UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-KSB


                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Fiscal Year Ended May 31, 2001

                         Commission File Number 0-30368

                      American International Ventures, Inc.

            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 pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock $.00001 par value
                                 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.

                               X Yes          No
                          ------------- --------------

       The registrant's revenues for its most recent fiscal year were: $0

   The number of shares outstanding of the registrant's class of common stock
                     on May 31, 2001 was 14,445,544 shares.
<PAGE>




                      American International Ventures, Inc.
                                   FORM 10-KSB
                     For the fiscal year ended May 31, 2001



                                TABLE OF CONTENTS


                                                                           Page
                                     PART I

Item 1.    Description of Business . . . . . . . . . . . . . . . . .  . . .  3

Item 2.    Description of Properties . . . . . . . . . . . . . . . . . . . . 4

Item  3.  Legal  Proceeding  .  . . . . . . . . . . . . . . . . . . . . . .  5

Item 4.    Submission of Matters to a Vote of Security Holders . . . . . . . 5


                                     PART II


Item 5.    Market for Common Equity and Related Stockholder Matters . . . . .5

Item 6.    Management's Discussion and Analysis or Plan of Operations . . .. 6

Item  7.  Financial  Statements  .  . . . . . . . . . . . . . . . . . . . .. 8

Item 8.    Changes in and Disagreements with Accountants on Accounting and
               Financial  Disclosure  . . . . . . . . . . . . . . . . . . .  8


                                    PART III


Item 9.    Directors, Executive Officers, Promoters and Control Persons,. .  8
               Compliance with Section 16(a) of the Exchange Act

Item 11.   Executive Compensation . . . . . . . . . . . . . . . . . . . . . 10

Item 12.   Security Ownership of Certain Beneficial Owners and Management . 10

Item 13.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . ..  12

Signatures  .  .  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13

Index to  Financial  Statements . . . . . . . . . . . . . . . . . . . . ....14

                                        2

<PAGE>

Item 1. Description of Business

     American  International  Ventures,  Inc.,  (the  "Company")  was originally
organized as Lucky Seven Gas and Minerals,  Inc., under the laws of the State of
Pennsylvania  on July 16, 1984.  The name was changed to Lucky Seven Gold Mines,
Inc. June 24, 1996.  American  Precious Metals,  Inc was formed January 13, 1998
under the laws of the State of  Delaware.  On March  16,1998  Lucky  Seven  Gold
Mines,  Inc.  merged  into  American   Precious  Metals,   Inc.,  the  surviving
corporation, the name was changed to American Global Enterprises,  Inc. November
13, 2000 and  changed  again on  December  21,  2000 to  American  International
Ventures, Inc.

     The Company intends to process precious metals using  environmentally  safe
process.  The Company is working on several joint ventures with mining companies
in North America.  The Company also,  intends to introduce  mining companies for
possible acquisition, joint ventures and financing.

SUBSIDIARY:

     GetToner.com,  Inc.  ("GetToner") was organized under the laws of the State
of New Jersey on May 24, 2000. TLM Industries,  Inc. ("TLM") was organized under
the laws of the State of New Jersey on June 6, 2000.  On June 2, 2000,  GetToner
acquired TLM Industries,  LLC., a predecessor  company that was formed under the
laws of the State of New  Jersey on  September  5, 1997.  On June 6,  2000,  TLM
acquired all of the issued and  outstanding  shares of GetToner.  Following  the
acquisition of TLM by the Company,  on March 14, 2001, TLM merged with GetToner,
pursuant to which GetToner became the surviving entity.

     GetToner has  conducted its  operations  from  facilities  that were leased
under a  five-year  noncancelable-operating  lease  which  was to expire in May,
2005.  During July 2001,  GetToner  arranged to terminate  this lease  effective
August 31, 2001.  It has entered a lease for new quarters in South  Orange,  New
Jersey,   its  telephone  number  is  (800)  933-8211,   and  its  web  site  is
www.gettoner.com.

