UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No 1.

FORM 10-QSB/A



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

EXCHANGE ACT OF 1934 for the period ended November 30, 2006



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)



4058 Histead Way, Evergreen, Colorado 80439

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

(Address of principal executive offices)



303-670-7378

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

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



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes: [  ]    No: [X]



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of January 3, 2007 is 19,345,044 shares of Common Stock, $.00001 par value.



Transitional Small Business Issuer Format (Check One): Yes:      No:  [X]

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EXPLANATORY NOTE



The Company is filing this Amendment #1 (the Amended Form 10-QSB) to its Form 10-QSB for the period ended November 30, 2006 filed on January 16, 2007 (Original Form 10-QSB) in response to comments received from the Staff (Staff) of the Securities and Exchange Commission (Commission). These comments relate to the characterization of income received by the Company during the period ended November 30, 2006. During the period ended November 30, 2006, the Company received income from its former joint venture partner for the Bruner property. In the Original Form 10-QSB, this income was characterized as Royalty revenues on the Companys unaudited balance sheet for the 2006 period.  This Amended Form 10-QSB re-characterizes such income as Other Income.



Except to the extent expressly set forth herein, this Amended Form 10-QSB speaks as of the filing date of the Original Form 10-QSB and has not been updated to reflect events occurring subsequent to the filing date of the Original Form 10-QSB other than those required to reflect the effects of the comments received by the Staff. Accordingly, this Amendment should be read in conjunction with our filings made with the Commission subsequent to the filing of the Amended Form 10-KSB, including any amendments to those filings.



Page Number

PART I  FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited):

- Balance Sheets at November 30, 2006 (unaudited)

and May 31, 2006 (audited)

3

- Statements of Operations and Deficit Accumulated During  Exploration

Stage for the three month periods ended November 30, 2006 and

November 30, 2005 and from June 1, 2003 to November 30, 2006

4

- Statements of Operations and Deficit Accumulated During  Exploration

Stage for the three month periods ended November 30, 2006 and

November 30, 2005, and from June 1, 2003 to November 30, 2006

5

- Statements of Cash Flows for the three month periods

ended November 30, 2006 and November 30, 2005, and

from June 1, 2003 to August 31, 2006

6

-Notes to Financial Statements

7

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

8

Item 3. Effectiveness of the registrants disclosure controls and procedures

10



PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

11

Item 2. Changes in Securities

11

Item 3. Defaults upon Senior Securities

11

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

11

Item 5. Other Information.

11

Item 6. Exhibits and Reports on Form 8-K.

11

Signatures

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2

AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

BALANCE SHEET





November 30, 2006

May 31, 2006

(Unaudited)

(Audited)



ASSETS

Current Assets

Cash

$      70,409

$     88,539

Prepaid expense

150

150

Total current assets

70,559

88,689



Fixed Assets

Office furniture and equipment

11,567

11,567

Less, accumulated depreciation

11,567

11,567

Net fixed assets

-

-





Other Assets

Restricted cash

-

25,667

Mining rights



8,670

8,670

Total other assets

8,670



34,337



TOTAL ASSETS

$ 79,229

$123,026



LIABILITIES AND STOCKHOLDERS DEFICIT



Current Liabilities

Accounts payable and accrued expenses

$17,500

$39,028

Total current liabilities



17,500

39,028



Stockholders Deficit

Common stock  authorized, 50,000,000

shares of $.00001 par value; issued and

outstanding, 19,345,044 and 20,145,044

shares, respectively



193

201

Capital in excess of par value

1,206,300

1,206,292

Additional paid in capital  options

52,227

48,748

Additional paid in capital  warrants

110,315

110,315

Deficit accumulated during exploration stage

(568,322)

(542,574)

Deficit prior to exploration stage

(738,984)



(738,984)







Total stockholders deficit



61,729

83,998

TOTAL LIABILITIES AND







STOCKHOLDERS DEFICIT

$79,229

$123,026





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

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AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS AND DEFICIT

ACCUMULATED DURING EXPLORATION STAGE

For the Six Month Periods Ended November 30,

(Unaudited)





June 1, 2003

(Date of Inception of

Exploration Stage)

2006

2005       To November 30, 2006



Revenue

$            -

$       -

$      -



Administrative Expenses

51,723

99,133            671,963









Operating Loss

(51,723)

