I, Gary D. Woerz, certify that:

1. I have reviewed this Quarterly Report of American International
  Industries Inc.;

2. Based on my knowledge, this report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects the financial
    condition, results of operations and cash flows of the small business issuer as of, and
    for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are
    responsible for establishing and maintaining disclosure controls and procedures (as
    4efined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
    reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small
    business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly during the
      period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused
      such internal control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with generally
      accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's
      disclosure controls and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the period
      covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's
      internal control over financial reporting that occurred during the small business issuer's
      most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case
      of an annual report) that has materially affected, or is reasonably likely to materially
      affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have
    disclosed, based on our most recent evaluation of internal control over financial
    reporting, to the small business issuer's auditors and the audit committee of the small
    business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design
      or operation of internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer's ability to record, process, summarize and
      report financial information; and

(b) Any fraud, whether r not material, that involves management or other
      employees who have a significant role in the small business issuer's internal control over
      financial reporting.

Date: August 8, 2006

/s/ Gary D. Woerz
Chief Financial Officer