UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 for the period ended February 28, 2002



[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE Act of 1934 for the transition period from ___ to ___.



Commission File Number 0-30368



American International Ventures, Inc.

--------------------------------------------

(Name of Small Business Issuer in its charter)



Delaware                                         22-3489463

-------------------------------            ---------------------------

(State or other jurisdiction of          (I.R.S. Employer Identification no.)

incorporation or organization)



260 Garibaldi Avenue, Lodi, New Jersey 07644

--------------------------------------------

(Address of principal executive offices)



(973) 335-4400

-------------------------------------------------

(Registrant's telephone number, including area code)



Securities registered under Section 12 (b) of the Act:



Title of each class              Name of exchange on which

to  be  registered              each  class is to be registered

None                              None



Securities registered under Section 12(g) of the Act:



Common Stock

--------------

(Title of Class)



Indicate  by check  mark  whether  the  registrant  (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities  Exchange Act of 1934 during the  proceeding  12 months and (2) has been  subject to such filing requirements for the past 90 days.



(1) Yes: [ ]    No: [X]

(2) Yes: [X]    No: [ ]



Indicate the number of shares  outstanding  of each of the issuer's  classes of common stock, as of the close of the period covered by this report:

14,445,544 shares of Common Stock, $.00001 par value.



Transitional Small Business Issuer Format (Check One):

Yes:      No:  X











PART I -FINANCIAL INFORMATION



Page Number

Item 1.   Financial Statements (Unaudited):



-Consolidated Balance Sheet at February 28, 2002

and May 31, 2001----------------------------------------------3

-Consolidated Statements of Operations

for the nine months ended February 28, 2002 and the nine months

ended February 28, 2001-----------------------------------------4

-Consolidated Statements of Operations

for the three months ended February 28, 2002 and the three

months ended February 28, 2001----------------------------------5

-Consolidated Statements of Cash Flows for the nine months

ended February 28, 2002 and the nine months

ended February 28, 2000 ----------------------------------------6

-Notes to Financial Statements ----------------------------------7



Item 2. Management's Discussion and Analysis or Plan of Operations ----8



Item 3. Controls and Procedures.---------------------------------------10

PART II



Item 1.   Legal Proceedings -------------------------------------------11





Item 2.   Changes in Securities ---------------------------------------11





Item 3.   Defaults Upon Senior Securities -----------------------------11





Item 4.   Submission of Matters to a Vote of Security Holders ---------11



Item 5.   Other information -------------------------------------------11





Item 6.   Exhibits and Reports on Form-K-------------------------------11





Signatures ------------------------------------------------------------11























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AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS



ASSETS



February 28, 2002

May 31, 2001

(Unaudited)

(Audited)



Current Assets

Cash

$      3,378

$      3,811

Accounts receivable, less allowance for

doubtful accounts

3,865

13,145

Inventory

1,284

3,178

Prepaid expense

150

150



Total current assets

8,677

20,284



Fixed Assets

Office furniture and equipment

15,682

21,589

Less, accumulated depreciation

8,206

6,682

Net fixed assets

7,476

14,907



Other Assets

Deferred financing cost

6,917

8,417

Security deposits

550

5,544

Stockholder advance

400

-



Total other assets

7,867



13,961







TOTAL ASSETS

$  24,020

$  49,152



LIABILITIES AND STOCKHOLDERS DEFICIT



Current Liabilities

Accounts payable

$   366,438

$  194,508

Payroll and sales taxes payable

77,092

62,260

Notes payable, due currently

100,979

92,308

Security deposit payable

-

1,800

Stockholder advance

19,500

8,000



Total current liabilities

564,009

358,876



Notes Payable

53,354

63,488







Total Liabilities

617,363

422,364



Stockholders Deficit

Common stock  authorized, 50,000,000

shares of $.00001 par value; issued and

outstanding, 14,445,544 shares



144

144

Capital in excess of par value

599,043

599,043

Accumulated deficit

(1,192,530)

(972,399)