(99,133)

(671,963)



Other Income and Expense:

Other Income

$       25,000

$       15,000

$   40,000

Interest income

975

507

3,882

Interest expense

-

-

(206)

Profit on sales of securities

-

-

59,965

Loss Accumulated During Exploration Stage

$(25,748)

$(83,626)

$(568,322)



Loss Per Share  Basic and Diluted

$-

$-





Weighted Average Number of Shares Outstanding

19,720,964

20,595,663



Included within Administrative Expenses are the following amounts:



2006

2005



Consulting fees

$       23,110

$         6,009

Professional fees

16,588

81,139

Drilling expense



-

6,217

Options expense

3,479

1,000

Geology fees



-

-

Licenses and permits



4,542

-

Other expenses



4,004

4,768

$  51,723

$  99,133











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

4

AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS AND DEFICIT

ACCUMULATED DURING EXPLORATION STAGE

For the Three Month Periods Ended November 30,

(Unaudited)





June 1, 2003

(Date of Inception of

Exploration Stage)

2006

2005       To November 30, 2006



Royalty revenue

$       25,000

$       15,000

$   40,000



Administrative Expenses

29,127

74,030            671,963









Operating Loss

(4,127)

(59,030)

(631,963)



Other Income and Expense:

Profit on sales of securities

-

-

59,965

Interest expense

-

-

(206)

Interest income

420

382

3,882

Loss Accumulated During Exploration Stage

$(3,707)

$(58,648)

$(568,322)



Loss Per Share  Basic and Diluted

$-

$-





Weighted Average Number of Shares Outstanding

19,345,044

21,302,803



Included within Administrative Expenses are the following amounts:



2006

2005



Consulting fees

$       23,110

$         1,640

Professional fees

4,623

63,613

Options expense

229

-

Geology fees



-

6,217

Licenses and permits



457

-

Other expenses



708

2,560

$  29,127

$  74,030













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

5



AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

For the Six Month Periods Ended November 30,

(Unaudited)



June 1, 2003



(Date of Inception of

Exploration Stage)

2006

2005       To November 30, 2006

Cash Flows From Operations:

Net loss from operations

$ (25,748)

$  (83,626)

$(568,322)

Adjustments to reconcile net loss to net

cash consumed by operating activities:

Depreciation and amortization

-

-

2,714

Value of capital stock issued for services

-

-

59,925

Value of options issued for services

3,479

1,000

52,227

Changes in current assets and liabilities:

(Decrease) increase in accounts payable

and accrued liabilities

(21,528)

(20,496)

17,307









Net cash consumed by operating

activities

(43,797)

(103,122)

(436,149)



Cash Flows From Investing Activities:







Deposit to secure letter of credit

-

-

(25,667)

Release of deposit to secure letter of credit

25,667

-

25,667

Investment in mineral rights

-

-

(5,397)











Net cash consumed by investing

activities



-

-

(5,397)



Cash Flows From Financing Activities:

Proceeds of common stock issuances

-

200,000

426,630

Decrease in stockholder advances

-

-

(143)









Net cash provided by financing activities

-

200,000

426,487











Net (decrease) increase in cash

(18,130)

96,878

(15,059)



Cash balance, beginning of period

88,539

63,499

85,468













Cash balance, end of period

$ 70,409

$ 160,377

$ 70,409









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

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AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2006

(Unaudited)







1.

BASIS OF PRESENTATION



The unaudited interim financial statements of American International Ventures, Inc. (the Company) as of November 30, 2006 and for the three and six month periods ended November 30, 2006 and 2005 have been prepared in accordance with U.S. 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 of such periods.  The results of operations for the three month and six month periods ended November 30, 2006 are not necessarily indicative of the results to be expected for the full fiscal year ending May 31, 2007.



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, 2006.



2.

SUPPLEMENTAL CASH FLOWS INFORMATION



There were no cash payments during the periods for either interest or income taxes.



During the six month period ended November 30, 2006, 800,000 shares of stock were returned for cancellation pursuant to a settlement agreement involving two former officers and directors.





3.

RESTRICTED CASH



The Company was party to a lawsuit with two former officers and directors.  The suit was brought in a Nevada court which required a $25,000 letter of credit to secure the outcome of the suit.  That letter of credit was secured by one of the Companys money market accounts. A settlement has been reached and was approved by the Companys Board of Directors.  Upon submission of the appropriate court documents, the funds were released and returned to the Company.



