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: November 10, 2006

/s/ Gary D. Woerz
CFO