Total stockholders deficit

(593,343)

(373,212)

TOTAL LIABILITIES AND







STOCKHOLDERS DEFICIT

$ 24,020



$  49,152



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



AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Nine Month Periods Ended February 28, 2002 and 2001

(Unaudited)





2002

2001



Net Sales

$ 261,749

$ 301,373



Cost of Goods Sold

165,600

162,569

Gross Profit

96,149

138,804



Selling and Administrative Expenses

284,864

438,537







Operating loss

(188,715)

(299,733)



Other Income and Expense







Rental income

6,750

12,150

Loss on sales of furniture

(3,259)

-

Interest expense

(34,907)

(5,887)



Net Loss

$(220,131)

$(293,470)



Loss Per Share:

Basic and Diluted

$(.01)

$(.02)



Weighted Average Number of Shares Outstanding

14,445,544

12,203,878



































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



AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Month Periods Ended February 28, 2002 and 2001

(Unaudited)





2002

2001



Net Sales

$   75,872

$ 104,671



Cost of Goods Sold

45,793

33,647

Gross Profit



30,079

71,024



Selling and Administrative Expenses

48,468

221,888







Operating loss

(18,389)

(150,864)



Other Income and Expense







Rental income

-

6,750

Loss on sales of furniture

-

-

Interest expense

(20,194)

(2,224)



Net Loss

$  (38,583)

$(146,338)



Loss Per Share:

Basic and Diluted

$-

$(.01)





Weighted Average Number of Shares Outstanding

14,445,544

13,020,544



































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



AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Month Periods Ended February 28, 2002 and 2001

(Unaudited)



2002

2001



Cash Flows From Operations:

Net loss

$(220,131)

$(293,470)

Adjustments to reconcile net loss to net cash

consumed by operating activities:

Depreciation and amortization

4,472

4,660

Loss on sales of furniture

3,259

-

Changes in current assets and liabilities:

Increase in payroll and sales taxes payable

14,832

32,610

Decrease (increase) in accounts receivable

9,280

(14,394)



Decrease (increase) in security deposits

4,994

(3,710)



Increase in accounts payable and



accrued liabilities

171,930

17,320

Increase in liability for security deposit

(1,800)

1,800

Decrease in inventory

1,894

4,909

Increase in prepaid expense

-

(50)

Net cash consumed by operating

activities

(11,270)

(250,325)



Cash Flows From Investing Activities:

Purchase of furniture and equipment

-

(10,022)

Proceeds of sales of furniture

1,200

-

Fees paid to arrange debt financing

-



(10,000)





Net cash provided (consumed) by

investing activities

1,200

(20,022)



Cash Flows From Financing Activities:

Proceeds of sales of capital stock

-

228,499

Proceeds of borrowing

23,393

52,089

Repayments of debt

(24,856)

-

Increase (decrease) in stockholder advances

11,100

5,000



Net cash provided (consumed) by

financing activities



9,637

285,588







Net increase (decrease) in cash

(433)

15,241



Cash balance, beginning of period

3,811

(5,825)







Cash balance, end of period

$ 3,378

$ 9,416



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

AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

February 28, 2002

(Unaudited)









1.

BASIS OF PRESENTATION



The unaudited interim consolidated financial statements of American International Ventures, Inc. and its subsidiary (the Company) as of February 28, 2002 and for the three and nine month periods ended February 28, 2002 and 2001, have been prepared in accordance with generally accepted accounting principles.  In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such periods.  The results of operations for the six months ended February 28, 2002 are not necessarily indicative of the results to be expected for the full fiscal year ending May 31, 2002.



Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading.  The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company for the year ended May 31, 2001.













































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Item 2.

Management's Discussion and Analysis or Plan of Operations



Overview

-------



In March 2001, the Company acquired all the issued and outstanding capital stock of TLM Industries, Inc. (TLM). TLM thereafter merged with its wholly owned subsidiary, GetToner.com, Inc. ("GetToner"), pursuant to which GetToner was the surviving entity. For the period represented by this filing, GetToner is a wholly owned subsidiary of the Company, and is engaged in the business of selling office supply products, principally disposable imaging products such as laser toner, inkjet, and fax ribbon cartridges for computer printers, fax machines and copiers.