4.

SUBSEQUENT EVENT



Effective December 31, 2006, the Company elected to terminate the option agreement for the Sage Creek property located in Lemhi County, Idaho.







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



Forward Looking Statements and Cautionary Statements.



Certain of the statements contained in this Quarterly Report on Form 10-QSB includes "forward looking statements". All statements other than statements of historical facts included in this Form 10-QSB regarding the Company's financial position, business strategy, and plans and objectives of management for future operations and capital expenditures, and other matters, are forward looking statements. These forward-looking statements are based upon management's expectations of future events. Although the Company believes the expectations reflected in such forward looking statements are reasonable, there can be no assurances that such expectations will prove to be correct. Additional statements concerning important factors that could cause actual results to differ materially from our expectations ("Cautionary Statements") are disclosed in the Cautionary Statements section and elsewhere in the Companys Form 10-KSB for the period ended May 31, 2006. Readers are urged to refer to the section entitled Cautionary Statements and elsewhere in the Companys Form 10-KSB for a broader discussion of these statements, risks, and uncertainties. These risks include the Companys limited operations and lack of revenues. All written and oral forward looking statements attributable to the Company or persons acting on the Companys behalf subsequent to the date of this Form 10-QSB are expressly qualified in their entirety by the referenced Cautionary Statements.



General.

The Company is an exploration stage company engaged in the acquisition, exploration, and development of mineral properties.  The Company has acquired patented and unpatented mining claims located in Nye County, Nevada, known as the Bruner property. In addition, in December 2004, the Company entered into an option agreement to acquire 10 unpatented mining claims in Lemhi County, Idaho comprising approximately 200 acres, known as the Sage Creek property.  Effective December 31, 2006, the Company elected to terminate the option agreement for the Sage Creek property.



The Company, independently and through joint venture partners, intends to carry out a geological study and exploration work on its existing Bruner property in order to ascertain whether the property possess commercially exploitable quantities of gold and silver. As described in greater detail below, on September 23, 2005, the Company completed an Exploration and Option to Enter Joint Venture Agreement with Electrum Resources LLC regarding the Companys Bruner property. Please refer to the Companys Annual Report on Form 10-KSB for the period ending May 31, 2006 for a broader description of the Companys business, and its past and proposed operations on its mining claims



Transaction with Electrum Resources, LLC.

As previously disclosed by the Company, on September 23, 2005, the Company completed an Exploration and Option to Enter Joint Venture Agreement (Agreement) with Electrum Resources LLC, a Cayman Islands limited liability company (Electrum). The Agreement relates to the Companys Bruner mining claims.  Subject to certain conditions therein, Electrum has agreed to incur annual expenditures in respect of the Bruner property in the amount of $250,000, $500,000, and $2,250,000 in the first, second and third years following the date of the Agreement, respectively (Expenditure Obligations).



In consideration of Electrums performance of its Expenditure Obligations, AIVN granted to Electrum the option and right to earn and vest an undivided 65% interest in the Bruner mining claims, and to form a joint venture (Joint Venture) for purposes of the management and ownership of the Bruner mining claims. The Joint Venture will be governed by a definitive mining venture agreement, the form of which has been agreed to by the parties (Operating Agreement). Electrum will be the initial manager of the Joint Venture and will have control of the activities and operations of the Joint Venture. Electrum can earn an additional 10% in the Joint Venture by successfully completing, at its expense, a positive bankable feasibility study. The study must be commenced within five years from completion of its Expenditure Obligations, and be completed within five years from commencement. The bankable feasibility study is a document prepared by independent professionals stating all of the technical, engineering and financial aspects of the project in sufficient detail whereby a bank or other lending institutions, in conjunction with their own

8

investigations, can determine whether or not they will finance the mining project. If Electrum funds the Companys share of future development costs of the Bruner property, Electrum will earn an additional 5% in the property. Electrum paid the Company the sum of $15,000 at closing, and agreed to pay the Company the sum of $25,000 on each anniversary of the effective date of the Agreement until it has completed its Expenditure Obligations.  The term of the Agreement is five years. If Electrum fails to timely incur or pay its Expenditure Obligations, timely commence and complete the stated feasibility study, or otherwise terminates the Agreement, it will forfeit its rights and interests in and to the Bruner property and Joint Venture.



