to convert each share of Series D Preferred Stock into shares of common stock at 20% of the closing price of our common stock, provided that the closing price is at least $3.00 per share. At any time after 12 months from issuance, ~~and~~Holders of Series D Preferred Stock are entitled to convert each share of Series D Preferred Stock into shares of common stock at 20% of the ~~exclusive~~closing ~~mining~~price ~~management~~of ~~and~~our ~~operating~~common ~~agreement~~stock ~~entered~~or, alternatively, into ~~between~~a convertible ~~Alice~~promissory ~~Raval~~note ~~Ventura~~which ~~and~~shall ~~Paladino~~accrue ~~Management~~interest at 10% per annum and ~~Development~~shall ~~Corp~~be convertible into our shares of common stock at 20% of the closing price of our common stock. If not sooner converted as provided above, at two years from issuance, we are required to redeem all outstanding shares of Series D Preferred Stock by paying the holders 115% of the stated value of their shares. We may also exercise this right of redemption before two years in our sole discretion. Holders of Series D Preferred Stock are not entitled to vote, except as it pertains to amendments of the Certificate of Designation, or to receive dividends.

We have entered into a share purchase agreement for a 40% share of Pah-Hsu-Qhuin Philippines Mining as Philippines law does not allow 100% foreign ownership.

The Raval Claim mainly consists of the anticipated presence of Feldspar which is a light-colored rock-forming mineral used in the manufacture of glass products, ceramics and other products. Feldspar provides glass hardness, workability, strength, and makes it more resistant to chemicals. It also reduces the melting temperature so less energy is used. For ceramics, feldspar serves as a flux to form a glassy phase at low temperatures, and as a source of alkalis and alumina in glazes. It improves the strength, toughness, and durability of the ceramic body and cements the crystalline phase of other ingredients. Feldspar is also used in paint, in mild abrasives, urethane, latex foam, and as a welding rod coating.

Subsequent to August 31, 2014, on October 15, 2014, we entered into a Mining Concession Asset Acquisition Agreement with Paladino Mining and Development Corp. Pursuant to the Agreement, the Company has acquired 40% ownership of Paladino in exchange for: (1) the issuance of 5 million shares of common stock of the Company to Paladino (the “Shares”), (2) a cash payment of 540,000 Philippine Pesos, and (3) transfer of the Company’s 40% ownership of the Raval Mining Claim, also known as Pah-HSU-Qhuin Philippine Mining Claim, to Paladino. Paladino owns 648 hectares of land located at Brgys Caruan & Sulongan, Pasuquin, Ilocos Norte, Philippines. The land contains Feldspar, Silica, Limestone, etc. The Shares will be held in escrow until certain conditions are met, including the issuance of Paladino shares to the Company as well as other conditions.

~~The~~Table ~~Raval Mining Claims are located 350 meters above sea level, seven (7) kilometers from the Km. 511 post~~ of the National Road in Barangay Sulongan, municipality of Pasuquin, in the province of Ilocos Norte. They are 518 kilometers north of Manila and 31 kilometers north of the Ilocos Norte capital city of Laoag. The nearest commercial port is at Currimao, some 57 kilometers to the south. Currimao Port is 420 nautical miles from the Taiwanese port of Keelung.Contents

~~The area is located within the jurisdiction of Barangay Solongan, Pasuquin, Ilocos Norte and can be reached by four~~Anti-~~wheel-drive~~Takeover ~~vehicles through the mine roads which negotiate and wind up to the feldspar deposits. The area is located within the following geographic coordinates:~~Provisions

	North Latitude	East Latitude
Pabling Mineral Claim	18o23’20”- 18o18’28”	120o37’00”- 120o37’08”
Alice Mineral Claim	18o23’12”- 18o23’32.5”	120o36’53”- 120o37’03.5”
Namalitocan Mineral Claim	18o23’36”- 18o23’46”	120o37’14”- 120o37’21”

Some features of the Nevada Revised Statutes, which are further described below, may have the effect of deterring third parties from making takeover bids for control of our company or may be used to hinder or delay a takeover bid.

~~Access,~~This ~~Climate,~~would ~~and~~decrease ~~Physiography,~~the ~~Local~~chance ~~Resources~~that our ~~and~~stockholders ~~Infrastructure~~would realize a premium over market price for their shares of ~~Our~~common ~~Raval~~stock ~~claim~~as a result of a takeover bid.

~~The~~Acquisition roads leading to the mine site had already been established since the time D’5 White Marketing and were upgraded by Pah-Hsu-Qhuin Philippines in 1997. The mine sites are accessible by 4 x 4 vehicles and dump trucks. Through the years, a significant number of ~~feldspar pits have been established identified to specific to customer requirements.~~Controlling Interest

~~Prior~~The ~~Exploration~~Nevada Revised Statutes contain provisions governing acquisition of controlling interest of a Nevada corporation. These provisions provide generally that any person or entity that acquires a certain percentage of the outstanding voting shares of a Nevada corporation may be denied voting rights with respect to the acquired shares, unless the holders of a majority of the voting power of the corporation, excluding shares as to which any of such acquiring person or entity, an officer or a director of the corporation, and an employee of the corporation exercises voting rights, elect to restore such voting rights in whole or in part. These provisions apply whenever a person or entity acquires shares that, but for the operation of these provisions, would bring voting power of such person or entity in the election of directors within any of the following three ranges:

In§ ~~1954,~~20% ~~Dr.~~or ~~Pablo~~more J.but ~~Raval~~less ~~started~~than ~~exploring for feldspar in the mountains of Pasuquin, Ilocos Norte. By the early 1960’s, the Bureau of Mines granted spouses Pablo J. Raval and Lolita Lorenzana three (3) mining claims 25~~33-year Mining Lode Lease Contracts over a total area of 24 hectares. Dr. Raval succeeded in developing the mines supplying a number of glass and ceramics clients, including: Philippine Standard, Pacific Ceramics, Republic Glass, Mariwasa Manufacturing, Pioneer Ceramics, Fil-Hispano, San Miguel Brewery, and Pacific Enamel & Glass.1/3%;

~~The~~§ ~~computations~~33-1/~~estimates~~3% ~~were~~or ~~made~~more ~~based~~but onless ~~the~~than ~~measurement~~or ofequal ~~outcrops~~to ~~within~~50%; the claims. It is worth mentioning that the three claims were previously mined for feldspar in the last twenty years. And that the deposits were likewise estimated as regards its positive reserves through drilling and other conventional methods used in reserve estimation.Upon the death of Dr. Raval in 1973, the eldest of the Raval siblings, Ms. Alice Raval took over the operations of the mining business under D’5 White Mountain Marketing, a single proprietorship owned by her. Meanwhile, in 1975, Philippine Standard entered into a fifteen year operating agreement with the Raval family for the use of one of the mining claims with minimum guaranteed earnings for the Ravals. or

In§ ~~1985,~~more ~~prior~~than ~~to expiration of the lease contracts, Mrs~~50%. Alice Raval-Ventura renewed the Mining Lease Agreements for another 25 years on behalf of the heirs of Pablo J. Raval and Lolita Lorenzana. From 1983 to 1995, Mrs. Alice Raval-Ventura through her company, Pah-Hsu-Qhuin Philippines Mining Corporation exported some 350,000 MT of raw feldspar to Taiwan.

The ~~mining~~stockholders ~~leases~~or ~~were~~board ~~renewed in 1985 before their respective expirations. Expiration~~ of ~~the renewed leases is up to 2014. The mining leases were renewed in 1985 before their respective expirations. Expiration~~ directors of ~~the~~a ~~renewed~~corporation ~~leases~~may iselect up to ~~2014. The~~exempt ~~three mining leases expire in~~ the ~~years~~stock ~~2010,~~of ~~2012, and 2014. We have submitted~~ the ~~renewal~~corporation ~~for~~from ~~all~~these ~~three~~provisions ~~claims~~through inadoption ~~one~~of ~~document which is covered by~~ a ~~Mineral~~provision ~~Production Sharing Agreement. This is currently under review by the Mines and Geosciences Bureau (“MGB”), and we expect~~ to ~~receive~~that effect ~~the~~in ~~approval for our renewals shortly.Prior to~~ the ~~Mining~~articles ~~Act~~ of ~~1995,~~incorporation ~~mining~~or ~~claims~~bylaws ~~were~~of ~~covered by Mining/Lode Lease Agreements entered into with~~ the ~~Department of Natural Resources~~corporation. ~~Presently,~~ ~~mining~~Our ~~rights~~articles ~~are~~of ~~granted~~incorporation ~~through~~and ~~the~~bylaws ~~Mineral~~do ~~Production~~not ~~Sharing~~exempt ~~Agreement~~our common ~~(MPSA),~~stock ~~which~~from isthese ~~currently the subject of the renewal of the claims by Alice Raval Ventura~~provisions.

These provisions are applicable only to a Nevada corporation, which:

has 200 or more stockholders of record, at least 100 of whom have addresses in Nevada appearing on the stock ledger of the corporation; and

does business in Nevada directly or through an affiliated corporation

At this time, we do not believe that these provisions apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, these provisions may discourage companies or persons interested in acquiring a significant interest in or control of our company, regardless of whether such acquisition may be in the interest of our stockholders.

Combination with Interested Stockholder

The Nevada Revised Statutes contain provisions governing combination of a Nevada corporation that has 200 or more stockholders of record with an interested stockholder. As of February 24, 2017, we had approximately 1,421 stockholders of record. Therefore, we believe that these provisions governing combination of a Nevada corporation apply to us and may have the effect of delaying or making it more difficult to effect a change in control of our company.

A corporation affected by these provisions may not engage in a combination within three years after the interested stockholder acquires his, her or its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. Generally, if approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors before the person became an interested stockholder or a majority of the voting power held by disinterested stockholders, or if the consideration to be received per share by disinterested stockholders is at least equal to the highest of:

~~Below~~Table ~~are three maps~~ of ~~our claim.~~Contents

the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or within three years immediately before, or in, the transaction in which he, she or it became an interested stockholder, whichever is higher;

the market value per share on the date of announcement of the combination or the date the person became an interested stockholder, whichever is higher; or

if higher for the holders of preferred stock, the highest liquidation value of the preferred stock, if any.

Generally, these provisions define an interested stockholder as a person who is the beneficial owner, directly or indirectly of 10% or more of the voting power of the outstanding voting shares of a corporation. Generally, these provisions define combination to include any merger or consolidation with an interested stockholder, or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an interested stockholder of assets of the corporation having:

an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation;

an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or

representing 10% or more of the earning power or net income of the corporation.

EXPERTS

The consolidated financial statements of AIM Exploration Inc. as of and for the years ended August 31, 2017 and 2016, appearing in this prospectus and the registration statement of which it is a part, have been audited by BF Borgers CPA PC and Anton & Chia, LLP, respectively, independent registered public accounting firms, as set forth in their reports dated December 5, 2017 (which contains an explanatory paragraph regarding the Company’s ability to continue as a going concern) appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

The Doney Law Firm has provided us with an opinion on the validity of the shares of our common stock being offered pursuant to this prospectus.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert named in the registration statement of which this prospectus forms a part as having prepared or certified any part thereof (or is named as having prepared or certified a report or valuation for use in connection with such registration statement) or counsel named in this prospectus as having given an opinion upon the validity of the securities being offered pursuant to this prospectus or upon other legal matters in connection with the registration or offering such securities was employed for such purpose on a contingency basis. Also at the time of such preparation, certification or opinion or at any time thereafter, through the date of effectiveness of such registration statement or that part of such registration statement to which such preparation, certification or opinion relates, no such person had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

Table of Contents

CAUTIONARY NOTE REGARDING EXPLORATION STAGE STATUS

We are considered an “exploration stage” company under the SEC Industry Guide 7, Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations (“Industry Guide 7”), because we do not have reserves as defined under Industry Guide 7. Reserves are defined in Guide 7 as that part of a mineral deposit which can be economically and legally extracted or produced at the time of the reserve determination. The establishment of reserves under Guide 7 requires, among other things, certain spacing of exploratory drill holes to establish the required continuity of mineralization and the completion of a detailed cost or feasibility study.

Because we have no reserves as defined in Industry Guide 7, we have not exited the exploration stage and continue to report our financial information as an exploration stage entity as required under Generally Accepted Accounting Principles (“GAAP”). Although for purposes of FASB Accounting Standards Codification Topic 915, Development Stage Entities, we have exited the development stage and no longer report inception to date results of operations, cash flows and other financial information, we will remain an exploration stage company under Industry Guide 7 until such time as we demonstrate reserves in accordance with the criteria in Industry Guide 7.

Because we have no reserves, we have and will continue to expense all mine construction costs, even though these expenditures are expected to have a future economic benefit in excess of one year. We also expense our reclamation and remediation costs at the time the obligation is incurred. Companies that have reserves and have exited the exploration stage typically capitalize these costs, and subsequently amortize them on a units-of-production basis as reserves are mined, with the resulting depletion charge allocated to inventory, and then to cost of sales as the inventory is sold. As a result of these and other differences, our financial statements will not be comparable to the financial statements of mining companies that have established reserves and have exited the exploration stage.

SEC INDUSTRY GUIDE 7 DEFINITIONS

The following definitions are taken from the mining industry guide entitled “Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations” contained in the Securities Act Industry Guides published by the United States Securities and Exchange Commission, as amended.

Exploration State		The term “exploration state” (or “exploration stage”) includes all issuers engaged in the search for mineral deposits (reserves) which are not in either the development or production stage.

Development Stage		The term “development stage” includes all issuers engaged in the preparation of an established commercially mineable deposit (reserves) for its extraction which are not in the production stage. This stage occurs after completion of a feasibility study.

Mineralized Material		The term “mineralized material” refers to material that is not included in the reserve as it does not meet all of the criteria for adequate demonstration for economic or legal extraction.

Probable (Indicated) Reserve		The term “probable reserve” or “indicated reserve” refers to reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

Production Stage		The term “production stage” includes all issuers engaged in the exploitation of a mineral deposit (reserve).

~~Through~~Table ~~the years, roads and feldspar pits had already been established. Restoring the mines will entail stripping and clearing~~ of mine sites and their periphery to expose the raw material (removal of over-burden using backhoe and bulldozer). Test pitting and trenching shall be continuously undertaken to identify additional reserves and thereby extend the mine life.Contents

~~Geology~~Proven (Measured) Reserve The term “proven reserve” or “measured reserve” refers to reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of ~~Our~~detailed ~~Raval~~sampling ~~claim~~and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established. Reserve The term “reserve” refers to that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves must be supported by a feasibility study done to bankable standards that demonstrates the economic extraction. (“Bankable standards” implies that the confidence attached to the costs and achievements developed in the study is sufficient for the project to be eligible for external debt financing.) A reserve includes adjustments to the in-situ tons and grade to include diluting materials and allowances for losses that might occur when the material is mined.

~~The~~INFORMATION ~~mineral~~WITH ~~claims~~RESPECT ~~areas~~TO ~~are mostly underlain by clastic sediments, followed by ultramafic rocks and the remaining small portion by collaine limestone.~~OUR COMPANY

~~The~~DESCRIPTION ~~mineral~~OF deposits found in the areas are feldspar, silica quartz, and limestone. The deposits occur generally as discontinuous, irregularly shaped to lenticular, dike-like masses in intruding the serpentinized peridotite. Their contact with the host rock is sharp in almost all outcrops that could be observed. Large and small fault structures located within the vicinity of the claims are believed to be one of the main contributing factors in the localization of the feldspar deposits.BUSINESS

~~Regional~~We ~~Geochemical~~are an exploration stage company engaged in the acquisition and exploration of mineral properties with the intent to take properties into production. We were incorporated as a Nevada state corporation on February 18, 2010. We acquired mining concession properties in Peru during the fiscal year ended August 31, 2014.

~~Regionally~~We ~~the~~are considered ~~area~~an isexploratory ~~anomalous~~stage company, as we are involved in ~~feldspar~~the ~~values~~examination and investigation of land that we believe may contain valuable minerals, ~~but~~for nothe ~~systematic~~purpose ~~surveying~~of discovering the presence of ore, if any, and its extent. There is no assurance that a commercially viable mineral deposit exists on the ~~area~~Peruvian byproperties, ~~government~~and ~~can~~further exploration will be ~~identified~~required asbefore ~~useful~~a final evaluation as to the ~~definition~~economic and legal feasibility for our future exploration is determined. We have no known reportable reserves of ~~concentrations~~any type of ~~placer~~mineral. ~~deposits~~To date, we have not discovered an economically viable mineral deposit on the property, and there is no assurance that we will discover one.

~~Our~~As ~~Planned~~of August ~~Exploration~~31, ~~Program~~2017, we had cash reserves of $802 and a working capital deficit of $2,273,317. We do not have sufficient funds to enable us to complete the initial phase of our exploration programs for the mining claims, and will require additional financing in order to do so. There is no assurance that we will be able to obtain additional financing. Both advanced exploration and an economic determination will be contingent upon the results of our preliminary exploration programs and our ability to raise additional financing in order to proceed with advanced exploration and an economic evaluation. There is no assurance that we will be able to obtain any additional financing to fund our exploration activities.

PHASE 1: Startup operations servicing live Purchase Orders from Royal Tern

ROYAL TERN Sanitary Wares – Royal Tern Sanitary Wares has been a long time customer of Pah-Hsu-Qhuin Philippines Mining. Their last Purchase Order with Pah-Hsu Qhuin Mining was in 2007 for 3,500MT. In late 2010, Royal Tern requested Pah-Hsu-Qhuin Mining to revive operations due to current problems in domestic supply. A Purchase Order for 3,600 MT was issued for delivery in 2011 at 400 MT per month. We will fulfill this purchase order once we commence operations.

Aside from Pah-Hsu-Qhuin, Royal Tern does not consider other domestic suppliers as reliable. Should domestic supply continue to be unreliable, Royal Tern intends to import all of their feldspar requirements. Royal Tern has also expressed serious interest in entering into an export agreement with Pah-Hsu-Qhuin Mining for supply of raw feldspar to Taiwan and China.

Except of the purchase order from Royal Tern, dealings with other customers are at an accreditation and negotiation stage with corresponding non-disclosure agreements. We have several interested customers and therefore do not believe that we will be dependent upon any one customer for success. We will not sign any supply agreements until our operations are underway.

In order to serve the requirements of Royal Tern would entail the following:

Rental of heavy equipment (i.e., backhoe, payloader, dump truck);

Stripping and clearing of mine sites and their periphery to expose the raw material;

Rehabilitation of Pah-Hsu-Qhuin’s warehouse and processing area;

Purchase of 4 units basic vibrating screens @Php120,000 per unit ($2,700);

Use of commercial truckers to deliver to customers.

Estimated costs for this phase are Php 2.4M (USD $57,000) which will be used for the purchase of four (4) vibrating screens, pre-operating expenses, and initial working capital.

PHASE 2: Supply to San Miguel, export, and other domestic users

SAN MIGUEL YAMAMURA Glass – Due to current supply problems, SMYPC is actively sourcing additional suppliers to augment or replace their current sole supplier. Total potential volume is 1,800MT per month. Last January 2011, Pah-Hsu-Qhuin Mining submitted a Letter-of-Intent to supply SMYPC with feldspar.

In Phase 2, the following shall be undertaken:

Renewal of mining lease agreements for an additional 25 years (@Php1.0M or $22,000);

Acquisition of a ball mill crusher for finer granulation (@Php2.0M or $44,000);

Rental of heavy equipment and use of commercial truckers shall continue until volumes justify purchase of equipment.

An additional Php 9M (USD $210,000) will be needed for the acquisition of a ball mill crusher (for finer granulation), additional working capital, and renewal of mining lease agreements.