Prior to the transaction with TLM and GetToner, the Companys operations consisted of providing limited consulting services to mining companies. These services included, the review of existing, and introduction of new, assay processes, and the introduction of technical personnel and sources of investment capital. During 1999, the Company provided consulting services to Birch Mountain Resources Ltd., a company trading on the Canadian Venture Exchange (symbol: BMD.V) under an arms length agreement. The Company introduced technical consultants to Birch Mountain that advanced certain mining assay procedures employed by Birch Mountain. In exchange for providing services to Birch Mountain, the Company may be entitled to receive a total of 500,000 shares of common stock of Birch Mountain, of which 350,000 shares have been received to date by the Company. The remaining 150,000 shares will be issued to the Company contingent upon Birch Mountain developing a proprietary assay procedure that meets certain established standards. At this time, the Company is uncertain as to whether it will receive the remaining 150,000 shares of Birch Mountain common stock. The Company may explore the possibility of providing similar consulting services to other mining companies in the future, although it has no present arrangement with any other mining company.  The Company expects that it will be able to provide such services based upon the contacts and limited expertise of the Companys Chairman and President. The Company, however, in the performance of these services may be required to augment its expertise by retaining consultants from time to time in the mining industry. The Company believes that these consultants are readily available in the industry at reasonable rates.



Nine month period ended February 28, 2002 compared with nine month period ended February 28, 2001.

----------------------------------------------------------------------

Revenues for nine month period ended February 28, 2002 were $261,749 which represents a decrease of $39,624 or 13.1% from revenues of $301,373 for the comparable period in 2001. The revenues for both periods relate to sales of GetToner products. The decrease in revenues was due to a slight shift in product mix and market emphasis. Prior to 2001, a significant portion of GetToner sales was directed to wholesalers purchasing register tapes, which produced higher revenues per sale but carried lower profit margins.  During part of 2001, GetToner began to shift its sales emphasis to retail customers purchasing inkjet and laser toner cartridges through the Internet and other sales channels, which produced smaller revenues per sale with projected higher profit margins. During late fiscal 2002, the Company began to experience lower selling prices due to increased competition and higher product costs due to supplier changes, both of which reduced the projected higher margins of its cartridge sales.



Cost of goods sold for the 2002 period totaled $165,600 or 63.3% of total revenue contrasted with $162,569 or 53.9% of total revenue for the 2001 period. Gross profit for the 2002 period was $96,149 compared with $138,804 for the 2001 period.



Selling and administrative expenses which consists of marketing expenses, salaries, rent, and other general and administrative expenses were $284,864 for the 2002 period contrasted with $438,537 for the prior period. The decrease of $153,673 or 35% from the prior period reflects the payment of salaries to two officers of the Company which occurred during the 2001 period, and reduced advertising and marketing costs and professional costs for GetToner during the 2002 period.



Operating loss for the 2002 period was $188,715 compared with an operating loss of $299,733 for the prior period. The decrease in operating loss of $111,018 or 37% from the prior period is due to lower selling and administrative costs partially offset by reduced sales, both of which are discussed above. No research and development costs were incurred during the 2002 or 2001 periods, and there is no seasonal impact on the Company's sales.



Rental income was $6,750 for the 2002 period compared with $12,150 for the prior period. The rental income relates a sublease of part of GetToners office space which occurred during the second quarter of 2000 and terminated in third quarter of 2001. Interest expense on long and short term debt totaled $34,907 for the current period contrasted with $5,887 for the prior period. The increase of $29,020 or 493% is due principally to an increase in credit card debt which was incurred during the current period to support the operations of GetToner. In addition during the 2002 period, GetToner sold furniture at a loss in the amount of $3,259.