Prior to the Agreement, the Company owned 28 patented claims totaling 560 acres and 41 unpatented claims totaling 820 acres for an initial land position of 1,380 acres located in the heart of the Bruner mining district. These claims are subject to a 2% net smelter return in favor of the prior owner. Electrum has staked in the Companys name but subject to the Agreement, 67 additional unpatented mining claims totaling approximately 1340 additional acres. Electrum will be responsible for the cost of maintaining the unpatented mining claims in good standing.



In late May 2006, Cougar Gold, LLC, a subsidiary of Electrum, commenced an exploratory drilling program on the Bruner property. To date, nine core holes have been completed and the assays been received.  Although there were several short intervals of relatively low grade gold mineralization recorded, there were no zones of the high grade mineralization that were the target of the drilling program. The targets for these holes were various intersections of the northwesterly major faults and the northeasterly splay faults.  Cougar has advised the Company that although they were disappointed by these results, they plan to continue the project, by further evaluating the Bruner geology to identify new targets and by conducting a comprehensive calculation of the shallow resource that has been identified by earlier explorers, which includes data obtained from the Companys drill holes during 2004 and discussed above. Cougar recently has advised the Company that the geological analysis of the results of the first drilling program indicate that the intended target may be deeper than previously believed and that Cougar intends to continue drilling the project.  The rock textures, alteration, mineral zoning and geochemistry found in the core indicate that the current intercepts were above the projected mineral targets.  These same studies indicate that the interpreted mineral targets may lie some 300 to 500 feet below the previous drilling. Cougar plans to drill at least three or four additional, deep core holes on the project, for a total footage of approximately 4,500 feet.  Cougar has indicated that they plan to initiate the second phase of drilling as soon as a suitable drill rig is located and the necessary permits are in place. On January 3, 2007, the Company filed a Report of Form 8-K with the Securities and Exchange Commission which addressed the continuation of the Bruner drilling operations.



Plan of Operations.



The Company is an exploration stage company engaged in the acquisition, exploration, and development of mineral properties.  The Company has acquired mining claims located in Nye County, Nevada, known as the Bruner claims. Effective December 31, 2006, the Company terminated its interest in certain mining claims located in Lemhi County, Idaho known as the Sage Creek property. The Companys plan of operations for the next 12 months will be determined by the results of the additional drilling to be conducted on the Bruner claims by the Companys joint venture partner.  If the results of such drilling operations prove unsuccessful, the Company may be required to seek other business opportunities to review and analyze for purposes of effecting a business acquisition or combination.



The Companys projected expenditures for the next 12 months is approximately $80,000 as described below.  The Company has budgeted $50,000 for due diligence and acquisition for new mining properties. It also has budgeted $30,000 for corporate overhead that includes payment of consulting fees, legal, accounting, and miscellaneous expenditures.



As of November 30, 2006, the Company has available working capital of $53,059. Therefore, the Company will be required to finance its plan of operations through the private placement of its capital stock or through debt financing. If the Company is able to raise part but not all of its projected working capital needs, it intends to prioritize available capital. The Company will pay its overhead requirements on an as needed basis. Available capital remaining will be





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allocated towards to identification and exploration of other mining claims. At this time, the Company has no commitments for any such financing. No assurances can be given that the Company will be successful in these endeavors. If the Company is unsuccessful in these endeavors, it will have a material adverse impact on the Company and its ability to conduct its business in the future.



Item 3. Controls and Procedures.

(a) Under the supervision and with the participation of management, including the Companys President and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of November 30, 2006. Based on this evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms relating to our reporting obligations, and was made known to them by others within the company, particularly during the period when this report was being prepared.

(b)  There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the Companys fiscal quarter ending November 30, 2006 that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting.



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PART II

Item 1.   Legal Proceedings.

None



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

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

Furnish the Exhibits required by Item 601 of Regulation S-B.

Exhibit 31  Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002.

Exhibit 32  Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002.







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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: May 10, 2007



AMERICAN INTERNATIONAL VENTURES, INC.





/s/ Myron Goldstein

Myron Goldstein

Chief Financial Officer



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