The lease contract is the subject of renewal for another 25 years. Alice Raval Ventura has filed for the renewal by way of an application for a Mineral Production Sharing Agreement (MPSA). Approval of the MPSA is expected by the end of the year. The leases are in the process of being renewed. They are currently under review by the MBG. We foresee no issues with renewal. All three Leases will be renewed as one lease.Compliance with Government RegulationTo maintain a safe and healthy work environment, strict compliance with all rule and regulations embodied under the Mines Administrative Order known as “Mine Safety Rules and Regulations” shall be followed. A qualified Safety Engineer shall be designated and safety and health programs shall be undertaken for the entire duration of the project.

There is pending legislation which will rationalize the revenue sharing schemes and mechanisms and is expected to include an increase in government share from the current 2% excise tax to about 5% to 7% of gross revenues. Our mining claims are covered by the provisions of the Mining Act of 1995.

In addition, local governments are both beneficiaries and active participants in mineral resources management in accordance with the Philippine’s Constitution and local autonomy and empowerment. They get a share of 40% from the gross collection of the national government from mining taxes, royalties and other fees. In the case of occupation fees, the province gets 30% and host Municipalities get 70%.

Also, in accordance with the People’s Small Scale Mining Law, local governments are responsible for the issuance of permits for small scale mining and quarrying operations through the Provincial/City Mining Regulatory Board. In the issuance of Environmental Compliance Certificate, local governments actively participate in the process by which the communities reach an informed decision on the social acceptability of a project. They also participate in the monitoring of mining activities as member of the Multi-partite Monitoring Team and the Mine Rehabilitation Fund Committee. They can also act as mediator between the indigenous cultural communities and the mining contractor if the need arises.

Local governments are also recipients of social infrastructures and community development projects for the utilization and benefit of the host and neighboring communities. In the implementation of the Mining Act and its implementing rules and regulations, local governments coordinate and extend assistance the Department of Environment and Natural Resources and the Mines and Geosciences Bureau.

Description of the Philippine Properties (Raval Mining Claim)

As at August 31, 2014 the properties consisted of three mining claims covered by Lode Lease Contract Nos. V-319, V-425, and V-521, expiring in 2014, with a total area of twenty-four hectares. Names of the mines are “Pabling”, “Alice”, and “Namalitocan”, respectively.

As mentioned above, on October 15, 2014, we entered into a Mining Concession Asset Acquisition Agreement with Paladino Mining and Development Corp. Pursuant to the Agreement, the Company has acquired 40% ownership of Paladino.

It is the intention of the company to expand operations considerably we are estimating to spend about $300,000 to $500,000 in the exploration and development of the mines. These funds will be used to construct a building and acquire the equipment and install a crusher, this is necessary to not only increase production but also to refine the feldspar mineral so the product can be used for “clear glass” production, as well as connection of power supply to the grid.

The crushing plant is necessary to process the ore into customer-required granule sizes. The main equipment used is mechanized crushers and vibrating screens.

In the mine claim areas, Initial source of power is through the use of generator sets. Ground water is available through deep wells. Electrical power thru the local utility is available but may take up to 3 months to hook up. Generators will be used as back power source.

Feldspar Market

Both Royal Tern and San Miguel have expressed dismay with the local supply in terms of quality and reliability. Most suppliers are small-scale miners lacking proper processing equipment. The sole supplier of San Miguel is the only one with processing equipment acquired for then Republic Glass in the 1990 ’ s. Their equipment has now become unreliable, and Asahi Glass remains the priority for delivery. Further, they are affected by an internal dispute among stakeholders. While Royal Tern is already importing part of its requirements, San Miguel has indicated they may also do so if the local supply situation does not improve.

From 11,850 MT per year in 2005, domestic production of feldspar has increased to 16,394 MT as of 2009. Delivered price of feldspar is about Php 2,100 to 2,700 per metric ton (USD 48 to 62).

Competition: Except of the purchase order from Royal Tern, dealings with other customers are at an accreditation and negotiation stage with corresponding non-disclosure agreements. We have several interested customers and therefore do not believe that we will be dependent upon any one customer for success. We will not sign any supply agreements until our operations are underway.

Peruvian Property

On June 23, 2014, Aim Exploration, Inc. entered into a Mining Concession Asset Acquisition Agreement (the “Agreement”) with Percana Mining Corp. (“Percana”). Pursuant to the Agreement, the Company ~~has~~ acquired three separate mining concessions. The ~~Two of the~~ concession titles are unencumbered and ~~these~~comprise ~~make~~of upthree ~~40%~~separate ofadjoing ~~the~~ mining ~~concessions.~~concession ~~These~~ two concessions representing 40% are known as El Tunel Del Tiempo 1 code 11060780 and El Tunel Del Tiempo 2 code 11060781, and the ~~registered ownership of these two concessions have been transferred to the Company. The~~ third concession property is known as Agujeros Negros ~~MA-AG~~MAAG ~~which~~comprising ~~makes up~~ the remaining 60% ~~has not yet been transferred to the Company~~, ~~however~~all ~~the Company has entered into a Contract~~ of ~~Mining~~which ~~Assignment~~are ~~and~~registered ~~Option~~ to ~~Purchase~~ the ~~concession for a five year term~~company. ~~This contract provides AIM with full rights and authorities over the concession.~~

In consideration for the above concessions, the Company has issued 63,000 restricted common shares (15,750, 000 restricted common shares pre consolidation to Percana in two separate blocks;; the first block consists of 625,~~300,000~~200 common shares ~~which are to be held in escrow until either the Company raises $1~~(6,~~000~~300,000 orcommon ~~when~~shares ~~Percana waives this requirement.~~ preconsolidation) The second block consists of 37,800 common shares (9,450,000 ~~shares~~common ~~which are to be held in escrow until such time as the Company is satisfied at its discretion that any arbitration issues have been resolved with the third concession, at which time the~~ shares ~~may~~preconsolidation). beThe ~~released~~fair ~~out~~value of ~~escrow~~these atshares ~~the option of Percana. These Mining Concessions were acquired based on the assumption the properties are rich in high grade Anthracite Coal~~is $326,969 ~~currently there are 20 small tunnels on the property already producing anthracite coal~~ which was being mined by illegal miners. Testing of the coal samples was performed indicating the presence of high-grade anthracite coal. Prior to acquisition AIM reviewed a non-compliant technical report prepared by Engineers/Geologists together with hiring a US based ~~firm~~on ~~Gustavson~~fair ~~Associates~~market ~~to visit the property and review the reports~~value. ~~The firm provided AIM with a report, which included recommendation for further exploration.~~

~~The~~On ~~Peruvian~~April 25, ~~Property~~2016, ~~consists~~the ofCompany ~~three~~entered ~~separate~~into ~~mining~~an ~~concessions~~amendment to its Agreement with Percana and issued an additional 15,687,000 ~~all~~common ~~are~~shares to ~~within~~Percana ~~one~~to ~~contiguous~~bring ~~block~~its post consolidation shareholdings back to 15,750,000 common shares. The fair value of ~~property~~these additional shares is $15,687. ~~and~~An ~~all~~additional ~~three~~220,000,000 ~~concessions~~common ~~are~~shares ~~located~~were inissued ~~the~~on ~~Province~~September of14, ~~Otuuzco~~2016, Lapursuant ~~Libertad~~to ~~region~~this amended agreement. The fair ~~formal~~values ~~transfer~~of ~~for~~these ~~two~~shares ofis ~~the~~$462,000. ~~mining~~Furthermore, ~~concessions~~under ~~known~~the asterms Elof ~~Tunel~~the ~~del~~amended ~~Tiempo~~Agreement, 1the ~~(Unique~~Company ~~code~~agreed #to ~~01-0209106~~issue –additional common ~~200~~shares ~~hectares)~~to ~~and~~Percana Elat ~~Tunel~~any ~~del~~time ~~Tiempo~~common 2shares ~~(Unique~~are ~~code~~issued #to ~~01-0209206~~any –director ~~200~~and/or ~~hectares)~~controlling ~~was~~shareholder ~~executed~~of ~~August~~the 1Company, ~~2014~~the number ~~and~~of ~~made~~common ~~into~~shares ~~public~~issued ~~deed~~to onPercana ~~August~~to 5,be ~~2014~~equal ~~within~~to those issued to the ~~Peruvian~~director ~~Public~~and/or ~~Registries~~controlling shareholder.

The third mining concession, known as Agujeros Negros MA-AG (unique code # 01-0184000 – 600 hectares is under contract with AIM, the Contract of Mining Assignment and Option to Purchase was executed on August 1, 2014 and was made into a Public Deed on August 5, 2014. By the Assignment and Option AIM has an irrevocable and exclusive option to purchase 100% of the rights and interests of this mining concession. This option was registered into public deed on August 5, 2014. The option to purchase is for 5 years from the date of registration which was completed Oct 2, 2014, in addition contained within the contract AIM has complete control over this mining concession for a period of 5 years following formal registration which was registered October 2, 2014.23

~~The~~Table reason this concession was not formally transferred is the fact that AIM wanted to perform additional due diligence as there was an Arbitration process with the registered owners and the former concession owners of 80% of the concession. Subsequent to this time the former owners who commenced the arbitration process has abandoned the arbitration thus nullifying the process. AIM has now commenced the formal transfer process and it is expected to be completed and registered prior to AIM fiscal year ending August 31, 2015.Contents

Royalties

The combined concessions are known as “The Black Hole”, the first two concessions, El Tunel del Tiempo 1 & 2 do not have royalties payable. The third concession, Agujeros Negros WA-AG has a royalty consisting of payment of US $1.00 per each metric ton of anthracite coal extracted from and sold. The royalty applies from the time when the sales of anthracite coal reach US $150,000.00

25Process Whereby Mineral Rights Are Acquired in Peru (Peruvian System of Concessions)

In Peru, any individual or company can solicit (through a “Petition” to the Government, the grant of a mining concession. Through an administrative process at INGEMMET, (the geological Mining and Metallurgical Institute), when all technical and legal requirements are complied with, the Government ~~grand~~will grant the mining concession. The mining concession grants the titleholder the right to explore, exploits, process, transport, market and refine mineral whether it is metallic, non-metallic or coal mineral. Once the concession is granted it must be registered at the Public Registries and the concession titleholder can freely transfer, assign, encumber or exercise over it any kind of disposition act.

A mining concession in Peru does not have duration of time limit. However, it carries an obligation to pay annual Validity fees to prevent cancellation from the Government as in Peru the nature of a mining concession entails a duty for its development and production in order to grant it added value. In the General Regime this is for medium and large mining, the payment of validity fees is US$ 3.00 per hectare per year.

Rights and Obligations: Concession titleholder’s rights

·§ The properties are all located on vacant land, and vacant land properties are entitled to the free mining use of the surface land that corresponds to the concession and outside of it, for its economic advantage without the need for any additional request, however that being said the titleholder does not have the right for the use of surface land without formal consent, the properties are owned by the government and for a total fee of approx. US$15,000.00 the surface rights are readily available to AIM.

§ The ~~properties~~right ~~are~~to ~~all~~request ~~located~~from ~~on vacant land, and vacant land properties are entitled to~~ the ~~free~~ mining ~~use~~authorities ofeasements ~~the surface land that corresponds to the concession and outside~~ of ~~it,~~third ~~for~~party ~~its~~lands ~~economic advantage without the need for any additional request, however~~ that ~~being~~are ~~said~~necessary ~~the titleholder does not have the right~~ for the reasonable use ~~of surface land without formal consent,~~ the ~~properties are owned by the government and for a total fee of approx~~concession. ~~US$15,000.00 the surface rights are readily available to AIM.~~

·§ The right to free trade of extracted minerals provided they have the respective permits and authorizations.

~~The~~§ ~~right~~To tobuild ~~request~~on ~~from~~neighboring concessions the ~~mining~~labor ~~authorities~~work ~~easements~~that ofis ~~third~~necessary ~~party~~for ~~land~~the ~~that~~access, ~~are~~ventilation ~~necessary~~and drainage of ~~the~~their ~~rational~~own ~~use~~concession, mineral transport and safety of the ~~concession~~workers.

·§ The right to use the water that is necessary for the domestic service of the staff workers and for the operations of the concession, in accordance with the legal provisions for these matters.

§ The right to ~~free~~inspect ~~trade~~the work of ~~extracted~~neighboring ~~minerals~~or ~~provided~~adjacent ~~they~~mining ~~have~~concessions when invasion is suspected or when there is danger of flooding, collapse or dire due to the ~~respective~~bad ~~permits~~state ~~and~~of ~~authorizations~~the labor work of the neighbors or adjacent for the work they are carrying out.

·24

ToTable ~~build on neighboring concessions the labor work that is necessary for the access, ventilation and drainage~~ of ~~their own concession, mineral transport and safety of the workers~~Contents

The right to use the water that is necessary for the domestic service of the staff workers and for the operations of the concession, in accordance with the legal provisions for these matters

The right to inspect the work of neighboring or adjacent mining concessions when invasion is suspected or when there is danger of flooding, collapse or dire due to the bad state of the labor work of the neighbors or adjacent for the work they are carrying out

Duties of the Concession titleholders:

·§ Validity fee payment of US $3.00 per hectare, due June 30 every year. If not paid for two years, concession returns to the Government. Fee to be paid by AIM. (Paid)

~~Validity~~§ ~~fee~~Payment ~~payment,~~of ~~due~~penalty ~~June~~fees ~~30th~~if ~~every~~not ~~year~~in production is US $6.00 3per year up to year seven increasing to US $20.00 per ~~hectare,~~year iffrom ~~not~~year ~~paid~~12. After failure to pay for two years the concession ~~returns~~reverts to the Government. ~~fee~~Fee to be paid ~~for~~ by AIM. (Paid)

·§ Follow the occupational health and safety provided for in Regulations of Occupational Health and Safety.

~~Payment~~§ ofFollow ~~penalty fees if not in production US$6.00 per year up to year seven increasing to US$20.00 per year form year 12. Failure to pay for two years~~ the ~~concession~~Environment ~~reverts~~Management ~~to the Government – fee to be paid for by AIM~~Instruments.

Follow the occupational health and safety provided for in Regulations of Occupational Health and Safety

Follow the Environment Management Instruments

We confirm the Environmental Management permits are currently being applied for and we expect to have these in place within the ensuing six months.

26Peruvian Property Location

The property is accessible by standard vehicles; all roadways are drivable with the roadways being paved and or gravel roadways. The driving time is approx. 3 hours from the city of Trujillo Peru. In addition, there is roadway running through the property making it feasible for exploration and drilling. The entire property consists of 1,000 hectares. The official location of the property is:

~~The~~Republic: ~~entire property consists of 1,000 hectares.~~Peru

~~The~~Department: ~~official~~La ~~location of the property is:~~Libertad

·Province: Otuzco

~~Republic~~District: Huaranchal

~~Peru~~Spot: Between Huayobamba and Lajon

·Figure 1 is a map that shows the location of the project and the surrounding area. The coordinates near the centroid of the property are 7° 44’ 13.06” S and 78° 31’ 05.87” W. The property is 1,000 hectares and are all with one contiguous block of property.

~~Department:~~25

LaTable ~~Libertad~~of Contents

·↑ North

Province:

Otuzco

District

Huaranchal

Spot:

Between Huayobamba and Lajon

Figure 1 is a map that shows the location of the project and the surrounding area. The coordinates near the centroid of the property are 7° 44’ 13.06” S and 78° 31’ 05.87” W. The property is 1,000 hectares and is all with one contiguous block of property.

↑North

Note: This location map is copied from a previous geological report done for the property by MTC and the map was completed in May of 2012.

Figure 1 Property Location

Geology

The geology in the area of the property and surrounding areas in general have a regional stratigraphy, composed in large percentage of sequences of Mesozoic sedimentary rocks ranging from Jurassic in the western sector, then the Lower Cretaceous superior and in the northwest-northeast with Tertiary volcanic sequences, which cover much of the region, and the upper most are alluvial deposits from the recent Quaternary. There are also some Tertiary intrusive bodies that outcrop in the southwest area of the region.The local geology for the property consists of sedimentary units, corresponding to the Chimu Chicama formations, Santa, Carhuaz and Farrat, and the Alto Chicama River basin is characterized by outcrops of Mesozoic rocks that have the have major folding and fracturing. This folding is apparent in the Jurassic sedimentary rocks (Chicama formation) at lower levels near the Alto Chicama River. Chicama Formation is characterized by the presence of dark gray shales with interbedded sandstones, and slate gray tuffaceous quartz at some levels. The Chimu Formation is present in most of the study area, and is the most noticeable towards the south west and Chicama formation is exposed near the river. These formations are important because this is the horizon in the area of greatest interest because of the presence of coal seams and in some cases have the presence of sub-anthracite and anthracite, occurring with some areas as "lenses" in the bituminous coal. The following is the sedimentary sequence; sandstones, siltstones, shales, and black shales (Cobbing et al., 1996: 73-74). The two formations are exposed mostly in streams and Quina Shangala (erosional cut within the property), covering most of the local area. The Santa and Carhuaz formations, are not fully differentiated in the study area, having found areas with shales, siltstones, limestones, sandstones, quartzites and in some sectors they have small "lenses" of bituminous coal, but are of smaller magnitude. In summary these formations, especially the formation Chimú, are of great interest, as possible sources for economic development for the "Black Holes Property".There are granodioritic intrusive rocks that outcrop in the form of stocks, with the presence of a large intrusive towards the left of the village of Lajon (northwest corner of the property). This area is heavily disturbed and altered, and has the presence of metallic minerals, which is an association of the coal deposits of the basin Chicama (usually Au.).

The local geology for the property consists of sedimentary units, corresponding to the Chimú Chicama formations, Santa, Carhuaz and Farrat, and the Alto Chicama River basin is characterized by outcrops of Mesozoic rocks that have the have major folding and fracturing. This folding is apparent in the Jurassic sedimentary rocks (Chicama formation) at lower levels near the Alto Chicama River. Chicama Formation is characterized by the presence of dark gray shale with interbedded sandstones, and slate gray tuffaceous quartz at some levels. The Chimú Formation is present in most of the study area, and is the most noticeable towards the southwest and Chicama formation is exposed near the river. These formations are important because this is the horizon in the area of greatest interest because of the presence of coal seams and in some cases have the presence of sub-anthracite and anthracite, occurring with some areas as "lenses" in the bituminous coal. The following is the sedimentary sequence; sandstones, siltstones, shale, and black shale (Cobbing et al., 1996: 73-74). The two formations are exposed mostly in streams and Quina Shangala (erosional cut within the property), covering most of the local area. The Santa and Carhuaz formations, are not fully differentiated in the study area, having found areas with shale, siltstone, limestone, sandstone, quartzite and in some sectors they have small "lenses" of bituminous coal, but are of smaller magnitude. In summary these formations, especially the formation Chimú, are of great interest, as possible sources for economic development for the "Black Holes Property".

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There are granodioritic intrusive rocks that outcrop in the form of stocks, with the presence of a large intrusive towards the left of the village of Lajon (northwest corner of the property). This area is heavily disturbed and altered, and has the presence of metallic minerals, which is an association of the coal deposits of the basin Chicama (usually Au.).

These various Shangala features (used in sampling activities) are essentially a creek that dissects perpendicular to the outcrops surrounding the river Alto Chicama, both sectors have significant levels of bituminous coal, quite broken, which could be of value in the economic exploration to exploitation of the property.

The oldest rocks in the prospect of coal formations are the Upper Jurassic Chicama and overlie rocks of the ~~Chimu~~Chimú formation, this being the one with the anthracite coal and sub-anthracites plus it includes other sedimentary horizons with bituminous coal. These formations and especially above the village of Chimú is of great interest as a source of possible development of the mining project because they are the carriers of coal in the area and this is this geological unit which covers 80% of the area.

The studies done by MTC and later by Gustavson are not done to NI43-101 or coal industry standards to report resources and reserves. The property is currently without known reserves and current and planned exploration programs are exploratory in nature.

