UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period ended February 29, 2008  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: [X]    No: [  ]  Indicate the number of shares outstanding of each of the issuers classes of common stock, as of April 3, 2008 is 19,345,044 shares of Common Stock, $.00001 par value.  Transitional Small Business Issuer Format (Check One): Yes:      No:  [X]  1    Page Number PART I  FINANCIAL INFORMATION Item 1.   Financial Statements (Unaudited): - Balance Sheets at February 29, 2008 (unaudited) and May 31, 2007 (audited) 3 - Statements of Operations and Deficit Accumulated During  Exploration Stage for the nine month periods ended February 29, 2008 and February 28, 2007 and from June 1, 2003 to February 29, 2008. 4 - Statements of Operations and Deficit Accumulated During  Exploration Stage for the three month periods ended February 29, 2008 and February 28, 2007, and from June 1, 2003 to February 29, 2008. 5 - Statements of Cash Flows for the three month periods ended February 29, 2008 and February 28, 2007, and from June 1, 2003 to February 29, 2008. 6 -Notes to Financial Statements 5 Item 2. Management's Discussion and Analysis or Plan of Operations 8 Item 3. Effectiveness of the registrants disclosure controls and procedures 9  PART II - OTHER INFORMATION Item 1. Legal Proceedings. 9 Item 2. Changes in Securities 9 Item 3. Defaults upon Senior Securities 10 Item 4. Submission of Matters to Vote of Security Holders. 10 Item 5. Other Information. 10 Item 6. Exhibits and Reports on Form 8-K. 10 Signatures 11             2   AMERICAN INTERNATIONAL VENTURES, INC. (An Exploration Stage Company) BALANCE SHEETS   February 29, 2008 May 31, 2007 (Unaudited) (Audited)  ASSETS Current Assets Cash $15,032 $39,769 Total current assets 15,032 39,769  Fixed Assets Office furniture and equipment 11,567 11,567 Less, accumulated depreciation 11,567 11,567 Net fixed assets - -   Other Assets Mining rights  5,397 5,397 Total other assets 5,397  5,397  TOTAL ASSETS $ 20,429 $45,166  LIABILITIES AND STOCKHOLDERS DEFICIT  Current Liabilities Accounts payable and accrued expenses $7,761 $16,301 Total current liabilities  7,761 16,301  Stockholders Equity Common stock  authorized, 400,000,000 shares of $.00001 par value; issued and outstanding, 19,345,044 shares 193 193 Capital in excess of par value 1,286,300 1,286,300 Additional paid in capital  options 55,317 54,454 Additional paid in capital  warrants 42,315 30,315 Deficit accumulated during exploration stage (632,473) (603,413) Deficit prior to exploration stage (738,984)  (738,984)   Total stockholders equity  12,668 28,865 TOTAL LIABILITIES AND   STOCKHOLDERS DEFICIT $20,429 $45,166      The accompanying notes are an integral part of these financial statements.   3   AMERICAN INTERNATIONAL VENTURES, INC. (An Exploration Stage Company) STATEMENTS OF OPERATIONS AND DEFICIT ACCUMULATED DURING EXPLORATION STAGE For the Nine Month Periods Ended February 29 and 28 (Unaudited)   June 1, 2003 (Date of Inception of                                              Exploration Stage) 2008 2007       To February 29, 2008  Revenue $          - $           - $        -  Administrative Expenses 29,400 62,348 736,979    Operating Loss (29,400) (62,348) (736,979)  Other Income and Expense: Other Income 25,000 40,000 Profit on sales of securities - - 59,965 Interest income 340 1,296 4,747 Interest expense - - (206) Loss Accumulated During Exploration Stage $(29,060) $(36,052) $(632,473)  Loss Per Share  Basic and Diluted $- $-  Weighted Average Number of Shares Outstanding 19,345,044 19,664,293  Included within Selling and Administrative Expenses are the following amounts:  2008 2007  Geology fees and drilling cost $           - $            563 Officer options                        863             3,479 Professional fees 19,041 23,680 Consulting fees 6,533 24,847 Licenses and permits  1,343 5,309 Press release expenses - 500 Rent  - 450 Other expenses  1,620 3,520 $  29,400 $  62,348     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 February 29 and 28 (Unaudited)   June 1, 2003 (Date of Inception of                                              Exploration Stage) 2008 2007       To February 29, 2008  Revenue $           - $           - $  Administrative Expenses 5,033 10,625            736,979    Operating Loss (5,033) (10,625) (736,979)  Other Income and Expense: Other Income 40,000 Profit on sales of securities - - 59,965 Interest expense - - (206) Interest income 11 321 4,747 Loss Accumulated During Exploration Stage $        (5,022) $      (10,304) $(632,473)  Loss Per Share  Basic and Diluted $- $-  Weighted Average Number of Shares Outstanding 19,345,044 19,345,044  Included within Selling and Administrative Expenses are the following amounts:  2008 2007 (A) Includes the following expenses: Geology fees and drilling cost  $           - 563 Professional fees 4,515 7,092 Consulting fees - 1,737 Press release expense - - Options expense - - Rent - - Royalties - - Licenses and permits  - 767 Other expenses  518 466 $  5,033 $  10,625    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 Nine Month Periods Ended February 29 and 28 (Unaudited)  June 1, 2003  (Date of Inception of Exploration Stage) 2008 2007      To February 29, 2008 Cash Flows From Operations: Net loss from operations $ (29,060) $(36,052) $(632,473) Adjustments to reconcile net loss to net cash consumed by operating activities: Impairment - - 3,273 Depreciation  - - 2,714 Value of options issued for services 863 3,479 55,317 Increase (decrease) in accounts payable and accrued liabilities 3,460 (33,618) 19,568 Changes in current assets and liabilities:  Value of stock issued for services - - 59,925 Increase in prepaid expenses - - 150    Net cash consumed by operating activities (24,737) (66,191) (491,526)  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 provided (consumed) by investing activities - 25,667 (5,397)  Cash Flows From Financing Activities: Proceeds of common stock issuances - - 426,630 Decrease in stockholder advances - - (143)     Net cash provided by financing activities - - 426,487    Net decrease in cash (24,737) (40,524) (70,436)  Cash balance, beginning of period 39,769 88,539 85,468      Cash balance, end of period $ 15,032 $ 48,015 $ 15,032  The accompanying notes are an integral part of these financial statements.   