The net loss for the 2002 period was $220,131 of $0.01 per share compared with $293,470 or $0.02 per share for the prior period. The increase in net loss of $73,339 or 25% for the 2002 period is due to reasons discussed above.



Liquidity And Capital Resources.



As of February 28, 2002, the Company's working capital deficit was $555,332 compared with a working capital deficit of $338,592 for the year ended May 31, 2001. The increase in the working capital deficit reflects the operational losses sustained by GetToner during this period.



During fiscal year 1999 and continuing through February 2001, prior to the acquisition of TLM and GetToner, the Company's capital requirements have been insignificant due to its relatively limited operations. During this period its capital requirements have been funded principally through the private placement of its common stock and from loans from the Company's President and Chairman. During fiscal 2001 and in connection with the acquisition of GetToner, the Company raised $153,500 from the private placement of 1,800,000 shares of common stock at prices ranging from $0.06 to $0.10 per unit. Of the shares sold, 650,000 were sold as units, each of which included a warrant entitling the holder to purchase an additional share at anytime during the ensuing year at a price of $1 per share. The proceeds were used to fund the operations of GetToner. In February 2001, the Company and its Chairman and President each agreed to certain compensation arrangements for the one-year period ending May 31, 2001. In consideration for acting as chairman and president of the Company for such period, the Company issued 300,000 shares of common stock of each such officer. In addition, during February 2001, the Company issued 200,000 shares of common stock in exchange for cancellation of a loan in the amount of $19,035 in favor of the Companys Chairman and issued 200,000 shares of common stock in exchange for cancellation of a loan in the amount of $18,129 in favor of the Company's President.



GetToner has experienced significant losses.  GetToner is uncertain as to when it will achieve profitable operations. The Companys financial statements contain note disclosures describing the circumstances that lead to doubt over the ability of GetToner to continue as a going concern. In his report on the consolidated financial statements for the year ended May 31, 2001, the Companys independent auditor included an explanatory paragraph regarding its ability to continue as going concern.



Forward Looking Statements. Certain of the statements contained in this Quarterly Report on Form 10-QSB include "forward looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). See the Company's Annual Report on Form 10-KSB for the period ending May 31, 2001 (Form 10-KSB) for additional statements concerning operations and future capital requirements. Certain risks exist with respect to the Company and its business, which risks include: its limited assets, absence of significant operating revenue, and the need for additional capital; lack of established marketing strategy; sale of compatible and remanufactured products; and competition; among other factors. Readers are urged to refer to the section entitled Cautionary Statements in the Companys Form 10-KSB for a broader discussion of such risks and uncertainties.



Item 3. CONTROLS AND PROCEDURES.



(a)

The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the chief executive officer and the principal financial officer of the Company concluded that the Company's disclosure controls and procedures were adequate.



(b)

Changes in internal controls. The Company made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the chief executive officer and principal financial officer.



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PART II



Item 1.   Legal Proceedings.

None



Item 2.   Changes in Securities.

None



Item 3.   Defaults Upon Senior Securities.

None



Item 4.   Submission of Matters to a Vote of Security Holders.

None



Item 5.   Other Information.

None



Item 6.   Exhibits and Reports on Form 8-K

99.1

Certification under Section 906 of the Sarbanes-Oxley Act



SIGNATURES



In accordance with the requirements of the Securities Exchange Act of 1934, the registrant  has duly  caused  this report to be signed on its behalf by the undersigned thereunto duly authorized.



Dated: July 10, 2003



AMERICAN INTERNATIONAL VENTURES, INC.





/s/ Jack Wagenti

Jack Wagenti

Principal Accounting Officer and

Principal Executive Officer





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CERTIFICATION

I, Jack Wagenti, certify that:



1. I have reviewed this quarterly report on Form 10-QSB of American International Ventures, Inc.;



2. Based on my knowledge, this quarterly 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 quarterly report;



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



4. I am the registrant's sole certifying officer and am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and



6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: July 10, 2003

/s/ Jack Wagneti

Jack Wagenti

Principal Accounting Officer

And Principal Executive Officer



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