Current and planned exploration:

The previous work completed on or near the property has focused on geologic mapping and sampling via trenches at the outcrop areas and in old, existing tunnels. There are active small mining operations on the northwest area of the property that has also added information on the quality of the coal from the property.

The property’s evaluation and database will be greatly improved by a program of additional geologic mapping, trenching and most of all by completing 3-4 drill holes that provide core for sampling and testing, but also will be an important guide to the structure of the coal deposits. More drill holes are ~~requires~~required to define resources; the first suggested drilling program may define the need for additional drill holes due to the structural complexity of the coal beds.

Figure 2 shows many relevant features of the property. The map is very busy so some explanation is required.

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Note: this figure is also from the MTC Report of 2012 and shows many features of the property that are describe and explained in the text of this report.

Figure 2 Property Map showing Site Specific Features

The outline of the property is shown by a lavender line ~~which~~that defines a rectangle shape that is extended to the south. There is no north arrow, but there are grid lines that show north-south and east-west. The Alto Chicama River is in the south (bottom) of the figure and the features, some with red markings that cross the property in a northeast to southwest direction, are the features referred to as Shangalas. The small black marks towards the northwest are the small mines mentioned above.

The main feature from Figure 2 that will aid the exploration and drilling effort is the existing road that crosses the center of the property and is shown as a light blue, meandering line. The importance of this existing road is that it will give easy access to the center of the property where the proposed drill holes can be located. The coal deposits proposed to define first are south of the road and by setting up at various locations along the road and drilling at an angle towards the south will provide the best possibility to intersect and sample the coal seams. Four drill holes along the road can be spaced to provide data points to define some resources as Indicated. The exact drill sites will be defined in a combination of future site visits and geologic mapping, which is the first phase of exploration.

The cost and timing for the Phase I of drill hole siting and mapping is estimated at about $35,000 and will be started as soon as AIM has the necessary funds, the process is expected to take approximately 10 days. The planning for Phase 2, drilling, sampling, analysis and possible more trenching is estimated at $350,000 to include a drilling contractor, geologic support, sample analysis and reporting and could complete the 4 drilling program in 6 weeks. This data provided by Phase 1 and Phase 2 could then be utilized to develop a NI43-101 Resource Report and possible a Preliminary Economic Assessment (PEA).

The cost and timing for the required permitting for the property is as follows:

COSTS BREAKDOWN
DESCRIPTION	COSTS $	TIME
1. ENVIRONMENTAL IMPACT STUDY	50,000	6 months
Conceptual hydrological and hydrogeological study	25,000
2. START OF MINING OPERATIONS		4 months
Authorization of the surface land (titleholder) Mine plan Detailed Ventilation Study Detailed Geomechanics Study Seismic risk studies Design of explosives storage Occupational Health and Safety Plan Design of tailings storage	14,999 15,000 10,000 10,000 7,000 2,000 2,000 15,000
3. CLOSURE PLAN	35,000	4 months
4. PREPARATION OF FILE OF WATER USE ISSUED BY ANA	7,000	1 month
5. PREPARATION OF FILE FOR DISPOSAL OF WATER (DIGESA AND ANA)	5,000	1 month
6. LEGAL COSTS ASSOCIATED TO OBTAIN ALL THE AFOREMENTIONED PERMITS	50,000	Throughout the process
TOTAL COSTS $ 247,999

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COSTS BREAKDOWN

DESCRIPTION	COSTS $	TIME
1. ENVIRONMENTAL IMPACT STUDY	50,000	6 months
Conceptual hydrological and hydrogeological study	25,000
2. START OF MINING OPERATIONS		4 months
Authorization of the surface land (titleholder)	14,999
Mine plan	15,000
Detailed Ventilation Study	10,000
Detailed Geomechanics Study	10,000
Seismic risk studies	7,000
Design of explosives storage	2,000
Occupational Health and Safety Plan	2,000
Design of tailings storage	15,000
3. CLOSURE PLAN	35,000	4 months
4. PREPARATION OF FILE OF WATER USE ISSUED BY ANA	7,000	1 month
5. PREPARATION OF FILE FOR DISPOSAL OF WATER (DIGESA AND ANA)	5,000	1 month
6. LEGAL COSTS ASSOCIATED TO OBTAIN ALL THE AFOREMENTIONED PERMITS	50,000	Throughout the process
TOTAL COSTS $	$247,999

Summary

~~Gutavson~~Gustavson Associates based out of Boulder Colorado provided the technical information on the Peruvian property. Gustavson Associates is a mining consulting firm with over 30 years of extensive international experience. Mr. Karl D. Gurr of Gustavson Associates completed a site visit of the property together with visiting the Port of Salaverry located in Trujillo Peru and has reviewed numerous reports. Mr. Karl Gurr is a Registered Member of the Society of Mining Engineers and has degrees in Geology and Mining Engineering with over 25 years of direct experience in the coal industry, which defines Mr. Gurr’s status as a qualified person. As stated Mr. Gurr performed a property visit and a visit to the Port of Salaverry and confirms that the property is a known coal bearing area with sufficient past geologic study to merit additional work (exploration) to better define coal resource and eventually a plan for mining the resource. Any further exploration will be overseen and supervised by or through Mr. Gurr and will be focused on providing additional information to advance the project and to do it in a cost effective manner. Mr. Gurr has confirmed the infrastructure and property access already exists and the Port of Salaverry has the capability to store and ship the produced coal.

In addition to Mr. Gurr’s visit we solicited the efforts of amining ~~Mining~~engineer ~~Engineer/Geologist~~and ~~Mr.~~geologist Manuel Chumpitaz Cama. Mr. Cama has known the property for many years and he attended to extractive of coal samples from various mine tunnels within the property. Through the supervision of Mr. Cama samples of coal were taken from the property and delivered to the local university lab for testing. Following is the official results of the testing.

The legal and permitting information was provided to AIM by their team of Peruvian legal advisors based in Lima Peru.

Analysis of Coal Samples

The ~~table~~following ~~below~~report was ~~shows the result of an analysis of coal samples~~ obtained from ~~Aim’s~~world-renowned ~~property~~SGS inCanada ~~July 2014; the analysis was completed through the University in Peru~~Inc.:

WE WILL REQUIRE SIGNIFICANT ADDITIONAL FINANCING IN ORDER TO CONTINUE OUR EXPLORATION ACTIVITIES AND OUR ASSESSMENT OF THE COMMERCIAL VIABILITY OF OUR PROPERTIES. EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY, WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE INTO COMMERCIAL PRODUCTION.29

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~~While~~Table ~~we are very optimistic the properties contain minerals we are not sure. Our business plan calls for significant expenditures in connection with the exploration~~ of the property. We will, however, require additional financing in order to complete the remaining phases of the exploration program, and to conduct the economic evaluation that would be necessary for us to assess whether sufficient mineral reserves exist to justify commercial exploitation. We currently are in the exploration stage and have no revenue from operations. We currently do not have any arrangements in place for additional financing, and we may not be able to obtain financing on terms that are acceptable to us, or at all. If we are unable to obtain additional financing, we will not be able to continue our exploration activities and our assessment of the commercial viability of the property. Further, if we are able to establish that development of the property is commercially viable, our inability to raise additional financing at this stage would result in our inability to place the property into production and recover our investment.Contents

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Competition

We are a junior mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties.

We will also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral exploration companies. The presence of competing junior mineral exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.

We will also compete with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.

As at August 31, 2014, we had cash reserves of $1,862 and working capital deficit of $182,346. We do not have sufficient funds to enable us to complete this initial phase of our exploration programs for the mining claims. We will require additional financing in order to commence the initial phases of exploration of the properties. There is no assurance that will be able to obtain additional financing. Both advanced exploration and an economic determination will be contingent upon the results of our preliminary exploration programs and our ability to raise additional financing in order to proceed with advanced exploration and an economic evaluation. There is no assurance that we will be able to obtain any additional financing to fund our exploration activities.

Patents, Trademarks, Franchises, Royalty Agreements or Labor Contracts

We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis.

Research and Development

We have not spent any amounts on research and development activities during the year ended August 31, ~~2014~~2016. We anticipate that we will not incur any expenses on research and development over the next 12 months. Our planned expenditures on our operations or a business combination are summarized under the section of this annual report entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations”.

Employees and Employment Agreements

At present, we have no employees other than our ~~President~~executive officers and ~~CEO/Director~~directors. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.

~~Subsidiaries~~Available Information

WeThe ~~have~~Company ~~one~~is ~~wholly~~a Nevada corporation with its principal executive office located at 170 S Green Valley Pkwy, Suite 300 Henderson, Nevada 89012. The Company's telephone number is (844) 246-~~owned~~7378. ~~subsidiary~~The Company's website address is www.aimexplorationcom. Our website contains links to download free of charge our Annual Reports on Form 10-K, ~~Aim~~Quarterly ~~Exploration~~Reports SAon inForm ~~Peru~~10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Unless expressly noted, none of the information on our website is part of this prospectus.

Offices

We do not currently own any property or real estate of any kind. Our executive offices are located at 701 North Green Valley Parkway, Suite 200, Henderson Nevada, 89012

Legal Proceedings

There are no pending or threatened lawsuits against us.

Market for Common Equity and Related Stockholder Matters

Market InformationThere is a limited public market for our common shares. Our common shares are quoted on the OTC Bulletin Board under the symbol “AEXE”. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.Our common stock became eligible for quotation on the OTC Bulletin Board on July 18, 2013. As of May 8, 2015, only a minimal amount of shares have traded on the OTCQB and the market price for our common shares is $0.17 per share.

Stockholders of Our Common SharesAs of May 8, 2015, there were approximately 42 holders of record of our common stock.

~~Rule~~Table ~~144 Shares A person who has beneficially owned restricted shares~~ of our common stock for at least six months is entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding the sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Contents

~~Persons~~LEGAL who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding the sale, are subject to additional restrictions. Such person is entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following: PROCEEDINGS

·A company called Tarpon Bay commenced legal action with the company as at August 30, 2016 claiming the company owed them $78,678. The company is disputing the claim and it is currently in the hands of the courts. This relates to the S-1 registration statement that became effective June 1, 2015. The S-1 that was registered in the name of Southridge Capital and the amount of the claim represents the “standby fee”. In view of the fact that the equity line of credit with Southridge Capital was completed wrong and could not be utilized technically Southridge or Tarpon Bay was not on “standby”. The S-1 registration statement was approved by Southridge (Tarpon Bay) in- house legal department prior to submitting to the SEC for registration." There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest. On April 11, 2017, Tarpon Bay dismissed the action without prejudice.

On December 22, 2016, LG Capital Finance filed a complaint with the United States District Court, Southern District of New York (Case No: 1”17-cv-3118) against the company. In the complaint, LG Capital Finance indicated that on June 5, 2015, the company entered into a Securities Purchase Agreement (the “June 15,2015 SPA”) and the company issued LG a 8% ofConvertible Note in the ~~total~~principal ~~number~~amount of ~~securities~~$57,875 (“the ofJune 5 Note”). In the ~~same~~complaint ~~class~~LG ~~then~~seeks ~~outstanding~~damages for breach of contract, ~~which~~unjust ~~will~~enrichment ~~equal~~and ~~891~~legal fees. On August 14,~~000~~ ~~shares~~2017, asthe ofcompany made a motion to dismiss the ~~date~~case and to declare the note void under New York’s criminal usury statute for charging a rate of ~~this~~interest ~~prospectus; or~~exceeding 25%. The penalty in New York for charging a criminally usurious rate of interest is forfeiture of the loans principal and interest pursuant to NY’s Gen. Oblig. Law 5-511. The motion to dismiss has been fully briefed and is awaiting the court’s decision.

·On April 16, 2017, Adar Bays, LLC filed an amended complaint with the United States District Court, Southern District of New York (Case No: 1:17-cv-1290) against the Company, in the complaint, Adar Bays indicated that (i) on November 6, 2014, the Company and Adar Bays entered into a Securities Purchase Agreement (“the November 6, SPA”) and the Company issued Adar Bays an 8% Convertible Note in the principal amount of $45,000.00 (the November 6, 2014 Note”). In the complaint Adar Bays seeks damages for breach of contract, unjust enrichment and legal fees. On August 25, 2017, the company made a motion to dismiss the case and to declare the note void under New York’s criminal usury statute for charging a rate of interest exceeding 25%. The penalty in New York for charging a criminally usurious rate of interest is forfeiture of the loans principal and interest pursuant to NY’s Gen. Oblig. Law 5-511. The motion to dismiss has been fully briefed and is awaiting the court’s decision.

~~the~~MARKET ~~average~~PRICE ~~weekly~~OF ~~trading~~AND ~~volume~~DIVIDENDS ON ofOUR ~~such~~COMMON ~~securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;~~EQUITY

~~Provided,~~AND inRELATED ~~each~~STOCKHOLDER ~~case that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.~~ MATTERS

~~Such~~Market ~~sales must also comply with the manner of sale and notice provisions of Rule 144.~~ Information

AsOur ofcommon ~~the~~stock ~~date~~trades ofon ~~this~~the ~~prospectus~~Principal Market ~~none~~operated ofby ~~our~~the ~~shares~~OTC ~~are~~Markets ~~eligible~~Group, ~~for resale pursuant to Rule 144~~Inc.~~Stock~~, ~~Option~~or ~~Grants~~“Principal ~~To date~~Market,” weunder ~~have~~the ~~not~~ticker ~~granted~~symbol ~~any stock options~~“AEXE.” The ~~Registration~~following ~~Rights~~table Wesets ~~have~~forth ~~not~~the ~~granted~~range ~~registration~~of ~~rights~~high toand ~~the~~low ~~selling~~closing ~~shareholders~~bid orquotes toof ~~any~~our ~~other~~common ~~persons.~~stock ~~DividendsThere~~per ~~are~~quarter noas ~~restrictions~~reported inby ~~our~~the Principal ~~articles~~Market offor ~~incorporation~~the orpast ~~bylaws~~two ~~that~~fiscal ~~prevent~~years usended ~~from~~August ~~declaring~~31, ~~dividends. The~~2017 ~~Nevada~~and ~~Revised Statutes~~2016, ~~however,~~respectively. doAll ~~prohibit~~quoted usprices ~~from~~reflect ~~declaring~~inter-dealer prices ~~dividends~~without ~~where~~retail mark-up, ~~after~~mark-down ~~giving~~or ~~effect~~commission toand ~~the~~may ~~distribution~~not ofnecessarily ~~the~~represent ~~dividend:~~actual transactions.

	Price Range
Quarter Ended	High		Low
August 31, 2017	$	0.011	$	0.0035
May 31, 2017	$	0.0119	$	0.0051
February 28, 2017	$	0.0271	$	0.0032
November 30, 2016	$	0.011	$	0.0005

August 31, 2016	$	0.20	$	0.006
May 31, 2016	$	0.95	$	0.06
February 29, 2016	$	73.75	$	0.40
November 30, 2015	$	127.5	$	32.5

~~We would not be able to pay our debts as they become due in the usual course of business; or~~Holders

2As of November 28, 2017, we had approximately 59 holders of record of our common stock, one of which was Cede & Co., a nominee for Depository Trust Company, or DTC. Shares of common stock that are held by financial institutions as nominees for beneficial owners are deposited into participant accounts at DTC, and are considered to be held of record by Cede & Co. as one stockholder.

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

~~Plan~~Table of ~~Operation~~Contents

We have not yet commenced operations beyond working on development of a detailed business plan following the results of our further exploration. Over the ensuing 12 months, it is our intention to meet certain objectives within the time periods specified subject to obtaining the funding necessary for the continued operations of the Peruvian and Raval claims:Dividends

·To date, the Company has not declared or paid any cash dividends since its inception, and does not intend to declare any such dividends in the foreseeable future. Our ability to pay dividends is subject to limitations imposed by Nevada law. Under Nevada law, dividends may be paid to the extent that a corporation’s assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business.

~~Within~~Recent ~~the~~Sales ~~first~~of ~~three~~Unregistered Securities; ~~months~~Use weof ~~intend~~Proceeds tofrom ~~secure~~Registered ~~the necessary permits and/or exemptions to commence our initial stages of exploration;~~Securities

·On May 19, 2017, the Company issued to Power Up Lending Group Ltd. a convertible promissory note in the principal amount of $63,000, in connection with a Securities Purchase Agreement entered into by the parties on May 19, 2017. The note accrues interest at a rate of 12% per annum, with a maturity date of February 28, 2018. The holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at a price equal to 61% of the lowest trading price of the common stock during the 15 trading days prior to issuing a notice of conversion to the Company.

IfOn ~~warranted~~June 26, 2017, the Company issued to Power Up Lending Group Ltd. a convertible promissory note in the principal amount of $33,000, in connection with a Securities Purchase Agreement entered into by the ~~results~~parties on June 26, 2017. The note accrues interest at a rate of ~~our~~12% ~~initial~~per ~~phase~~annum, with a maturity date of ~~exploration~~March we30, ~~intend~~2018. toThe ~~proceed~~holder ~~with~~of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at a ~~further~~price ~~phase~~equal to 61% of ~~recommended~~the ~~exploration~~lowest ~~programs;~~trading price of the common stock during the 15 trading days prior to issuing a notice of conversion to the Company.

·On September 11, 2017, the Company entered into an Equity Purchase Agreement (the “L2 Purchase Agreement”) with L2 Capital, LLC (“L2 Capital”). Under the L2 Purchase Agreement, the Company may from time to time, in its discretion, sell shares of its common stock to L2 Capital for aggregate gross proceeds of up to $5,000,000. Unless terminated earlier, L2 Capital’s purchase commitment will automatically terminate on the earlier of the date on which L2 Capital shall have purchased Company shares pursuant to the Purchase Agreement for an aggregate purchase price of $5,000,000 or September 11, 2020. The Company has no obligation to sell any shares under the L2 Purchase Agreement.

WeOn ~~anticipate~~September ~~spending~~11, ~~approximately~~2017, ~~$120~~the Company issued to L2 Capital,~~000~~ onLLC. ~~ongoing~~a ~~general~~convertible ~~and~~promissory ~~administrative~~note ~~expenses~~in ~~consisting~~the ~~primarily~~principal amount of ~~professional~~$222,222, ~~fees~~in ~~for~~connection with a Securities Purchase Agreement entered into by the ~~audit~~parties ~~and~~on ~~legal~~September ~~work~~11, ~~relating~~2017. toThe ~~our~~note ~~regulatory~~accrues ~~filings~~interest at a rate of 8% per annum, and ~~permitting~~will be issued in ~~Peru~~a ~~and~~number of tranches, with the ~~Philippines~~maturity dates of each tranche being six months from the effect date of the respective payment. In The ~~addition~~holder weof ~~will~~the benote ~~paying~~may ~~transfer~~convert ~~agent~~any ~~fees,~~or ~~claim~~all ~~fees~~of ~~and~~the ~~general~~principal ~~office~~outstanding ~~and~~into ~~consulting~~shares ~~expenses~~of the Company’s common stock at a price equal to 60% of the lowest trading price of the common stock during the 30 trading days prior to issuing a notice of conversion to the Company.