6   AMERICAN INTERNATIONAL VENTURES, INC. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS February 29, 2008 (Unaudited)    1. BASIS OF PRESENTATION  The unaudited interim financial statements of American International Ventures, Inc. (the Company) as of February 29, 2008 and for the three and nine month periods ended February 29, 2008 and February 28, 2007 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 and nine month periods ended February 29, 2008 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, 2008.  2. SUPPLEMENTAL CASH FLOWS INFORMATION  There were no cash payments during the periods for either interest or income taxes.  During the quarter ended November 30, 2007, the Company issued 240,000 warrants to its President, valued at $12,000, in a settlement of an obligation for prior consulting fees.   3. GOING CONCERN  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the financial statements, the Company had a working capital deficiency and an accumulated deficit as of February 29, 2008 and has experienced continuing losses.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.  The Companys present plans, the realization of which cannot be assured, to overcome these difficulties include, but are not limited to, the continuing effort to raise capital in the public and private markets or to seek a merger partner.     7   Item 2. 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, 2007. 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. In addition, the Companys auditor, in his audit report for the fiscal year ended May 31, 2007, has expressed a going concern opinion about the future viability of the Company. 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. 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 related to the Companys Bruner mining claims. In late May 2006, Electrum commenced a 9 hole exploratory drilling program on the Bruner property. The drill program encountered several short intervals of relatively low grade gold mineralization with no zones of the high grade mineralization. Based on the results of the drill program, on January 18, 2007, Electrum terminated the joint venture arrangement with the Company. Since the termination of the joint venture with Electrum, the Company has not conducted, nor has it any plans to conduct, additional exploration work on the Brunner property.  Plan of Operations. As a result of the termination of the Electrum agreement, the Companys plan of operations is to seek other business opportunities to review and analyze for purposes of effecting a business acquisition or combination. The Company is seeking such business opportunities through its officers, directors and business contacts. The Company can not predict whether it will be successful in its efforts to identify a suitable business acquisition or combination candidate.  As of February 29, 2008, the Company has available working capital of $7,271. The Company believes that it has sufficient funds to pay for its corporate overhead, including seeking for a suitable business acquisition or combination candidate, for the next three to six months. The projected use of funds will be to meet the Companys reporting requirements under the Securities Exchange Act of 1934 and any costs related to the effecting a merger, share exchange or business combination transaction.If the Company experiences a working capital shortfall during such period, it will be required to raise additional funds through the private placement of its capital stock or through debt financing. If the Company is unable to raise funds to meet its projected working capital needs, it will have a material adverse impact on the Company and it may not be able to complete its plan of operations of finding a suitable business acquisition or combination candidate. Moreover, if the Company is required to raise additional funds, such event will cause significant dilution to the existing shareholders. Please refer to the Companys Form 10-KSB for the period ending May 31, 2007 for a discussion of other risks attendant to its proposed plan of operations of effecting a business acquisition or combination, including the occurrence of significant dilution and a change of control. Even if successful in  8   effecting a business acquisition or combination, it is likely that numerous risks will exist with respect to the new entity and its business.   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 August 31, 2007. 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 February 29, 2008 that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting.  Item 3A(T). Controls and Procedures. There is no information required to be furnished under Items 307 and 308T of Regulation S-B   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 (a). 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.  (b) Reports on Form 8-K. None   9      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: April 10, 2008  AMERICAN INTERNATIONAL VENTURES, INC.   /s/ Myron Goldstein Myron Goldstein Chief Financial Officer     10