AsOn atSeptember ~~February 28~~11, ~~2015~~2017, wethe ~~had~~Company issued ~~cash~~to ~~reserves~~L2 ~~of $59~~Capital,~~190~~ ~~and working capital deficit of $486,642~~LLC. We ~~anticipate~~(“L2 ~~that~~Capital”) ~~our~~a ~~cash~~convertible ~~and~~promissory ~~working~~note ~~capital~~in ~~will~~the ~~not~~principal beamount ~~sufficient~~of to$150,000, ~~enable~~in usconnection with toa ~~complete~~Securities ~~phase~~Purchase ~~one~~Agreement ofentered ~~our~~into ~~exploration~~by ~~program and to pay for~~ the ~~costs~~parties ofon ~~this~~September ~~offering~~11, ~~and~~2017. ~~our~~This ~~general~~note ~~and~~was ~~administrative~~issued ~~expenses~~by ~~for~~ the ~~next~~Company ~~12 months. Also, our ability~~ to L2 ~~complete~~Capital ~~phase~~as ~~two~~a ofcommitment ~~the~~fee, ~~recommended~~pursuant ~~work program will be subject~~ to usthe ~~obtaining~~L2 ~~additional~~Purchase ~~financing~~Agreement asdetailed ~~these~~in ~~expenditures~~item ~~will~~“c” ~~exceed our cash reserves~~above. ~~During~~ ~~the~~The 12note ~~month~~accrues interest ~~period~~at ~~following~~a ~~the~~rate ~~date~~ of ~~this~~8% ~~registration~~per ~~statement~~annum, wewith ~~anticipate~~a ~~that~~maturity wedate ~~will~~of ~~not~~September ~~generate any revenue. Accordingly~~11, ~~we will be required to obtain additional financing in order to continue our plan of operations~~2018. We ~~believe~~The ~~that~~holder ~~debt financing will not be an alternative for funding additional phases~~ of ~~exploration~~the asnote wemay doconvert ~~not have tangible assets to secure~~ any ~~debt~~or ~~financing. We~~all ~~anticipate~~of the ~~that~~principal ~~additional~~outstanding ~~funding~~into ~~will~~shares ~~be in the form~~ of ~~equity financing from~~ the ~~sale~~Company’s ~~of our~~ common stock~~. However,~~ weat doa ~~not~~price ~~have~~equal ~~any financing arranged and we cannot provide investors with any assurance that we will be able~~ to ~~raise~~60% ~~sufficient~~of ~~funding~~the ~~from~~lowest ~~the~~trading ~~sale~~price of the ~~our~~ common stock toduring ~~fund phase two of our exploration program. In~~ the ~~absence~~30 oftrading ~~such~~days ~~financing,~~prior ~~we will not be able~~ to ~~continue~~issuing ~~exploration~~a notice of ~~our~~conversion ~~Raval and Peru claims and our business plan will fail. Even if we are successful in obtaining equity financing~~ to ~~fund phase two our exploration program, there is no assurance that we will obtain~~ the ~~funding necessary to pursue any advanced exploration of our Raval and Peru claims following the completion of phase two~~Company. ~~If we do not continue to obtain additional financing, we will be forced to abandon our Raval and Peru claims and our plan of operations will fail.~~

WeSecurities ~~may~~Authorized ~~consider entering into a joint venture arrangement to provide the required funding to develop the Raval and Peru claims. We have not undertaken any efforts to locate a joint venture participant~~ for ~~the~~Issuance ~~Raval~~Under ~~and~~Equity Peru claims. Even if we determined to pursue a joint venture participant, there is no assurance that any third party would enter into a joint venture agreement with us in order to fund exploration of our Raval and Peru claims. If we entered into a joint venture arrangement, we would likely have to assign a percentage of our interest in our Raval and Peru claims to the joint venture participant.Results of Operations for the Fiscal Year Ended August 31, 2014 compared to the Fiscal Year Ended August 31, 2013 and the Period from February 18, 2010 (Inception) to August 31, 2014Compensation Plans

We ~~did~~do not ~~earn~~have any ~~revenues~~equity ~~for the period from February 18, 2010 (Inception) to August 31, 2014~~compensation plans. We incurred operating expenses in the amount of $183,032 during the fiscal year ended August 31, 2014, compared to operating expenses of $47,901 for the fiscal year ended August 31, 2013. These operating expenses were comprised of mineral property expenditures of $80,084 (2013-$nil), filing fees of $11,664 (2013-$nil), office and general fees of $38,446 (2013 - $19,154), professional fees of $52,838 (2013 - $26,712), and imputed interest of $Nil (2013 - $2,035). From the period from February 18, 2010 (Inception) to August 31, 2014, we incurred total operating expenses of $307,381. These operating expenses were comprised of mineral property expenditures of $80,084, filing fees of $11,664, office and general fees of $65,349, professional fees of $144,914, imputed interest of $2,035, and an impairment of an investment of $3,335. The professional fees consist of the expenses associated with this offering such as legal, accounting and auditing fees.

Revenues

We have had no operating revenues since our inception on February 18, 2010 to August 31, 2014. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the next twelve months.

Personnel Plan

We do not expect any material changes in the number of employees over the next 12-month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.

Results of Operations for the Fiscal Year Ended August 31, 2017 compared to the Fiscal Year Ended August 31, 2016

We did not earn any revenues for the period from February 18, 2010 (Inception) to August 31, 2017. We incurred a net loss in the amount of $1,865,523 during the fiscal year ended August 31, 2017, compared to a net loss of $1,141,304 for the fiscal year ended August 31, 2016. These operating expenses were comprised of mineral property expenditures of $16,872 (2016: $22,916), consulting fees of $184,534 (2016: $70,437), filing fees of $14,780 (2016: $15,831), finder’s fees of $Nil (2016: $15,000), office and general fees of $46,349 (2016: $54,710), professional fees of $56,817 (2016: $105,409), public relations expense of $71,164 (2016: $72,854), related party – director’s fees of $397,833 (2016: $Nil), and related party – management fees of $187,500 (2016: $216,000). We wrote-down accounts receivable of $Nil (2016: $45,800), incurred a loss on settlement of debt in the amount of $741,144 (2016: $Nil), and incurred the following expenses related to the convertible: accretion of $76,084 (2016: $529,914), interest expense of $63,953 (2016: $62,431), finance costs of $51,828 (2016: $197,571) from amortization of debt discounts and excess of derivative liability over the face value of the notes, and a change in the fair value of the derivative liability of $108,440 (2016: $206,052).

Revenues

We have had no operating revenues since our inception on February 18, 2010 to August 31, 2017.

Expenses

We incurred ~~operating~~a ~~expenses~~net loss in the amount of $~~183~~1,~~032~~865,523 during the fiscal year ended August 31, ~~2014~~2017, compared to ~~operating~~a ~~expenses~~net loss of $471,~~901~~141,304 for the fiscal year ended August 31, ~~2013~~2016. These operating expenses were comprised of mineral property expenditures of $8016,~~084~~872 (~~2013-~~2016: $~~nil~~22,916), consulting fees of $184,534 (2016: $70,437), filing fees of $1114,~~664~~780 (~~2013-~~2016: $~~nil~~15,831), finder’s fees of $Nil (2016: $15,000), office and general fees of $3846,~~446~~349 (~~2013~~2016: - $1954,~~154~~710), professional fees of $5256,~~838~~817 (~~2013~~2016: - $26105,~~712~~409), ~~and~~public ~~imputed~~relations ~~interest~~expense of $~~Nil~~71,164 (~~2013~~2016: - $272,~~035~~854)~~. From~~, related ~~the~~party ~~period~~– ~~from~~director’s ~~February~~fees 18of $397,833 ~~2010~~ (~~Inception~~2016: $Nil), toand ~~August~~related 31party – management fees of $187,500 ~~2014~~(2016: $216,000). weWe ~~incurred~~wrote-down ~~total~~accounts ~~operating~~receivable ~~expenses~~ of $~~307~~Nil (2016: $45,~~381. These~~800), ~~operating~~incurred ~~expenses~~a ~~were~~loss ~~comprised~~on settlement of ~~mineral~~debt ~~property~~in ~~expenditures~~the amount of $80741,~~084~~144 (2016: $Nil), ~~filing~~and ~~fees~~incurred ofthe ~~$11,664,~~following ~~office~~expenses ~~and~~related ~~general~~to ~~fees~~the convertible: accretion of $6576,~~349,~~084 ~~professional~~(2016: ~~fees of~~ $~~144~~529,914), ~~imputed~~ interest expense of $263,~~035,~~953 ~~and~~(2016: an$62,431), ~~impairment~~finance ofcosts ~~an investment~~ of $351,~~335. The~~828 ~~professional~~(2016: ~~fees~~$197,571) ~~consist~~from amortization of ~~the~~debt ~~expenses~~discounts ~~associated~~and ~~with~~excess ~~this~~of ~~offering~~derivative liability ~~such~~over asthe ~~legal,~~face ~~accounting~~value ~~and~~of ~~auditing~~the ~~fees.~~notes, ~~The~~and ~~office~~a ~~and~~change ~~general~~in ~~expenses~~the ~~consists~~fair value of ~~utilities,~~the ~~insurance~~derivative ~~and~~liability ~~office~~of ~~supplies~~$108,440 (2016: $206,052).

Liquidity and Capital Resources

As at August 31, ~~2014~~2017, we had cash reserves of $~~1,862~~802 and working capital deficit of $~~182~~2,~~346~~273,317. As at August 31, ~~2013~~2016, we had cash reserves of $~~8,146~~417 and working capital deficit of $542,~~314~~227,835.

Cash Used in Operating Activities

Net cash used in operating activities was $~~149~~302,~~378~~312 during the fiscal year ended August 31, ~~2014~~2017, compared to $42409,~~532~~984 for the fiscal year ended August 31, ~~2013~~2016. ~~From~~ ~~the period from February 18, 2010 (Inception) to August 31, 2014 we used net cash of $239,619 in operating activities.~~

Cash from Financing Activities

We have funded our business to date primarily from sales loans from related parties, as well as sales of our common stock. During the fiscal year ended August 31, 2014, we raised a total of $143,094 in financing activities. This was comprised of a loan from our director and key management personnel of $143,094. During the fiscal year ended August 31, 2013, we raised a total of $29,887 in financing activities. From our inception, on February 18, 2010, to August 31, 2014, we have raised a total of $241,481 from financing activities, including $68,000 from the sale of our common stock and $173,481 in loans from a director and key management personnel.

Results of Operations for the Six months Ended February 28, 2015 Compared to the Same Period in 2014, and From February 18, 2010 (Inception) to February 28, 2015

No Revenues

Since our inception on February 18, 2010 to February 28, 2015, we have not yet earned any revenues. As of February 28, 2015, we have an accumulated deficit of $736,777. At this time, our ability to generate any significant revenues continues to be uncertain. Our financial statements contain an additional explanatory paragraph in Note 1, which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Net Loss

We incurred a net loss of $429,396 for the six months ended February 28, 2015 compared to our net loss of $76,250 for the six months ended February 28, 2014. The increase in net loss was mainly due to increased public relation, professional, finder’s fees, consulting and exploration fees as well as finance and interest costs related to the derivative liability component of the convertible notes issued during the period. Since February 18, 2010 (date of inception) to February 28, 2015, we have incurred a net loss of $736,777.

Expenses

Our total operating expenses for the six months ended February 28, 2015 were $429,396 compared to $76,250, for the same period in 2014. Our finder’s fee expense increased by $9,000 from $Nil for the six months ended February 28, 2014. Office and general expenses decreased by $3,033 from $15,428 for the six months ended February 28, 2014 compared to $12,396 for the six months ended February 28, 2015. Our office and general expenses consist of management and consulting fees, bank charges, travel, meals and entertainment, office maintenance, communications (cellular, internet, fax and telephone), courier, postage costs and office supplies. Our professional fees increased from $16,207 for the six months ended February 28, 2015 to $76,713 for the six months ended February 28, 2015. Public relation costs increased from $Nil for the six months ended February 28, 2014 to $133,132 for the six months ended February 28, 2015. Finance costs increased from $Nil for the six months ended February 28, 2014 to $151,135 for the six months ended February 28, 2015, and were related to the derivative liability component of the convertible notes issued during the period.

~~Liquidity~~Table ~~and~~of ~~Capital Resources~~Contents

AsCash at February 28, 2015, our total assets were $499,569 compared to $354,336 in total assets at August 31, 2014. As at February 28, 2015, our current liabilities were $659,242, which was comprised of accounts payable of $87,609, loans from ~~related~~Financing party of $306,238, convertible notes, net of unamortized discount of $34,988 and a derivative liability of $230,407. Stockholders’ deficit was $159,673 as of February 28, 2015 compared to stockholders' equity of $89,623 as of August 31, 2014. Activities

~~Cash~~We have ~~Flows~~funded our business to date primarily from ~~Operating~~the ~~Activities~~issuance of convertible notes, loans from related parties, as well as sales of our common stock. During the fiscal year ended August 31, 2017, we raised a total of $302,697 in financing activities. This was comprised of the issuance of convertible debt in the amount of $96,000, loans received in the amount of $74,620, and loans from our director and key management personnel of $132,077. During the fiscal year ended August 31, 2016, we raised a total of $408,052 in financing activities. This was comprised of the issuance of convertible debt in the amount of $215,000, loans received in the amount of $69,350, and loans from our director and key management personnel of $123,702.

We have not generated positive cash flows from operating activities. For the six months period ended February 28, 2015, net cash flows used in operating activities was $167,679, compared to $73,846 for the same period in 2014. For the period from inception (February 18, 2010) to February 28, 2015, net cash from operating activities was $407,298.

Cash Flows from Financing Activities

We have financed our operations primarily from advancements, convertible notes or the issuance of equity. For the six month period ended February 28, 2015 net cash provided by financing activities was $225,007 compared to the six month period ended in 2014, which was $78,257. For the period from inception (February 18, 2010) to February 28, 2015, net cash provided by financing activities was $466,488 received from proceeds from issuance of common stock, convertible notes and related party loans.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive exploration activities. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for other financing to fund our planned exploration activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.We have not attained profitable operations and are dependent upon obtaining financing to pursue marketing and distribution activities. For these reasons, there is substantial doubt that we will be able to continue as a going concern.

We have not attained profitable operations and are dependent upon obtaining financing to pursue marketing and distribution activities. For these reasons, there is substantial doubt that we will be able to continue as a going concern.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Basis of Accounting

Our Company’s financial statements are prepared using the accrual method of accounting. The Company has elected an August year-end.

Cash Equivalents

Our Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Stock-Based Compensation

Our Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Recently Issued Accounting Pronouncements

Our Company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.

~~Changes~~Table Inof ~~and Disagreements with Accountants~~Contents

WeContractual ~~have had no changes in or disagreements with our accountants.~~ Obligations

~~Available~~As ~~Information~~a “smaller reporting company” we are not required to provide tabular disclosure obligations.

WeCHANGES ~~have~~IN ~~filed~~AND ~~with~~DISAGREEMENTS the Securities and Exchange Commission a registration statement on Form S-1. For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The registration statement and other information filed with the SEC are also available at the web site maintained by the SEC at http://www.sec.gov. WITH ACCOUNTANTS

~~Directors,~~ON ~~Executive~~ACCOUNTING ~~Officers,~~AND ~~Promoters~~FINANCIAL ~~and Control Persons~~DISCLOSURE

~~All~~On ~~directors~~January of12, ~~our~~2017, ~~company~~the ~~hold~~Company dismissed ~~office~~Anton ~~until~~& ~~the~~Chia ~~next~~LLP ~~annual~~as ~~meeting of~~ the ~~security~~Company’s ~~holders~~principal oraccountant ~~until~~and ~~their~~auditor. ~~successors~~The ~~have~~auditor’s ~~been~~reports ~~elected~~on ~~and~~the ~~qualified. The~~financial statements ~~officers~~for either of ~~our~~the ~~company~~past ~~are~~two ~~appointed~~years bycontained ~~our~~no ~~board~~adverse ofopinion ~~directors~~or ~~and~~disclaimer ~~hold~~of ~~office~~opinion, ~~until~~nor ~~their~~were ~~death,~~they ~~resignation~~qualified or ~~removal~~modified as ~~from~~to ~~office. Our~~uncertainty, ~~directors~~audit ~~and~~scope, ~~executive~~or ~~officers~~accounting principles, ~~their~~except ~~ages,~~for ~~positions~~a ~~held,~~going ~~and~~concern ~~duration~~qualification. asThe ~~such,~~Company’s ~~are~~Board asof Directors ~~follows:~~approved this dismissal.

Name	Age	Position
Mr. James Robert Todhunter	63	President, CEO & Director
Mr. Gregorio Formoso	51	Secretary, Treasurer, CFO & Director
Mr. Guil Rivera	61	Director

On or about January 12, 2017, the Company’s Board of Directors approved the engagement of BF Borgers CPA PC as its principal accountant to audit the Company’s financial statements. During the Company’s two most recent fiscal years or subsequent interim period, the Company has not consulted with BF Borgers CPA PC regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements. Neither has BF Borgers CPA PC provided advice to the Company, either written or oral, that has been deemed an important factor considered by the Company in reaching a decision as to its accounting, auditing or financial reporting.

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

DIRECTORS AND EXECUTIVE OFFICERS

Identification of Directors and Executive Officers

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name

Age

Position

Mr. James Robert Todhunter	64	President, CEO& Director
Mr. Gregorio Formoso	52	Secretary, Treasurer, CFO & Director
Dr. Carlos Arias Eguiguren	54	Director

Table of Contents

James Robert Todhunter, President, CEO, Director

Mr. Todhunter has been our President, Chief Executive Officer and a Director since September 18, 2014. From 2007 to present, Mr. Todhunter has been a director or officer of Percana Mining Corp, a private company. He has accrued a monthly fee of $15,000 per month since September 1, 2014.

Gregorio Formoso, Secretary, Treasurer, CFO, Director

Mr. Formoso has been our ~~officers~~sole officer and a director since our inception on February 18, 2010. He is responsible for directing the focus of our operations as well as handling our day to day operations including sourcing new customers as well as locating suppliers and consultants that we need to contract. From 2010 ~~until~~through the present, Mr. Formoso has been the Vice- President for Operations at PharmaCanada, Inc., a provider of early cancer detection technology in the Philippines. As VP for Operations, he was instrumental in setting up the first quantitative cytology laboratory in the Philippines, which uses a new proprietary technology from Canada. This included sourcing all the essential equipment, materials and supplies to operate the laboratory and establishing an effective and efficient process for the distribution and retrieval of specimen collection kits between the central laboratory and partner hospitals, clinics and diagnostic centers. From 2006 to 2010, he was President and COO of Asialink Business Process Outsourcing, Inc., a provider of outsourced payroll services to companies in the Philippines. He is also a Director and Vice President at Sherpa Global Supply Chain Solutions Center, Inc., a consultancy and learning center, specializing in Logistics and Supply Chain Management, that he helped set up in 2009.

Prior to these, Greg developed a career in logistics and supply chain management, occupying various management positions over a span of 23 years in the different units of San Miguel Corporation, the largest food, beverage and packaging materials conglomerate in the Philippines.

Gregorio Formoso was employed at San Miguel Corporation (“SMC”) for over 23 years, including 10 years of ~~which~~ holding various managerial positions in the beverage business. In 1999, he was involved in the acquisition and integration of Sugarland Beverage Corporation into SMC’s non-liquor business. He was also involved in new package development where he became familiar with SMC’s glass business, where he still maintains a number of contacts. After leaving SMC in 2007, he was involved in the start-up of a Business Process Outsourcing company, offering outsourced payroll. In 2011, he was instrumental in the start-up of a company offering innovative early cancer detection technology (the first in the Philippines and in Asia).

In 2010, Mr. Formoso was influential convincing Alice Raval-Ventura to look for joint venture partners for the further development and operation of the Raval mining claims. He was responsible for initiating and developing the transaction proposal.

All of Mr. Formoso’s extensive experience outlined above led to our decision he should serve as our director.

Mr. Formoso will remain as our officer until he resigns or is replaced. He will serve as a director for a one -year term or until his successor is elected and qualified or until his earlier resignation or removal.

39 Dr. Carlos Arias Eguiguren, Director

MrDr. ~~Rivera~~Arias has ~~been~~ sustained a ~~director~~long ~~since~~and ~~our~~distinguished ~~inception~~career onin ~~February~~the ~~18,~~mining ~~2010. His~~industry ~~role~~throughout ~~with us includes overseeing~~ the ~~activities~~world. ofDr. ~~our~~Arias ~~officers~~is asalso ~~well~~a aslawyer ~~protecting~~specializing ~~our shareholders interest~~ in ~~our company~~mining law. ~~From~~ ~~July~~He ~~2004~~was ~~until~~formally ~~Present,~~educated ~~Mr.~~in ~~Rivera~~Ecuador ~~has~~where ~~been~~he ~~Chief~~received ~~Executive~~a ~~Officer~~law ~~and~~degree ~~Director~~in of1989 ~~PharmaCanada~~and ~~Inc.,~~later a ~~private~~doctorate ~~company~~in ~~registered~~law in ~~the Philippines~~2000. ~~From~~ ~~May~~He ~~2011~~received his ~~until~~Master's ~~present~~Degree ~~Mr.~~in ~~Rivera~~International ~~has~~Business ~~been~~Legal ~~the~~Studies ~~President~~(IBLS) ~~and~~in ~~Director~~1993 offrom ~~Global~~the ~~Filipino~~University ~~Solutions~~of ~~Inc.,~~Exeter ~~a private company registered~~ in the ~~Philippines. From~~United ~~July 2011 to present~~Kingdom, followed ~~Mr.~~by ~~Rivera~~a ~~has~~diploma ~~been~~in ~~Director~~transactional ~~and~~contracts ~~Chairman~~from ofthe ~~Paladino~~International ~~Management and~~ Development ~~Corp.,~~Law aInstitute ~~private~~in ~~company~~Rome, ~~registered~~Italy inthat ~~the~~same ~~Philippines~~year.

~~A holder of Bachelor of Science degree in Commerce major in Management, he has extensive knowledge in the fields of investment, securities operations and e-commerce particularly in payment processing.~~ 40

~~All~~Table of ~~Mr. Rivera’s extensive experience outlined above lead to our decision should serve as our director.~~Contents

MrDr. ~~Rivera~~ ~~will~~Arias ~~serve~~is a asformer ~~our~~Director ~~director~~of ~~for~~the aEcuadorian ~~one~~Chamber ~~year~~of ~~term~~Mines, orserving ~~until~~terms ~~his~~in ~~successor~~1996-1998 isand ~~elected~~2001-2005. He has served with several mining companies and ~~qualified~~has orbeen ~~until~~responsible ~~his~~for ~~earlier~~important ~~resignation~~mining orprojects ~~removal~~pertaining to acquisition and development. MrFrom 1993-1995, Dr. ~~Rivera~~Arias ~~has~~served ~~not~~as ~~held~~President ~~any~~of ~~other~~Ecuadorian ~~directorships~~Minerals inCorporation a(now ~~company~~International Minerals) and was charged with the aacquisition ~~class~~and consolidation of ~~securities~~the ~~registered~~Gaby ~~pursuant~~and toRio ~~section~~Blanco 12(formerly San Luis) mining projects. From 2001-2004, he served as General Manager of ~~the~~Aurelian ~~Exchange~~Resources, ~~Act~~where orhe ~~subject~~was toresponsible for the ~~requirements~~acquisition of ~~section~~the ~~15(d)~~La Zarza mining project and the consolidation of ~~such~~35 ~~Act~~concessions orinto ~~any~~a ~~company~~single ~~registered~~90,000-hectare project. From 2000-2008, Dr. Arias served as anGeneral ~~investment~~Manager ~~company~~of Avalanche ~~under~~Resources, where he was instrumental in acquiring ten mining concessions in Ecuador and the ~~Investment~~Alto ~~Company~~El ~~Act~~Toro ofgold project ~~1940~~in Colombia.

Currently, Dr. Arias serves as Vice President and Director of Fort St. James Nickel Corp. of British Colombia; General Manager of Lateegra Ecuador S.A.; associate of Investbank Corp.; and Executive Director for the Andean Region of OIS & Associates. Additionally, he maintains a busy legal practice, serving as advisor to many corporations.

Identification of Significant Employees

We have no significant employees, other than James Robert Todhunter and Gregorio Formoso.

Family Relationships

There are no family relationships among our officers or directors.

Legal Proceedings

No officer, directors or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

-§ Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

§ Any ~~bankruptcy~~conviction ~~petition~~in ~~filed by or against any business of which such person was~~ a ~~general~~criminal ~~partner~~proceeding or ~~executive~~being ~~officer~~subject ~~either~~to ata ~~the~~pending ~~time~~criminal ofproceeding ~~the~~(excluding ~~bankruptcy~~traffic orviolations ~~within~~and ~~two~~other ~~years~~minor ~~prior to that time~~offenses);

-§ Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

~~Any~~§ ~~conviction~~Being found by a court of competent jurisdiction (in a ~~criminal~~civil ~~proceeding~~action), the Securities and Exchange Commission or ~~being~~the ~~subject~~Commodity Futures Trading Commission to have violated a ~~pending~~federal ~~criminal~~or ~~proceeding~~state ~~(excluding~~securities ~~traffic~~or ~~violations~~commodities law, and ~~other~~the ~~minor~~judgment ~~offenses);~~has not been reversed, suspended, or vacated.

-Audit Committee and Audit Committee Financial Expert

~~Being~~Our ~~subject~~company todoes not ~~any~~have ~~order,~~an ~~judgment,~~audit committee or ~~decree,~~an ~~not~~audit ~~subsequently~~committee ~~reversed,~~financial ~~suspended~~expert or(as ~~vacated,~~defined in Item 407 of ~~any~~Regulation ~~court~~S-K) serving on its Board of ~~competent~~Directors. All ~~jurisdiction,~~current ~~permanently~~members orof ~~temporarily~~the ~~enjoining,~~Board ~~barring,~~of ~~suspending~~Directors orlack ~~otherwise~~sufficient ~~limiting~~financial ~~his~~expertise ~~involvement~~for inoverseeing ~~any~~financial reporting ~~type~~responsibilities. Our ofcompany ~~business,~~has ~~securities~~not oryet ~~banking~~employed ~~activities;~~an ~~and~~audit committee financial expert on its Board due to the inability to attract such a person.

-Our company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to our company’s board of directors the engagement of an independent registered public accounting firm to audit our company’s financial statements and to review our company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of our company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

~~Being~~Compliance ~~found~~with bySection ~~a court of competent jurisdiction~~ 16(in a ~~civil action~~), of the ~~Commission~~Securities orExchange ~~the~~Act ~~Commodity~~of ~~Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.~~1934

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our most highly compensated executive officers other than our PEO who occupied such position at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us for the latest fiscal year ended August 31, 2012.

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary

($)

Bonus ($)

Stock Awards ($)(1)

Option Awards ($)(1)

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compens- ation ($)

Total ($)

James Robert Todhunter President, CEO and a director

2013

2014

None

Gregorio Formoso Secretary, Treasurer and a director

2013

None

2014

None

Guil Rivera Director

2013

None

2014

None

Stock Option Grants

We have not granted any stock options to the executive officers since our inception.

Consulting Agreements

We do not have any employment or consulting agreement.

~~Security~~Table ~~Ownership~~ of ~~Certain Beneficial Owners and Management~~ Contents

~~The~~Under Section ~~following~~16(a) ~~tables~~of ~~set~~the ~~forth~~Exchange ~~the~~Act, ~~ownership~~all executive officers, asdirectors, ofand each person who is the ~~date~~beneficial owner of ~~this~~more ~~Prospectus,~~than 10% of ~~our~~the common stock byof ~~each~~a ~~person~~company ~~known~~that byfiles usreports pursuant to beSection 12 of the ~~beneficial~~Exchange ~~owner~~Act of ~~more~~1934, ~~than~~are 5%required ofto ~~our~~report the ~~outstanding~~ownership of such common stock, ~~our directors~~options, and ~~our~~stock ~~executive~~appreciation ~~officers~~rights (other than certain cash only rights) and ~~directors~~any aschanges in athat ~~group. To~~ownership with the ~~best~~Securities ofand ~~our~~Exchange ~~knowledge,~~Commission. ~~the~~The ~~persons~~Company ~~named~~has ~~have~~evaluated ~~sole~~all ~~voting~~relevant Section 16(a) filings and has ~~investment~~determined ~~power~~that affiliates are not compliant with ~~respect~~this section to ~~such~~the ~~shares,~~best ~~except~~of asits ~~otherwise~~knowledge. Mr. ~~noted~~Gregorio Formoso and Dr. ~~There~~ ~~are~~Carlos ~~not~~Arias ~~any~~Eguiguren ~~pending~~have ornot ~~anticipated~~filed ~~arrangements~~Form ~~that~~3s. ~~may~~Mr. ~~cause~~Todhunter awas ~~change~~late in ~~control~~filing a Form 4.

~~The~~EXECUTIVE information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The mailing address for all persons is at 701 North Green Valley Parkway, Suite 200, Henderson, Nevada 89012. COMPENSATION

Shareholders	# of Shares		Percentage
James Robert Todhunter (1)		15,750,000		17.7
Gregorio Formoso		0		0%
Guil Rivera (2)		36,500,000		41.0%
All directors and executive officers as a group		52,250,000		58.6%

The particulars of the compensation paid to the following persons: our principal executive officer; each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended August 31, 2017 and August 31, 2016,

~~(1)~~who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

Held by Percana Mining Corp., a company which Mr. Todhunter has voting and investment control over.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
James Robert Todhunter	2017	-	-	-	-	-	-	180,000	180,000
President, CEO, Director	2016	-	-	-	-	-	-	180,000	180,000
Gregorio Formoso	2017	-	-	-	-	-	-	-	-
Secretary, Treasurer, Director	2016	-	-	-	-	-	-	-	-
Guil Rivera	2017	-	-	-	-	-	-	-	-
Director	2016	-	-	-	-	-	-	36,000	36,000

~~(2)~~Narrative Disclosure to Summary Compensation Table

~~Held~~There byare ~~Zenga~~no ~~Holdings~~employment ~~Inc.~~contracts, acompensatory plans or arrangements, including payments to be received from our company ~~which~~with ~~Mr.~~respect ~~Rivera~~to ~~has~~any ~~voting~~executive ~~and~~officer, ~~investment~~that would result in payments to such person because of his or her resignation, retirement or other termination of employment with our company, or its subsidiaries, any change in control, ~~over~~or a change in the person’s responsibilities following a change in control of our company.

This table is based upon information derived from our stock records. The shareholder named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based upon 89,100,000 shares of common stock outstanding as of May 8, 2015.

Certain Relationships and Related Transactions

During the period ended February 28, 2015 and 2014, advances from a director of the Company were $Nil and $500, respectively. The amounts are unsecured, non-interest bearing and are due on demand.

During the period ended February 28, 2015 and 2014, advances from related parties were $148,257 and $39,887, respectively, and amounts advanced to one related party were $25,500 and $Nil, respectively. The amounts are unsecured, non-interest bearing and are due on demand.

The Corporation may indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent permitted by law, the Articles or these Bylaws, and shall indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent required by law, the Articles or these Bylaws. The Corporation’s obligations of indemnification, if any, shall be conditioned on the Corporation receiving prompt notice of the claim and the opportunity to settle and defend the claim. The Corporation may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was a directors, officer, employee or agent of the Corporation.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officer, or controlling person in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.

~~AIM~~Table ~~EXPLORATION~~of ~~INC.~~Contents

~~(An~~Stock ~~Exploration~~Option ~~Stage Company)~~Plan

~~CONSOLIDATED~~Currently, ~~FINANCIAL~~we ~~STATEMENTS~~do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

~~August~~Stock ~~31,~~Options/SAR ~~2014~~Grants

~~Report~~During ofour ~~Independent~~fiscal ~~Registered~~year ~~Public~~ended ~~Accounting~~August ~~Firm~~31, 2016 there were no options granted to our named officers or directors.

~~Consolidated~~Outstanding ~~Balance~~Equity ~~Sheets~~Awards ofat ~~August~~Fiscal ~~31,~~Year ~~2014 and 2013~~End

~~Consolidated~~No ~~Statements~~equity ofawards ~~Operations~~were ~~for~~outstanding ~~the~~as ~~years~~of ~~ended August 31, 2014 & 2013 and for~~ the ~~period~~year ~~from~~ended ~~February 18, 2010 (inception) through~~ August 31, ~~2014~~2017.

~~Consolidated~~Option ~~Statements of Stockholder’s Equity (Deficit)~~Exercises

~~Consolidated~~During ~~Statements~~our offiscal ~~Cash~~year ~~Flows for the years~~ ended August 31, ~~2014~~2017 ~~and~~there ~~2013~~were ~~and~~no options ~~for~~exercised ~~the~~by ~~period~~our ~~from~~named ~~February 18, 2010 (inception) through August 31, 2014~~officers.

~~Notes~~Compensation toof ~~Consolidated Financial Statements~~Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this Prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The mailing address for Mr. Arias, Mr. Formoso and Mr. Rivera is Suite 514 VGP Center 6772 Ayala Ave. Makati City, Manila, Philippines.

~~REPORT~~Table OFof ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Contents

Stockholders and Board of Directors AIM Exploration, Inc. (An Exploration Stage Company) We have audited the accompanying consolidated balance sheets of AIM Exploration, Inc., (An Exploration Stage Company) as of August 31, 2014 and 2013, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The cumulative consolidated statements of operations, stockholders' equity and cash flows for the period from February 18, 2010 (inception) to August 31, 2014 include amounts for the period from February 18, 2010 (inception) through August 31, 2013 which were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for the period from February 18, 2010 (inception) to August 31, 2013 is based solely on the report of the other auditors. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AIM Exploration, Inc., (An Exploration Stage Company) as of August 31, 2014 and 2013, and results of its operations and its cash flows for the years ended August 31, 2014 and 2013, and for the period from inception (February 18, 2010) to August 31, 2014, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered a loss from operations and is in the exploration stage. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this matter are also discussed in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ David A. Aronson, CPA, P.A. -------------------------------------------- David A. Aronson, CPA. P.A. North Miami Beach, Florida December 15, 2014

Shareholders (1)	# of Common Shares	Percentage	# of Preferred Shares	Percentage
Gregorio Formoso	100,026,000	13.8%	-	-
Guil Rivera	100,120,000	13.8%	-	-
Carlos Arias	19,444,444	2.7%	-	-
James Robert Todhunter (2)	235,750,000	32.5%	100,000	100.0%
All directors and executive officers as a group	455,340,444	62.8%	100,000	100.0%

(1)

This table is based upon information derived from our stock records. The shareholder named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based upon 724,370,720 shares of common stock outstanding as of November 28, 2017, and 100,000 preferred stock outstanding as of November 28, 2017.

(2)

Mr. James Robert Todhunter, a Director of the Company, beneficially owns the common shares through Percana Mining Corp., a company in which he is a director, owner and has voting control, and the preferred shares through Zenga Holdings FZC, a company in which he is a director, owner and has voting control.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS AND CORPORATE GOVERNANCE

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years.

Director Independence

We currently act with three directors. We have determined that two of our directors are “independent directors” as defined in NASDAQ Marketplace Rule 4200(a)(15) and one of our directors is not an “independent directors”.

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Table of Contents

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other information with the Securities and Exchange Commission. Such filings are available to the public over the Internet at the Securities and Exchange Commission’s website at http://www.sec.gov.

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits.

You may review a copy of the registration statement, and the reports and other information that we file with the Securities and Exchange Commission, at the Securities and Exchange Commission’s public reference room at 100 F Street, N.E. Washington, D.C. 20549 on official business days during the hours of 10 a.m. to 3 p.m. You may obtain information on the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330. You may also read and copy any materials we file with the Securities and Exchange Commission at the Securities and Exchange Commission’s public reference room. Our filings and the registration statement can also be reviewed by accessing the Securities and Exchange Commission’s website at http://www.sec.gov.

Statements contained in this prospectus as to the contents of any contract or other document that we have filed as an exhibit to the registration statement are qualified in their entirety by reference to the exhibits for a complete statement of their terms and conditions.

The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the registration statement of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were made as of an earlier date. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Pursuant to our articles of incorporation and bylaws, we may indemnify an officer or director who is made a party to any proceeding, because of his position as such, to the fullest extent authorized by the corporation laws of the State of Nevada, as the same exists or may hereafter be amended. In certain cases, we may advance expenses incurred in defending any such proceeding.

To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

Table of Contents

FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Fiscal Years Ended August 31, 2017 and 2016:		Page

Reports of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets		F-4

Consolidated Statements of Operations		F-5

Consolidated Statements of Stockholders' Deficit		F-6

Consolidated Statements of Cash Flows		F-7

Notes to Consolidated Financial Statements		F-8

F-1

Index

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of AIM Exploration, Inc.:

We have audited the accompanying consolidated balance sheets of AIM Exploration, Inc. (“the Company”) as of August 31, 2017 and the related statement of operations, stockholders’ deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of AIM Exploration, Inc., as of August 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles in the United States of America.

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express no such opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ BF Borgers CPA PC

BF Borgers CPA PC
Lakewood, CO
December 5, 2017

F-2

Index

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of AIM Exploration, Inc.:

We have audited the accompanying consolidated balance sheets of AIM Exploration, Inc. (“the Company”) as of August 31, 2016 and the related consolidated statement of operations, stockholders’ deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statement referred to above present fairly, in all material respects, the financial position of AIM Exploration, Inc., as of August 31, 2016, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles in the United States of America.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express no such opinion.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Anton & Chia, LLP

Newport Beach, CA
December 15, 2016

F-3

Index

AIM EXPLORATION INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

ASSETS
		Aug 31, 2017			Aug 31, 2016
	Aug 31, 2014	Aug 31, 2013
ASSETS
CURRENT ASSETS
Cash	~~$ 1,862~~	$ ~~8,146~~	802		$	417
Deposits	25,505	0
Prepaid deposits and services – Note 4			11,340			72,873
Total Current Assets	~~27,367~~	~~8,146~~	12,142			73,290
Mineral property	326,969	0
Mineral property – Note 5			804,656			342,656
TOTAL ASSETS	~~$ 354,336~~	$ ~~8,146~~	816,798		$	415,946
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$ 26,232	$ 22,073
Accounts payable and accrued liabilities – Note 6		$	319,878		$	211,601
Loans from Related Party	183,481	40,387
Loans payable – Note 7			44,270			69,350
Total Current Liabilities	209,713	62,460
Loans payable – related party – Note 8			557,576			598,955
Provisions	55,000	0
Convertible note – related party – Note 9			—			191,264
TOTAL LIABILITIES	264,713	62,460
Convertible note, net of unamortized discount – Note 10			634,555			433,446
STOCKHOLDERS' EQUITY (DEFICIT)
Derivative liability – Note 11			729,180			796,509
Capital StockAuthorized 250,000,000 shares of common stock, $.001 par value; 83,7500,000 shares and 68,000,000 shares Issued and outstanding, respectively	83,750	68,000
TOTAL LIABILITIES			2,285,459			2,301,125
Additional paid in capital	313,254	2,035
STOCKHOLDERS' DEFICIT
Deficit accumulated during the exploration stage	(307,381)	(124,349)
Capital Stock
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	89,623	(54,314)
Authorized
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 354,336	$ 8,146
1,000,000 shares of preferred stock, $0.001 par value Issued and outstanding 100,000 shares (100,000 as at August 31, 2016) - Note 12			100			100
1,500,000,000 shares of common stock, $0.001 par value Issued and outstanding 724,370,720 shares (22,392,729 shares outstanding as at August 31, 2016) – Note 12			847,585			145,607
Additional paid in capital			2,451,570			871,507
Shares receivable			(5,090	)		(5,090)
Accumulated deficit			(4,762,826	)		(2,897,303)
TOTAL STOCKHOLDERS' DEFICIT			(1,468,661	)		(1,885,179)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	816,798		$	415,946

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

F-24

Index

AIM EXPLORATION INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	12 months endedAug 31, 2014	12 months endedAug 31, 2013	Cumulative results from inception(Feb 18, 2010) to Aug 31, 2014
		12 months ended Aug 31, 2017			12 months ended Aug 31, 2016
REVENUE
Total Revenue	~~$ 0~~	$ 0	~~$ 0~~—		$	—
Gross Profit	0	0	0—			—
MINERAL PROPERTY OPERATIONS
Acquisition expenses	55,000	-	55,000
Acquisition			—			—
Exploration expenses	25,084	-	25,084
Exploration			16,872			22,916
Total Mineral Property Operations	~~80,084~~	-	8016,~~084~~872			22,916
EXPENSES
Filling Fees	11,664	-	11,664
Accretion			76,084			529,914
Office & General	38,446	19,154	65,349
Consulting fees			184,534			70,437
Loss on impairment	-	-	3,335
Filling fees			14,780			15,831
Professional Fees	52,838	26,712	144,914
Finder’s fees			—			15,000
Total Expenses	102,948	45,866	225,262
Office & general			46,349			54,710
Net Income (Loss)	(183,032)	(45,866)	(305,346)
Professional fees			56,817			105,409
Interest expense	-	(2,035)	(2,035)
Public relations			71,164			72,854
Total Other Income	-	(2,035)	(2,035)
Related party – director’s fees – Note 8			397,833			—
Net Income (Loss)	$ (183,032)	$ (47,901)	$ (307,381)
Related party – management fees – Note 8			187,500			216,000
BASIC AND DILUTED LOSS PER COMMON SHARE	$ 0.00	$ 0.00
Total Expenses			1,035,061			1,080,155
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	83,750,000	64,252,055
Net Loss			(1,051,933	)		(1,103,071)
Interest expense			(63,953	)		(62,431)
Unrealized foreign exchange gain (loss)			(65,105	)		61,517
Finance costs			(51,828	)		(197,571)
Change in fair value of derivative liability – Note			108,440			206,052
Write-down of accounts receivable			—			(45,800)
Loss on settlement of debt			(741,144	)		—
Total Other Expense			(813,590	)		(38,233)
Net Loss		$	(1,865,523	)	$	(1,141,304)
BASIC AND DILUTED LOSS PER COMMON SHARE – Note 13		$	(0.00	)	$	(0.05)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			631,246,975			6,391,865
WEIGHTED AVERAGE NUMBER OF PREFERRED SHARES OUTSTANDING			100,000			100,000

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

F-35

Index

AIM EXPLORATION INC.

~~(An~~CONSOLIDATED STATEMENTS ~~Exploration~~OF ~~Stage~~STOCKHOLDERS’ ~~Company)~~DEFICIT

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

	Common Stock		Preferred Stock
	Number of shares	Amount $	Number of shares $	Amount $	Additional Paid-in Capital $	Share Subscriptions Receivable $		Accumulated Deficit $		Total $
Balance, August 31, 2015	356,400	89,100	1,000,000	100	626,098	—		(1,755,999	)	(1,040,701	)

Shares issued for services	1,286,494	715	—	—	125,875	—		—		126,590
Shares issued for debt	3,200,000	3,200	—	—	—	—		—		3,200
Shares issued on conversion of notes	1,862,835	36,905	—	—	119,534	—		—		156,439
Shares issued for mineral property	15,687,000	15,687	—	—	—	—		—		15,687
Shares to be returned to treasury	—	—	—	—	—	(5,090	)	—		(5,090	)
Net loss for the year ended August 31, 2016	—	—	—	—	—	—		(1,141,304	)	(1,141,304	)

Balance, August 31, 2016	22,392,729	145,607	1,000,000	100	871,507	(5,090	)	(2,897,303	)	(1,885,179	)

Shares issued for cash, private placement	3,323,341	3,324	—	—	96,376	—		—		99,700
Shares issued for services	244,444,444	244,444	—	—	291,389	—		—		535,833
Shares issued for debt	206,505,000	206,505	—	—	772,984	—		—		979,489
Shares issued on conversion of notes	27,705,206	27,705	—	—	177,314	—		—		205,019
Shares issued for mineral property	220,000,000	220,000	—	—	242,000	—		—		462,000
Net loss for the year ended August 31, 2017	—	—	—	—	—	—		(1,865,523	)	(1,865,523	)

Balance, August 31, 2017	724,370,720	847,585	1,000,000	100	2,451,570	(5,090	)	(4,762,826	)	(1,468,661	)

	Common Stock
	Number of shares	Amount	Additional Paid-in Capital	Share Subscriptions Receivable	Accumulated Deficit	Total
		$	$		$	$
Balance at inception – February 18, 2010 Founders shares, issued for cash	- 10,000,000	- 10,000	- -	- (10,000)	- -	- -
Net Loss to August 31, 2010	-	-	-	-	(29,400)	(29,400)
Balance, August 31, 2010	10,000,000	10,000	-	(10,000)	(29,400)	(29,400)
Subscription Received Common stock issued for cash Net loss for the year ended August 31, 2011	- 40,000,000 -	- 40,000 -	- - -	10,000 - -	- - (18,939)	10,000 40,000 (18,939)
Balance, August 31, 2011	50,000,000	50,000	-	-	(48,339)	1,661
Net loss to August 31, 2012	–	–	-	-	(28,109)	(28,109)
Balance, August 31, 2012	50,000,000	50,000	-	-	(76,448)	(26,448)
Sale of common stock 18,000,000 common shares at $0.001 par value	18,000,000	18,000	-	-	-	18,000
Imputed Interest	-	-	2,035	-	-	2,035
Net loss for the year ended August 31, 2013	-	-	-	-	(47,901)	(47,901)
Balance, August 31, 2013	68,000,000	68,000	2,035	-	(124,349)	(54,314)
15,750,000 common shares at $0.001 par value	15,750,000	15,750	311,219	-	-	326,969
Net loss for the year ended August 31, 2014	-	-	-	-	(183,032)	(183,032)
Balance, August 31, 2014	83,750,000	83,750	313,254	-	(307,381)	89,623

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

F-46

Index

AIM EXPLORATION INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	12 months endedAug 31, 2014		12 months endedAug 31, 2013	Feb 18, 2010(date of inception) to Aug 31, 2013
	12 months ended August 31, 2017			12 months ended August 31, 2016
OPERATING ACTIVITIES
Net Loss	$ ~~(183,032)~~	(1,865,523	~~$ (47,901~~)	$ ~~(307,381)~~	(1,141,304)
Imputed Interest	-		2,035	2,035
Items not affecting cash:
Adjustments to reconcile Net Income (Loss) to netCash used in operating activities:
Accretion related to convertible note		76,084			529,914
Deposits	(25,505)			(25,505)
Finance costs and derivative expense		148,781			260,002
Accounts Payable	4,159		3,334	36,232
Gain on derivative liability		(108,440	)		(206,052)
Provisions	55,000		-	55,000
Shares issued for services		535,832			126,500
NET CASH PROVIDED BY (USED IN)OPERATING ACTIVITIES	(149,378)		(42,532)	(239,619)
Related party – loss on repayment of debt		741,144			—
FINANCING ACTIVITIES
Write-down of accounts receivable		—			45,800
Proceeds from sale of common stock	-		18,000	68,000
Adjustments to reconcile Net Loss to net cash used in operating activities:
Loans from Related Party	143,094		29,887	173,481
Prepaid deposits and services		61,533			(38,570)
NET CASH PROVIDED BY FINANCING ACTIVITIES	143,094		47,887	241,481
Accounts Payable		108,277			13,726
NET INCREASE (DECREASE) IN CASH	(6,284)		5,355	1,862
NET CASH USED IN OPERATING ACTIVITIES		(302,312	)		(409,984)
CASH, BEGINNING OF PERIOD	8,146		2,791	-
FINANCING ACTIVITIES
CASH, END OF PERIOD	$ 1,862		$ 8,146	$ 1,862
Convertible debt		96,000			215,000
Loans received		74,620			69,350
Loans from related party		132,077			123,702
NET CASH PROVIDED BY FINANCING ACTIVITIES		302,697			408,052
NET INCREASE (DECREASE) IN CASH		385			(1,932)
CASH, BEGINNING OF YEAR		417			2,349
CASH, END OF YEAR	$	802		$	417

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

F-57

Index

AIM EXPLORATION INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, ~~2014~~2017

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Aim Exploration, Inc. (“Company”) ~~is an exploration stage company as defined by FASB ASC 915. The Company~~ was organized to engage in mineral exploration ~~and has incurred losses totaling $307,381 since inception~~. The Company was incorporated on February 18, 2010 in the State of Nevada and established a fiscal year end at August 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements present the consolidated balance sheets, consolidated statements of operations, ~~consolidated stockholders' equity (deficit)~~ and consolidated cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Principles of Consolidation

The consolidated statements incorporate the financial statements of the Company and its wholly-owned subsidiary, Aim Exploration SA, of Peru. All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of the consolidated statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. ~~There were no cash equivalents at August 31, 2014 or 2013.~~

Functional Currency

The consolidated financial statements are presented in United States dollars, which is also the functional and reporting currency of the Company. The functional currency of its subsidiary is the Peruvian Nuevos Sol. Monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rate while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the average exchange rate for the period. Foreign currency gains and losses are included in the determination of net income or loss.

Advertising

Advertising costs are expensed as incurred. As of August 31, ~~2014~~2017, no advertising costs have been incurred.

Property

The Company does not own or rent any property. The Company’s office space is being provided by the president at no charge to the Company.

Use of Estimates and Assumptions

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

Income Taxes

The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

F-68

Index

AIM EXPLORATION INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, ~~2014~~2017

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Exploration -Stage Company

The Company is considered an exploration-stage company, having limited operating revenues during the period presented, as defined by the FASB standard. This standard requires companies to report their operations, shareholders’ deficit and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things. Management has provided financial data since February 18, 2010, “Inception,” in the financial statements. Since inception, the Company has incurred a net loss of $307,381. The Company’s working capital has been generated through the sale of common stock and shareholder loans.

Fair Value of Financial Instruments

The Company has adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"). ASC 820-10 defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure The adoption of ASC 820-10 requires that the Company disclose assets and liabilities that are recognized and measured at fair value on a non-recurring basis, presented in a three-tier fair value hierarchy, as follows:

- Level 1. Observable inputs such as quoted prices in active markets;

- Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

- Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following presents the gross value of assets that were measured and recognized at fair value:

- Level 1: none

	Assets		Liabilities
Level 1	$	802	$	1,556,279
Level 2	$	815,996	$	729,180
Level 3	$	Nil	$	Nil

- Level 2: none

- Level 3: none

The Company adopted ASC 825-10, Financial Instruments, which permits entities to choose to measure many financial instruments and certain other items at fair value. The adoption of this standard did not have an impact on the Company's financial position, results of operations or cash flows. The carrying value of cash and cash equivalents, accounts payable and accrued expenses, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.

Derivative Liability

The conversion features embedded in the outstanding convertible notes payable are separately accounted for as a derivative liability in accordance with ASC 815-15, Embedded Derivative. This is because the number of shares that may be acquired upon conversion is indeterminable as the conversion rates are expressed as a percentage discount to the current fair market value of common stock at the time of conversion. Derivative liabilities are valued when the host instruments (convertible notes) are initially issued and are also revalued at each reporting date, with the change in the respective fair values being recorded as a gain or loss to the derivative liability.

Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

FImpairment of Long-7Lived Assets

The Company reviews its long-lived assets for recoverability in accordance with ASC 360, Property Plant and Equipment. Under that standard, the Company reviews the recoverability of its long-lived assets or asset groups when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

F-9

Index

AIM EXPLORATION INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, ~~2014~~2017

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of Long-Lived Assets (Continued)

In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. The Company conducts a review for each reported period and determines whether any triggering events are indicated.

Mineral Property Costs

~~Mineral~~Once the legal right to explore a property ~~exploration~~has ~~costs~~been ~~are~~acquired, ~~expensed~~the asCompany ~~incurred~~capitalized ~~until~~all ~~such~~costs ~~time~~related asto ~~economic~~mineral ~~reserves~~property ~~are~~interests on ~~quantified~~a property-by-property basis. ToSuch ~~date~~costs include mineral property acquisition costs, net of any recoveries. Property acquisition costs include cash costs and the ~~Company~~fair ~~has~~market ~~not~~value ~~established~~of ~~any~~issued ~~proven~~shares orand ~~probable~~other ~~reserves~~share-based onpayments, ~~its~~paid ~~mineral~~under ~~properties~~option or joint interest agreements. Payment terms are at the sole discretion of the Company and are recorded as acquisition costs upon payment. The Company has capitalized $~~326~~804,~~969~~656 of mineral property acquisition costs reflecting its investment in its properties. To date, the Company has not established any proven or probable reserves on its mineral properties.

Stock-based Compensation

The Company adopted FASB guidance on stock based compensation upon inception at February 18, 2010. ASC 718-10-30-2 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. ~~Pro forma disclosure is no longer an alternative.~~ The Company has not had any stock and stock options issued for services and compensation for the period from inception (February 18, 2010) through ~~August~~May 31, ~~2014~~2017.

Recent Accounting Pronouncements

InOther recent ~~July~~accounting ~~2013,~~pronouncements ~~the~~issued ~~Financial~~by ~~Accounting~~the ~~Standards~~FASB ~~Board~~ (~~FASB)~~including ~~issued~~its ~~Accounting~~Emerging ~~Standards~~Issues ~~Update~~Task ~~(ASU~~Force), ~~No.~~the ~~2013-11:~~American ~~Presentation~~Institute of anCertified Public ~~Unrecognized Tax Benefit When a Net Operating Loss Carryforward~~Accountants, aand ~~Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with~~ the ~~deferred~~United ~~tax~~States ~~assets~~Securities ~~for such carryforwards. This new guidance is effective for fiscal years~~ and ~~interim~~Exchange ~~periods~~Commission ~~within~~did ~~those~~not ~~years~~or ~~beginning~~are ~~after December 15, 2013. We do~~ not ~~expect~~believed ~~the~~by ~~adoption~~management ~~of the new provisions~~ to have a material impact on ~~our~~the ~~financial~~Company’s ~~condition~~present or ~~results~~future ofconsolidated ~~operations~~financial statements.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $~~182~~2,~~346~~273,317, an accumulated deficit of $~~307~~4,~~381~~762,826 and net loss from operations since inception of $~~307~~4,~~381~~762,826. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merging with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing common shares.

The officers ~~Company~~and isdirectors ~~funding~~have ~~its~~committed ~~initial~~to ~~operations~~advancing bycertain costs ~~way~~ of ~~issuing~~the ~~common~~Company, ~~shares~~including Legal, Audit, Transfer Agency and Edgarizing costs.

~~F-8~~NOTE 4 – PREPAID DEPOSITS AND SERVICES

AIM EXPLORATION INC.

		August 31, 2017		August 31, 2016
Prepaid services	$	6,164	$	72,873
Prepaid deposits		5,176		–
	$	11,340	$	72,873

~~(An~~NOTE 5 ~~Exploration~~– ~~Stage~~MINERAL ~~Company)~~PROPERTY

~~NOTES~~On June TO23, ~~THE~~2014, ~~CONSOLIDATED~~Aim ~~FINANCIAL~~Exploration, ~~STATEMENTS~~Inc. entered into a Mining Concession Asset Acquisition Agreement (the “Agreement”) with Percana Mining Corp. (“Percana”). Pursuant to the Agreement, the Company acquired three separate mining concessions. The concession titles are unencumbered and comprise of three separate adjoing mining concession two concessions representing 40% are known as El Tunel Del Tiempo 1 code 11060780 and El Tunel Del Tiempo 2 code 11060781, and the third concession property is known as Agujeros Negros MAAG comprising the remaining 60%, all of which are registered to the Company.

August 31, 2014

NOTE 3 – GOING CONCERN (CONTINUED)

The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs.

NOTE 4 – MINERAL PROPERTY

Peruvian Mining Claims:

On June 23, 2014, Aim Exploration, Inc. entered into a Mining Concession Asset Acquisition Agreement (the “Agreement”) with Percana Mining Corp. (“Percana”). Pursuant to the Agreement, the Company acquired three separate mining concessions. Two of the concession titles are unencumbered and comprise 40% of the mining concessions. These two concessions are known as El Tunel Del Tiempo 1 code 11060780 and El Tunel Del Tiempo 2 code 11060781, and the registered ownership of these two concessions have been transferred to the Company. The third concession property known as Agujeros Negros MA-AG comprising the remaining 60% has not yet been transferred to the Company, however the Company has entered into a Contract of Mining Assignment and Option to Purchase the concession for a five year term. This contract provides AIM with full rights and authorities over the concession.

In consideration for the above concessions, the Company has issued 15,750,000 restricted common shares (Note 5) to Percana in two separate blocks; the first block consists of 6,300,000 common shares which are to be held in escrow until either the Company raises $1,000,000 or when Percana waives this requirement. The second block consists of 9,450,000 shares which are to be held in escrow until such time as the Company is satisfied, at its discretion, that any arbitration issues have been resolved with the third concession, at which time the shares may be released out of escrow at the option of Percana. These Mining Concessions were acquired based on the assumption the properties are rich in high grade Anthracite Coal. Testing of the coal samples was performed indicating the presence of high-grade anthracite coal. Prior to acquisition AIM reviewed a non-compliant technical report prepared by Engineers/Geologists together with hiring a US based firm Gustavson Associates to visit the property and review the reports. The firm provided AIM with a report, which included recommendation for further exploration.

NOTE 5 – CAPITAL STOCK

The Company’s has authorized 250,000,000 shares of common stock with a par value of $0.001 per share. At August 31, 2014, 83,750,000 shares of common stock were issued and outstanding. The Company has not authorized or issued any shares of preferred stock.

In February 2010, a director of the Company purchased 10,000,000 shares of the common at $0.001 per share for $10,000.

In August 2011, the Company issued 40,000,000 shares for cash of $40,000 to 34 shareholders.

During the year ended August 31, 2013 the Company issued 18,000,000 shares to 6 shareholders for cash proceeds of $18,000.

In July 2014, the Company issued 15,750,000 common shares in connection with the acquisition of certain mining property. (Note 4)

As of August 31, 2014, the Company has not granted any stock options and has not recorded any stock-based compensation.

F-9

AIM EXPLORATION INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2014

NOTE 6 – LOANS PAYABLE – RELATED PARTIES

During the years ended August 31, 2014 and 2013, advances from a director of the Company were $500 and $500, respectively. The amounts are unsecured, non-interest bearing and are due on demand.

During the years ended August 31, 2014 and 2013, advances from three related parties were $183,481 and $40,387, respectively. The amounts are unsecured, non-interest bearing and are due on demand.

NOTE 7 – INCOME TAXES

At August 31, 2014, the Company has a net loss carryforward of approximately $307,381. This loss will be available to offset future taxable income. If not used, this carryforward loss will begin to expire in 2030. The deferred tax asset relating to the operating loss carryforward has been fully reserved at August 31, 2014.

Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

August 31, 2014

August 31, 2013

$307,381

$ 124,349

39%

35%

119,879

43,522

(119,879)

(43,522)

$ 0

The net federal operating loss carry forward will expire beginning 2030. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. The Company has no uncertain tax position.

NOTE 8 – SUBSEQUENT EVENTS

In October 2014, the Company issued 350,000 shares of restricted common stock for services.

In October 2014, the Company entered into a Mining Concession Asset Acquisition Agreement with Paladino Mining and Development Corp. Pursuant to the Agreement, the Company has acquired 40% ownership of Paladino in exchange for: (1) the issuance of 5 million shares of common stock of the Company to Paladino (the “Shares”), (2) a cash payment of 540,000 Philippine Pesos, and (3) transfer of the Company’s 40% ownership of the Raval Mining Claim, also known as Pah-HSU-Qhuin Philippine Mining Claim, to Paladino. Paladino owns 648 hectares of land located at Brgys Caruan & Sulongan, Pasuquin, Ilocos Norte, Philippines. The land contains Feldspar, Silica, Limestone, etc. The Shares will be held in escrow until certain conditions are met, including the issuance of Paladino shares to the Company as well as other conditions.

In November 2014, the Company entered into Securities Purchase Agreements, whereby the Company issued convertible notes (the “Notes”), bearing interest of 8% per annum, in the aggregate principal amount of $184,500. The notes mature in November 2015 and are convertible into shares of the Company’s common stock at a conversion price equal to 55% of the lowest trading price of the Company’s common stock as reported on the National Quotations Bureau OTCQB exchange, for the fifteen prior trading days including the day upon which a notice of conversion is received. The first notes (“First Notes”), with an aggregate value of $92,250, were paid immediately. The second notes (“Second Notes”) with an aggregate value of $92,250, were initially paid for by the issuance of an offsetting $92,250 secured note issued to the Company by the subscriber, provided that prior to conversion of the Second Notes, the subscriber must have paid off the secured notes in cash such that the Second Notes may not be converted until it has been paid for in cash. Interest shall be payable in common stock, and shall be paid to the subscriber before or on the maturity date.

F-10

Index

AIM EXPLORATION INC.

~~(An~~NOTES TO ~~Exploration~~THE ~~Stage~~CONSOLIDATED ~~Company)~~FINANCIAL STATEMENTS

~~CONDENSED~~August 31, ~~CONSOLIDATED FINANCIAL STATEMENTS~~2017

~~February~~NOTE 6 ~~28,~~– ~~2015~~ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

(Unaudited)

		August 31, 2017		August 31, 2016
Accounts payable	$	311,598	$	201,276
Accrued liabilities		8,280		10,325
	$	319,878	$	211,601

~~Condensed~~NOTE 7 ~~Consolidated~~– ~~Balance~~LOANS ~~Sheets~~PAYABLE ~~of February 28, 2015 and August 31, 2014~~

~~Condensed Consolidated Statements of Operations for~~ During the 3year ~~and 6 months~~ ended ~~February~~August 2831, ~~2015~~2017, &the ~~2014~~Company ~~and~~issued ~~for~~unsecured, ~~the~~non-interest ~~period~~bearing ~~from~~loans ~~February~~of 18$44,270 ~~2010~~ (~~inception)~~2016: ~~through February 28~~$69, ~~2015~~350).

~~Condensed~~NOTE 8 ~~Consolidated~~– ~~Statements~~LOAN ofPAYABLE ~~Cash~~– ~~Flows~~RELATED ~~for the 3 months ended February 28, 2015 & 2014 and for the period from February 18, 2010 (inception) through February 28, 2015~~PARTY

~~Notes~~During the toperiod ended August 31, 2017, a director of the ~~Condensed~~Company ~~Consolidated~~advanced ~~Financial~~$160,610 ~~Statements~~(2016: $24,111. The amounts are unsecured, non-interest bearing and are due on demand. During the same period, the Company made repayments of $114,846 to a director (2016: $99,643). 34,285,739 common shares were issued to repay $72,000 of this amount (2016: Nil). (Note 12)

During the period ended August 31, 2017, the Company received advances of $2,500 from related parties (2016: $43,934). During the same period, the Company made repayments to related parties, issuing 206,505,000 common shares (2016: 3,200,000 common shares) of the Company with a fair value of $238,345 (2016: $3,200), in addition to cash repayments to related parties of $Nil (2016: $60,700).

During the period ended August 31, 2017, management fees totaling $187,500 where accrued as payable to directors of the Company (2016: $216,000).

During the period ended August 31, 2017, the Company issued 219,444,444 common shares to directors in compensation for services totaling $460,833.

As at August 31, 2017, the Company owed related party loans of $557,576 (2016: $598,955) and related party convertible notes, net of unamortized discount, of $Nil (2016: $191,264).

NOTE 9 – CONVERTIBLE NOTE – RELATED PARTY

During the year ended August 31, 2017, the Company issued 400,000 common shares in relation to conversion options exercised during the period, which reduced related party convertible debt by $54,000.

During the year ended August 31, 2017, the Company reclassified related party convertible notes with a principal balance of $116,000 plus accrued interest in the amount of $35,184 to notes issued to non-related parties.

The following convertible notes to related parties were outstanding as at August 31, 2017 and August 31, 2016:

		August 31, 2017		August 31, 2016
Note balance	$	–	$	170,000
Accrued interest		–		21,264
	$	–	$	191,264

NOTE 10 – CONVERTIBLE NOTE

During the year ended August 31, 2017, the Company issued convertible notes with a principal balance of $96,000, with maturity dates of February 28, 2018 to March 30, 2018, and an interest rate per annum of 12%. The principal is convertible into shares of the Company at a conversion rate equal to 61% of the lowest trading price of the Company’s common stock for the fifteen prior trading days, as defined in the agreements.

During the year ended August 31, 2017, 27,305,206 common shares were issued in relation to conversion options exercised during the period, which reduced the convertible debt by $54,877. Of this amount, $47,650 related to principal of the convertible notes and $7,227 related to accrued interest.

F-11

Index

AIM EXPLORATION INC.

~~(An~~NOTES TO ~~Exploration~~THE ~~Stage~~CONSOLIDATED ~~Company)~~FINANCIAL STATEMENTS

~~CONDENSED~~August 31, ~~CONSOLIDATED BALANCE SHEETS~~2017

~~(Unaudited)~~NOTE 10 – CONVERTIBLE NOTE – CONTINUED

ASSETS	February 28, 2015	August 31, 2014
CURRENT ASSETS
Cash	$ 59,190	$ 1,862
Loans receivable	58,367	0
Deposits	55,043	25,505
Total Current Assets	172,600	27,367
Mineral property investment	326,969	326,969
TOTAL ASSETS	$ 499,569	$ 354,336
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$ 87,609	$ 26,232
Loans payable – related party	306,238	183,481
Convertible note, net of unamortized discount	34,988	0
Derivative liability	230,407	0
Total Current Liabilities	659,242	209,713
Provisions	0	55,000
TOTAL LIABILITIES	659,242	264,713
STOCKHOLDERS' EQUITY (DEFICIT)
Capital StockAuthorized 250,000,000 shares of common stock, $0.001 par valueIssued and outstanding 89,100,000 shares (83,750,000 shares outstanding as at August 31, 2014) 1,000,000 shares of preferred stock, $0.001 par value Issued and outstanding 100,000 shares (Nil as at August 31, 2014)	89,100 100	83,750 0
Additional paid in capital	487,904	313,254
Deficit accumulated during the exploration stage	(736,777)	(307,381)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(159,673)	89,623
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 499,569	$ 354,336

During the year ended August 31, 2017, the Company repaid notes with a principal balance of $18,302 plus accrued interest in the amount of $3,014. The Company recorded a gain on the repayment of the convertible note in the amount of $33,283, which was credited to the additional paid in capital account.

The following ~~accompanying~~convertible notes ~~are~~were anoutstanding ~~integral~~as ~~part~~at ofAugust ~~these~~31, ~~condensed~~2017 ~~consolidated~~and ~~financial~~August ~~statements~~31, 2016:

		August 31, 2017		August 31, 2016
Note balance	$	586,512	$	440,464
Debt discounts		(64,917)		(45,001)
Accrued interest		112,959		37,983
	$	634,554	$	433,446

NOTE 11 – DERIVATIVE LIABILITY

An embedded derivative has been bifurcated and accounted for separately from the debt host. Accordingly, the Company recorded the estimated derivative as a liability upon issuance of the convertible notes. The derivative liability was recorded by reducing the carrying value of the convertible notes. The fair value of the embedded derivative fluctuates with the fair value of the Company’s common stock, which is calculated each quarter using the Black-Scholes valuation model.

During the year ended August 31, 2017, the Company recognized change in fair value of the derivative liability of $108,440 related to the change in fair value of the conversion feature. The change in fair value of the conversion feature was recorded through operating results.

NOTE 12 – CAPITAL STOCK

On April 25, 2016, the Company consolidated its share capital on a 250:1 basis. All common shares and per share amounts have been restated to reflect this share consolidation.

The Company has authorized 250,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share.

At May 31, 2017, 686,728,348 shares of common stock were issued and outstanding, and 100,000 shares of preferred stock were issued and outstanding.

Year ended August 31, 2017

On September 14, 2016, the Company issued an additional 220,000,000 to Percana to bring their post-consolidation shareholdings to 235,750,000 common shares. The value of these additional shares is $462,000 which is based on fair market value. These shares were issued in connection with the acquisition of certain mining property. (Note 4)

During the year ended August 31, 2017, the Company issued 27,305,206 common shares pursuant to the exercise of the option attached to outstanding convertible notes and 400,000 common shares pursuant to the exercise of the option attached to outstanding related party convertible notes. (Note 5)

During the year ended August 31, 2017, the Company issued 25,000,000 common shares in connection with services rendered. Such services had a fair value of $75,000.

During the year ended August 31, 2017, the Company issued 219,444,444 common shares in connection with director’s compensation. Such services had a fair value of $395,000. Of this amount $323,000 was expensed during the current period and $72,000 reduced an amount due to a related party.

During the year ended August 31, 2017, the Company issued 206,505,000 common shares in connection with paying down $206,505 of debt to a related party.

F-12

Index

AIM EXPLORATION INC.

~~(An~~NOTES TO ~~Exploration~~THE ~~Stage~~CONSOLIDATED ~~Company)~~FINANCIAL STATEMENTS

~~CONDENSED~~August 31, ~~CONSOLIDATED STATEMENTS OF OPERATIONS~~2017

~~(Unaudited)~~NOTE 12 – CAPITAL STOCK – CONTINUED

	6 months ended 2015	6 months endedFebruary 28, 2014	3 months endedFebruary 28, 2015	3 months endedFebruary 28, 2014	Cumulative results from inception (Feb 18, 2010) to February 28, 2015
REVENUE
Total Revenue	$ 0	$ 0	$ 0

Year ended August 31, 2017 – Continued

During the year ended August 31, 2017, the Company issued 3,343,341 common shares in connection with a private placement offering. The common shares were issued at a fair value of $ 0.03 per share for gross proceeds of $99,700.

~~$ 0~~Year ended August 31, 2016

~~Gross~~On April ~~Profit~~25, 2016, the Company issued an additional 15,687,000 to Percana to bring their post-consolidation shareholdings back up to 15,750,000 common shares. The value of these additional shares is $15,687. These shares were issued in connection with the acquisition of certain mining property. (Note 4)

0During the year ended August 31, 2016, the Company issued 1,862,835 common shares pursuant to the exercise of the option attached to outstanding convertible notes.

0During the year ended August 31, 2016, the Company issued 1,286,494 common shares in connection with services rendered. Such services had a fair value of $126,590.

0During the year ended August 31, 2016, the Company issued 3,200,000 common shares in connection with paying down $3,200 of debt to two related parties.

0NOTE 13 – LOSS PER SHARE

0The Company calculates the basic and diluted loss per common share using the weighted average number of common shares outstanding during each period. To compute diluted earnings per share, the average number of shares outstanding is adjusted for the number of potentially dilutive shares.

MINERAL PROPERTY OPERATIONS

	Years ended AUGUST 31,
	2017		2016

Issued shares beginning of year		22,392,729		356,400
Weighted average issuances		608,854,246		22,036,329
Basic weighted average common shares, end of year		631,246,975		22,392,729

~~Acquisition~~NOTE 14 – SUBSEQUENT EVENTS

-a. Subsequent to the year ended August 31, 2017, the Company obtained board approval to change the name of the Company from “AIM Exploration Inc.” to “AIM Energy Inc.”. This name change remains subject to approval from certain regulatory bodies.

-b. Subsequent to the year ended August 31, 2017, the Company obtained board approval to do a 1 for 70 reverse split of the Company’s outstanding shares of common stock. This share consolidation remains subject to approval from certain regulatory bodies.

-c. On September 11, 2017, the Company entered into an Equity Purchase Agreement (the “L2 Purchase Agreement”) with L2 Capital, LLC (“L2 Capital”). Under the L2 Purchase Agreement, the Company may from time to time, in its discretion, sell shares of its common stock to L2 Capital for aggregate gross proceeds of up to $5,000,000. Unless terminated earlier, L2 Capital’s purchase commitment will automatically terminate on the earlier of the date on which L2 Capital shall have purchased Company shares pursuant to the Purchase Agreement for an aggregate purchase price of $5,000,000 or September 11, 2020. The Company has no obligation to sell any shares under the L2 Purchase Agreement.

55,000

Exploration

10,399

16,780

35,483

Total Mineral Property Operations

10,399

16,780

90,483

EXPENSES

Accretion

22,747

Consulting fees

10,338

25,000

10,338

25,000

10,338

Filling fees

4,273

3,711

15,937

Finder’s fees

9,000

Office & general

12,396

15,428

11,084

14,999

77,744

Loss on impairment

3,335

Professional fees

76,713

16,207

55,790

7,900

221,628

Public relations

133,132

86,065

133,132

Total Expenses

268,599

56,635

189,735

47,899

493,861

Net Income (Loss)

(278,998)

(73,415)

(189,735)

(64,679)

(584,344)

Interest expense

(5,923)

(2,835)

(4,676)

(1,895)

(7,958)

Finance costs

(151,135)

Gain on derivative liability

6,660

4,292

6,660

Total Other Expense

(150,398)

(2,835)

(384)

(1,895)

(152,433)

Net Income (Loss)

$ (429,396)

$ (76,250)

$ (190,119)

$ (66,574)

$ (736,777)

BASIC AND DILUTED LOSS PER COMMON SHARE

$ 0.00

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

87,781,492

68,000,000

89,100,000

68,000,000

WEIGHTED AVERAGE NUMBER OF PREFERRED SHARES OUTSTANDING

98,895

Nil

100,000

Nil

The accompanying notes are an integral part of these condensed consolidated financial statements

F-13

Index

AIM EXPLORATION INC.

~~(An~~NOTES TO ~~Exploration~~THE ~~Stage~~CONSOLIDATED ~~Company)~~FINANCIAL STATEMENTS

~~CONDENSED~~August 31, ~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~2017

~~(Unaudited)~~NOTE 14 – SUBSEQUENT EVENTS – CONTINUED

	6 months endedFebruary 28, 2015	6 months endedFebruary 28, 2014	Feb 18, 2010 (date of inception) to February 28, 2015
OPERATING ACTIVITIES
Net Loss	$ (429,396)	$ (76,250)	$ (736,777)
Accretion related to convertible note	22,747	-	22,747
Finance costs	151,135	-	151,135
Accrued interest on convertible note	5,923	-	5,923
Gain on derivative liability	(6,660)	-	(6,660)
Shares issued for services	180,100	-	180,100
Imputed Interest	-	2,835	2,035
Adjustments to reconcile Net Income (Loss) to netCash used in operating activities:
Loans Receivable	(58,367)	-	(58,367)
Deposits	(29,538)	-	(55,043)
Provisions	(55,000)	-	-
Accounts Payable	51,377	(431)	87,609
NET CASH USED INOPERATING ACTIVITIES	(167,679)

On September 11, 2017, the Company issued to L2 Capital, LLC. a convertible promissory note in the principal amount of $222,222, in connection with a Securities Purchase Agreement entered into by the parties on September 11, 2017. The note accrues interest at a rate of 8% per annum, and will be issued in a number of tranches, with the maturity dates of each tranche being six months from the effect date of the respective payment. The holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at a price equal to 60% of the lowest trading price of the common stock during the 30 trading days prior to issuing a notice of conversion to the Company.

~~(73~~e. On September 11,~~846~~ 2017, the Company issued to L2 Capital, LLC. (“L2 Capital”) a convertible promissory note in the principal amount of $150,000, in connection with a Securities Purchase Agreement entered into by the parties on September 11, 2017. This note was issued by the Company to L2 Capital as a commitment fee, pursuant to the L2 Purchase Agreement detailed in item “c” above. The note accrues interest at a rate of 8% per annum, with a maturity date of September 11, 2018. The holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at a price equal to 60% of the lowest trading price of the common stock during the 30 trading days prior to issuing a notice of conversion to the Company.

(407,298)

FINANCING ACTIVITIES

Proceeds from sale of common stock

68,000

Convertible debt

92,250

Loans from Related Party

132,757

78,257

306,238

NET CASH PROVIDED BY FINANCING ACTIVITIES

225,007

78,257

466,488

NET INCREASE IN CASH

57,328

4,411

59,190

CASH, BEGINNING OF PERIOD

1,862

8,146

CASH, END OF PERIOD

$ 59,190

$ 12,557

$ 59,190

The accompanying notes are an integral part of these condensed consolidated financial statements

F-14

~~AIM EXPLORATION INC.(An Exploration Stage Company)~~Index

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2015 (unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Aim Exploration, Inc. (“Company”) is an exploration stage company as defined by FASB ASC 915. The Company was organized to engage in mineral exploration and has incurred losses totaling $736,777 since inception. The Company was incorporated on February 18, 2010 in the State of Nevada and established a fiscal year end at August 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements present the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Principles of Consolidation

The condensed consolidated statements incorporate the financial statements of the Company and its wholly-owned subsidiary, Aim Exploration SA, of Peru. All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents at February 28, 2015 or 2014.

Advertising

Advertising costs are expensed as incurred. As of February 28, 2015, no advertising costs have been incurred.

Property

The Company does not own or rent any property. The Company’s office space is being provided by the president at no charge to the Company.

Use of Estimates and Assumptions

Income Taxes

F-15

AIM EXPLORATION INC.(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2015 (unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes (Continued)

likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Exploration-Stage Company

The Company is considered an exploration-stage company, having limited operating revenues during the period presented, as defined by the FASB standard. This standard requires companies to report their operations, shareholders’ deficit and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things. Management has provided financial data since February 18, 2010, “Inception,” in the financial statements. Since inception, the Company has incurred a net loss of $736,777. The Company’s working capital has been generated through the sale of common stock and shareholder loans.

Fair Value of Financial Instruments

- Level 1. Observable inputs such as quoted prices in active markets;

- Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

- Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following presents the gross value of assets that were measured and recognized at fair value:

- Level 1: none

- Level 2: none

- Level 3: none

Derivative Liability

F-16

AIM EXPLORATION INC.(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2015 (unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Derivative Liability (Continued)

initially issued and are also revalued at each reporting date, with the change in the respective fair values being recorded as a gain or loss to the derivative liability.

Net Loss per Share

Impairment of Long-Lived Assets

Mineral Property Costs

Mineral property exploration costs are expensed as incurred until such time as economic reserves are quantified. To date, the Company has not established any proven or probable reserves on its mineral properties. The Company has capitalized $326,969 of mineral property acquisition costs reflecting its investment in its properties.

Stock-based Compensation

The Company adopted FASB guidance on stock based compensation upon inception at February 18, 2010. ASC 718-10-30-2 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Pro forma disclosure is no longer an alternative. The Company has not had any stock and stock options issued for services and compensation for the period from inception (February 18, 2010) through February 28, 2015.

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that

F-17

AIM EXPLORATION INC.(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2015 (unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $486,642, an accumulated deficit of $736,777 and net loss from operations since inception of $736,777. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merging with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.

The Company is funding its initial operations by way of issuing common shares.

The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs.

NOTE 4 – MINERAL PROPERTY

Peruvian Mining Claims:

On June 23, 2014, Aim Exploration, Inc. entered into a Mining Concession Asset Acquisition Agreement (the “Agreement”) with Percana Mining Corp. (“Percana”). Pursuant to the Agreement, the Company acquired three separate mining concessions. Two of the concession titles are unencumbered and comprise 40% of the mining concessions. These two concessions are known as El Tunel Del Tiempo 1 code 11060780 and El Tunel Del Tiempo 2 code 11060781, and the registered ownership of these two concessions have been transferred to the Company. The third concession property known as Agujeros Negros MA-AG comprising the remaining 60% has not yet been transferred to the Company, however the Company has entered into a Contract of Mining Assignment and Option to Purchase the concession for a five year term. This contract provides AIM with full rights and authorities over the concession.

In consideration for the above concessions, the Company has issued 15,750, 000 restricted common shares (Note 6) to Percana in two separate blocks; the first block consists of 6,300,000 common shares which are to be held in escrow until either the Company raises $1,000,000 or when Percana waives this requirement. The second block consists of 9,450,000 shares which are to be held in escrow until such time as the Company is satisfied at its discretion that any arbitration issues have been resolved with the third concession, at which time the shares may be released out of escrow at the option of Percana. These Mining Concessions were acquired based on the assumption the properties are rich in high grade Anthracite Coal, currently there are 20 small tunnels on the property already producing anthracite coal which was being mined by illegal miners. Testing of the coal samples was performed indicating the presence of high-grade anthracite coal. Prior to acquisition AIM reviewed a non-compliant technical report

F-18

AIM EXPLORATION INC.(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2015 (unaudited)

NOTE 4 – MINERAL PROPERTY (CONTINUED)

prepared by Engineers/Geologists together with hiring a US based firm Gustavson Associates to visit the property and review the reports. The firm provided AIM with a report, which included recommendation for further exploration.

NOTE 5 – CONVERTIBLE NOTE

On November 6, 2014, the Company issued convertible notes with a principal balance of $92,250, maturity date of November 6, 2015 and an interest rate per annum of 8%. The principal is convertible into common shares of the Company at a conversion rate equal to 55% of the lowest trading price of the Company’s common stock for the fifteen prior trading days, as defined in the agreement.

The Company is accounting for the conversion feature as a separate derivative liability under ASC 815. As such, the Company will carry the conversion feature liability at fair value on the balance sheet. The Company determined the fair value of the conversion feature as at November 6, 2014 and also as of the quarter ended November 30, 2014. The fair value took into consideration the look-back provision and was determined pursuant to guidance provided by ASC 718-50-55-24, which required the Company to use a combination of the fair value of a share of common stock and a share’s put and call value determined using an option valuation model. To determine the put and call values, the Company used the Black-Scholes option valuation model using the following inputs: the fair value of the common stock of $0.42, exercise price of $0.1485, remaining contractual term (1 year as of November 6, 2014), volatility of 119.5% and a risk-free interest rate of approximately 0.12%. To determine the fair value of a share of common stock, the Company used the last trading price that took place on January 13, 2015, for which shares of common stock were traded. Volatility was determined using a peer group of public companies, and the Company used US treasuries with a similar contractual term to determine the risk-free interest rate.

The conversion feature was fair valued at $237,067 at November 6, 2014 and $230,407 at February 28, 2015. The change in fair value of the conversion feature is being recorded through operating results. During the period ended February 28, 2015, the Company recognized other income of $6,660 related to the change in fair value of the conversion feature.

When recording the conversion feature liability at November 6, 2014, the Company recognized a 100% debt discount on the convertible notes payable of $92,250 and finance costs expense of $151,135. The debt discount is being accreted to finance costs using the straight-line method over the one-year contractual term of the debt. During the quarter ended February 28, 2015, the Company also recognized in the normal course accretion of $22,747.

NOTE 6 – CAPITAL STOCK

The Company’s has authorized 250,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share. At February 28, 2015, 89,100,000 shares of common stock were issued and outstanding, and 100,000 shares of preferred stock were issued and outstanding.

In February 2010, a director of the Company purchased 10,000,000 shares of the common at $0.001 per share for $10,000.

In August 2011, the Company issued 40,000,000 shares for cash of $40,000 to 34 shareholders.

F-19

AIM EXPLORATION INC.(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2015 (unaudited)

NOTE 6 – CAPITAL STOCK (Continued)

During the year ended August 31, 2013 the Company issued 18,000,000 shares to 6 shareholders for cash proceeds of $18,000.

In July 2014, the Company issued 15,750,000 common shares in connection with the acquisition of certain mining property. (Note 4)

As of August 31, 2014, the Company has not granted any stock options and has not recorded any stock-based compensation.

During the period ended February 28, 2015, the Company issued 5,000,000 shares to 1 shareholder in connection with an asset acquisition agreement. The Company also issued 350,000 shares to 1 shareholder in connection with a six-month investor relations campaign.

During the period ended February 28, 2015, the Company issued 100,000 preferred shares to 1 shareholder, a related party of the Company, in connection with services rendered.

As of February 28, 2015, the Company has not granted any stock options and has not recorded any stock-based compensation.

NOTE 7 – LOAN PAYABLE - RELATED PARTIES

During the period ended February 28, 2015 and 2014, advances from a director of the Company were $Nil and $500, respectively. The amounts are unsecured, non-interest bearing and are due on demand.

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no material events to disclose.

F-20

AIM EXPLORATION INC.

12Subject to Completion,~~000,000~~ ~~SHARESCOMMON~~Dated ~~STOCK~~December 11, 2017

~~PROSPECTUS~~Prospectus

~~DEALER PROSPECTUS DELIVERY OBLIGATION~~115,000,000 Shares

~~Until (180 days after the effective date)~~AIM EXPLORATION, ~~all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus~~INC. ~~This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.~~

44Common Stock

~~Part II~~ 51

~~Information~~Table ~~Not~~of ~~Required In the Prospectus~~Contents

~~Other Expenses of Issuance and Distribution~~ PART II

~~The~~INFORMATION NOT ~~estimated~~REQUIRED ~~costs~~IN ~~of this offering are as follows:~~ PROSPECTUS

Securities and Exchange Commission registration fee	$	237.05
Transfer Agent Fees	$	0.00
Accounting fees and expenses	$	5,000.00
Legal fees and expenses	$	25,000.00
Edgar filing fees	$	500.00
Miscellaneous (printing, etc.)	$	2,262.95
Total	$	33,000.00

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. The selling stockholders will bear no expenses associated with this offering except for any broker discounts and commissions or equivalent expenses and expenses of the selling stockholders’ legal counsel applicable to the sale of its shares. All of the amounts shown are estimates, ~~other~~except ~~than~~for the Securities and Exchange Commission's registration ~~fee~~fees.

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Securities and Exchange Commission registration fees	$	42.65
Accounting fees and expenses	$	10,000.00
Legal fees and expenses	$	15,000.00
Miscellaneous fees and expenses	$	4,957.35
Total	$	30,000.00

45ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

~~Our~~Nevada law permits a company to indemnify its directors and officers, except for any act of dishonesty. The Company has provided in its bylaws for the indemnification of its officers and directors against expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which they are ~~indemnified~~a party by reason of their status as ~~provided~~an byofficer ~~the~~or ~~Nevada~~director, except ~~Revised~~in ~~Statutes~~cases ~~and~~of ~~our~~negligence ~~bylaws.~~or misconduct in the performance of duty.

~~Under~~The Company’s articles of incorporation limit or eliminate the ~~NRS,~~personal liability of its officers and directors’ ~~immunity~~for damages resulting from ~~liability~~breaches toof atheir ~~company~~fiduciary duty for acts or ~~its~~omissions, ~~shareholders~~except for ~~monetary~~damages ~~liabilities~~resulting ~~applies~~from ~~automatically~~acts ~~unless~~or itomissions iswhich involve ~~specifically~~intentional ~~limited~~misconduct, byfraud, a ~~company's~~knowing ~~articles~~violation of ~~incorporation~~law, ~~that~~or ~~is not~~ the ~~case~~inappropriate ~~with~~payment ~~our articles~~ of ~~incorporation. Excepted~~dividends ~~from~~in ~~that~~violation ~~immunity~~of ~~are:~~Nevada Revised Statutes.

(1)	a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the directors has a material conflict of interest;
(2)	a violation of criminal law (unless the directors had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
(3)	a transaction from which the directors derived an improper personal profit; and
(4)	willful misconduct.

The above discussion of our bylaws and Nevada law is not intended to be exhaustive and is respectively qualified in its entirety by such bylaws and applicable Nevada law.

~~Our~~To the ~~bylaws~~extent ~~provide~~ that ~~we will indemnify and advance litigation expenses to~~ our directors, ~~officers, employees~~ and ~~agents~~officers toare ~~the~~indemnified ~~extent~~under ~~permitted by law,~~ the ~~Articles~~provisions orcontained in our ~~Bylaws~~bylaws, ~~and~~Nevada ~~shall~~law ~~indemnify~~or ~~and~~contractual arrangements ~~advance~~against ~~litigation~~liabilities ~~expenses~~arising tounder ~~our directors, officers, employees and agents to~~ the ~~extent~~Securities ~~required~~Act byof ~~law~~1933, ~~the~~as ~~Articles~~amended or(the ~~our~~“Securities ~~Bylaws. Our obligation of indemnification~~Act”), ifwe ~~any,~~have been ~~shall~~advised bethat ~~conditioned~~in onthe ~~our~~opinion ~~receiving prompt notice~~ of the ~~claim~~Securities and ~~the~~Exchange ~~opportunity~~Commission tosuch ~~settle~~indemnification ~~and~~is ~~defend~~against ~~the~~public ~~claim. We~~policy ~~may,~~as toexpressed in the ~~extent~~Securities ~~permitted by law~~Act, ~~purchase~~ and ~~maintain insurance on behalf of an individual who~~ is ortherefore ~~was a directors, officer, employee or agent of ours~~unenforceable.

Our bylaws provide that we will advance all expenses incurred to our directors, officers, employees and agents to the extent permitted by law, our Articles or our Bylaws, and shall indemnify and advance litigation expenses to our directors, officers, employees and agents to the extent required by law, the Articles or our Bylaws. Our obligations of indemnification, if any, shall be conditioned on our receiving of prompt notice of the claim and the opportunity to settle and defend the claim. We may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of ours.52

~~Recent~~Table ~~Sales~~ of ~~Unregistered Securities~~ Contents

~~During the period ended February 28, 2015, the Company issued 5,000,000 shares to 1 shareholder in connection with an asset acquisition agreement~~.ITEM 15 ~~The~~RECENT ~~Company~~SALES ~~also~~OF ~~issued~~UNREGISTERED ~~350,000 shares to 1 shareholder in connection with a six-month investor relations campaign.~~SECURITIES

~~During~~On ~~the~~May ~~period ended February 28~~19, ~~2015~~2017, the Company issued to ~~100~~Power Up Lending Group Ltd. a convertible promissory note in the principal amount of $63,000, ~~preferred~~in ~~shares~~connection towith 1a ~~shareholder~~Securities Purchase Agreement entered into by the parties on May 19, 2017. The note accrues interest at a ~~related~~rate ~~party~~of 12% per annum, with a maturity date of February 28, 2018. The holder of the note may convert any or all of the principal outstanding into shares of the Company,’s common instock ~~connection~~at ~~with~~a ~~services~~price ~~rendered~~equal to 61% of the lowest trading price of the common stock during the 15 trading days prior to issuing a notice of conversion to the Company.

~~All~~On ofJune ~~the~~26, ~~above~~2017, ~~shares~~the ~~were~~ Company issued ~~pursuant~~ to ~~private~~Power ~~placements~~Up ~~that~~Lending ~~were~~Group ~~exempt~~Ltd. ~~from~~a ~~registration~~convertible ~~provided~~promissory ~~under~~note ~~Regulation~~in ~~S of~~ the ~~Securities~~principal ~~Act~~amount of ~~1933. Our~~$33,000, ~~reliance~~in ~~upon~~connection ~~the~~with ~~exemption~~a ~~under~~Securities Purchase ~~Rule~~Agreement ~~903~~entered ofinto ~~Regulation~~by ~~S of~~ the ~~Securities~~parties ~~Act was based~~ on ~~the~~June ~~fact~~26, ~~that~~2017. ~~the~~The ~~sale~~note ofaccrues ~~the~~interest ~~securities~~at ~~was~~a ~~completed~~rate inof an12% ~~"offshore~~per ~~transaction~~annum,” aswith ~~defined~~a inmaturity date ~~Rule 902(h)~~ of ~~Regulation~~March S30, 2018. We ~~did~~The ~~not~~holder ~~engage~~of inthe ~~any~~note ~~directed~~may ~~selling~~convert ~~efforts,~~any asor ~~defined~~all inof ~~Regulation S, in~~ the ~~United~~principal ~~States~~outstanding ininto ~~connection~~shares ~~with the sale~~ of the ~~securities.~~Company’s common ~~Each~~stock ~~investor~~at ~~was~~a ~~not~~price aequal USto ~~person,~~61% asof ~~defined~~the inlowest ~~Regulation~~trading S,price ~~and~~of ~~was~~the ~~not~~common ~~acquiring~~stock during the ~~securities~~15 ~~for~~trading ~~the~~days ~~account~~prior orto ~~benefit~~issuing a notice of aconversion USto ~~person~~the Company.

46On September 11, 2017, the Company entered into an Equity Purchase Agreement (the “L2 Purchase Agreement”) with L2 Capital, LLC (“L2 Capital”). Under the L2 Purchase Agreement, the Company may from time to time, in its discretion, sell shares of its common stock to L2 Capital for aggregate gross proceeds of up to $5,000,000. Unless terminated earlier, L2 Capital’s purchase commitment will automatically terminate on the earlier of the date on which L2 Capital shall have purchased Company shares pursuant to the Purchase Agreement for an aggregate purchase price of $5,000,000 or September 11, 2020. The Company has no obligation to sell any shares under the L2 Purchase Agreement.

On September 11, 2017, the Company issued to L2 Capital, LLC. (“L2 Capital”) a convertible promissory note in the principal amount of $150,000, in connection with a Securities Purchase Agreement entered into by the parties on September 11, 2017. This note was issued by the Company to L2 Capital as a commitment fee, pursuant to the L2 Purchase Agreement detailed in item “c” above. The note accrues interest at a rate of 8% per annum, with a maturity date of September 11, 2018. The holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at a price equal to 60% of the lowest trading price of the common stock during the 30 trading days prior to issuing a notice of conversion to the Company.

Table of Contents

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits

Exhibit
Exhibit Number		Description
Number		Description
3.1	(1)	Articles of Incorporation
3.2	(1)	By-Laws
5.1		Legal Opinion of Dean Law Corp., with consent to use
3.3	(3)	Certificate of Designation
10.1		Equity Purchase Agreement with Southridge Partners II, LP dated January 12, 2015
3.4	(3)	Certificate of Designation
10.2		Registration Rights Agreement with Southridge Partners II, LP dated January 12, 2015
3.5	(3)	Certificate of Designation
10.3		Promissory Note issued to Southridge Partners II, LP dated January 12, 2015
3.6	(4)	Certificate of Designation
23.1		Consent of David A. Aronson, CPA, P.A.
4.1	(2)	Warrant
5.1	*	Legal Opinion of The Doney Law Firm., with consent to use
10.1	(2)	Equity Purchase Agreement with L2 Capital, LLC
10.2	(2)	Registration Rights Agreement with L2 Capital, LLC
10.3	(2)	Promissory Note issued to L2 Capital, LLC
10.4	(2)	Securities Purchase Agreement
10.5	(2)	Promissory Note
23.1	*	Consent of BF Borgers CPA PC
23.2	*	Consent of Anton & Chia LLP
101	**	XBRL files

(1) Previously filed on our Form S-1 filed with the Commission on June 12, 2012.

(2) Previously filed on ~~our~~ Form S8-1K ~~filed with the Commission~~ on ~~June~~September 1226, ~~2012~~2017.

47(3) Previously filed on Form 8-K/A on September 8, 2017.

~~The~~(4) ~~undersigned~~Previously ~~registrant~~filed ~~hereby~~on ~~undertakes:~~Form 8-K/A on September 4, 2014.

1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
	(a)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(b)	To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; Notwithstanding the forgoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b)if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
	(c)	To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.
2.	That, for the purpose of determining any liability under the

__________________

Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

*	Filed herewith.
**	In accordance with Rule 406T of Regulation S-T, this information is deemed not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

3ITEM 17. UNDERTAKINGS

~~To remove from registration by means of~~ (a) The ~~post-effective~~undersigned ~~amendment~~registrant ~~any of the securities being registered~~ hereby ~~which remain unsold at the termination of the offering.~~undertakes:

4(1.) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors, and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable(i. In) To ~~the~~include ~~event~~any ~~that~~prospectus arequired claim for indemnification against such liabilities is asserted our director, officer, or other controlling person in connection with the securities registered, we will, unless in the opinion of our legal counsel the matter has been settled by ~~controlling~~section ~~precedent, submit the question of whether such indemnification is against public policy to~~ 10(a)(3) ~~court~~ of ~~appropriate jurisdiction. We will then be governed by~~ the ~~final~~Securities ~~adjudication~~Act of ~~such issue.~~1933;

5(ii.) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed

Each prospectus filed pursuant to Rule 424(b) as part of a Registration statement relating to an offering, other than registration statements relying on Rule 430(B) or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided; however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by referenced into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.54

~~Insofar~~Table as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. Contents

48that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

~~Signatures~~(iii.) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

~~Pursuant~~(2.) That, tofor the ~~requirements~~purpose of determining any liability under the Securities Act of 1933, ~~the~~each ~~registrant~~such ~~has~~post-effective amendment ~~duly~~shall ~~caused~~be ~~this~~deemed ~~registration statement~~ to be ~~signed~~a onnew ~~its~~registration ~~behalf~~statement byrelating to the ~~undersigned,~~securities ~~thereunto~~offered ~~duly~~therein, ~~authorized~~and in the ~~City~~offering of ~~Henderson,~~such securities ~~State~~at ofthat ~~Nevada,~~time onshall be deemed to be the ~~15th~~ ~~day~~initial ofbona ~~May,~~fide ~~2015.~~offering thereof;

~~Aim~~(3.) To ~~Exploration~~remove ~~Inc.~~from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

~~By: /s/~~(5.) That, ~~James~~for ~~Robert~~the ~~Todhunter James~~purpose ~~Robert~~of ~~Todhunter~~determining ~~President~~liability under the Securities Act of 1933 to any purchaser,~~Chief~~ ~~Executive~~each prospectus ~~Officer~~filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

~~Pursuant~~(6.) That, tofor the ~~requirements~~purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, ~~has~~regardless ~~been~~of ~~signed~~the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, ~~persons~~the inundersigned registrant will be a seller to the ~~capacities~~purchaser and onwill ~~the~~be ~~dates~~considered ~~stated.~~to offer or sell such securities to such purchaser:

SIGNATURE	CAPACITY IN WHICH SIGNED	DATE
/s/ James Robert Todhunter	President, Chief Executive	May 15, 2015
James Robert Todhunter	and Director
/s/ Gregorio Formoso	Secretary, Treasurer, Principal	May 15, 2015
Gregorio Formoso	Accounting Officer, Principal Financial Officer and Director
/s/ Guil Rivera	Director	May 15, 2015
Guil Rivera

(i.) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

49(ii.) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii.) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv.) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Henderson, State of Nevada, on December 11, 2017.

	AIM EXPLORATION INC.


	By:	/s/ James Robert Todhunter
		James Robert Todhunter
		Chief Executive Officer
		(Principal Executive Officer)


	By:	/s/ Gregorio Formoso
		Gregorio Formoso
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints James Robert Todhunter, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date


/s/ James Robert Todhunter	Chief Executive Officer, Director	December 11, 2017
James Robert Todhunter	(Principal Executive Officer)

/s/ Gregorio Formoso	Chief Financial Officer	December 11, 2017
Gregorio Formoso	(Principal Financial Officer)

/s/ Carlos Arias Eguiguren	Director	December 11, 2017
Carlos Arias Eguiguren

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