     GetToner  sells office  supply  products,  principally  disposable  imaging
products such as laser toner,  inkjet,  and fax ribbon  cartridges  for computer
printers,  fax machines and copiers.  GetToner's  products generally are sold at
discounted   prices  to  major  office  supply   retailers.   GetToner   targets
home-officer users, small to medium sized businesses,  and large associations or
user groups.  GetToner sells its products through e-commerce at its gettoner.com
web-site,  through  direct  sales to  wholesale  office  suppliers,  and through
specially  designed  marketing  programs  for large user  groups  such as school
systems and charitable  organizations.  GetToner's targeted markets are home and

                                        3
<PAGE>

home office computer users, small and medium sized business,  and user groups or
associations that have broad memberships or affiliations. GetToner core business
is  the  wholesale  and  retail  sale  of  new  (from  the  original   equipment
manufacturer or "OEM"),  remanufactured,  and compatible  inkjet and laser toner
cartridges  for  printers,  fax  machines and  copiers.  Manufacturers  of these
products include Apple, Brother, Canon, Epson, Hewlett-Packard, IBM/Lexmark, and
Xerox,  among other  brands.  Compatible  cartridges  are new inkjet  cartridges
manufactured to similar,  albeit not identical,  specifications of the OEM model
and are priced  approximately  60-70%  less than the OEM model sold by the major
retailers.  Remanufactured  cartridges are recycled inkjet and laser  cartridges
that have been cleaned, filled, and tested to work as an original and are priced
approximately  40-50% less than similar models sold by the major retailers.  New
OEM  cartridges  are produced by the original  equipment  manufacturer.  New OEM
inkjet  cartridges  are priced  competitive  with  similar  models sold by major
retailers,  while new OEM laser cartridges are priced  approximately 10-15% less
than,  the similar  model sold by the major  retailers.  To date, a  significant
portion of GetToner's revenues  (approximately 60%) has been the result of sales
of  compatible  inkjet and  remanufactured  laser toner  cartridges.  GetToner's
business  strategy is to market and promote its  compatible  and  remanufactured
products as an attractive  alternative  to the OEM and  remanufactured  products
sold by the major retailers.  GetToner believes its discount  pricing,  its free
delivery,   its  incentive  based  purchasing   programs,   and  the  ecological
considerations of recycled or re-manufactured products provide strong purchasing
incentives for consumers.  Although the market for GetToner's  current  products
are  limited  by  comparison  to the  entire  industry,  nonetheless  management
believes this market is significant.

     GetToner   retails  other  office  supply   products  such  as  fax  ribbon
cartridges, photo-grade inkjet paper and transparencies,  address labels, and CD
ROMs and diskettes.  Additional products may be added to GetToner's product line
in the future as determined by management.  Factors  influencing the addition of
products  include the ability to establish  direct  relationships  with vendors,
product margins, and shipping costs, among other considerations.

     GetToner's  retail  customers  nationwide  can place orders by telephone or
through GetToner's  website.  Orders received by GetToner are generally packaged
and  shipped  the same day and are  subject to a standard  $3.00  handling  fee.
Standard shipping is free of charge and generally orders are received within one
to three business days. Overnight delivery is available for a fee. Retail orders
are billed to a customer's  credit card,  while  wholesale  orders are billed 30
days net.

Item 2. Description of Property

     The Company  currently has 350,000 shares of Birch Mountain  Resources Ltd.
(presently  not  trading)  and the  Company  does not own any  real or  personal
property.

     GetToner has  conducted its  operations  from  facilities  that were leased
under a  five-year  noncancelable-operating  lease  which  was to expire in May,
2005.  During July 2001,  GetToner  arranged to terminate  this lease  effective
August 31, 2001.  It has entered a lease for new quarters in South  Orange,  New
Jersey.

                                        4
<PAGE>

     The  Company has no policy with  respect to  investments  in real estate or
interest in real estate and no policy with respect to investments in real estate
mortgages.  Further,  the Company has no policy with respect to  investments  in
securities  of  or  interests  in  persons  primarily  engaged  in  real  estate
activities.

Item 3. Legal Proceedings

     None

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

     No matters were  submitted to a vote of the security  holders during fiscal
     year ending May 31, 2001.


                                     PART II

Item 5. Market Price for Common Equity and Related Stockholder Matters

Market Information:

     The Company's Common Stock was approved for trading on July 22, 1999 on the
Electronic Pink Sheets and February 2000 on the Over the Counter  Bulletin Board
under  the  Symbol  "ANPC."  The  name was  changed  to  American  International
Ventures,  Inc. and traded on Over the Counter  Bulletin  Board under the symbol
"AIVN."  There is no assurance  that the Common Stock will continue to be quoted
or that any liquidity exists for the Company's Shareholders. The following table
sets forth the  monthly  trade of high and low prices for the  Company's  Common
Stock on the Electronic  Pink Sheets and Over the Counter  Bulletin Board during
the inception of trading.

    Quarterly:                        High              Low
    ---------                         ------            ------
    September 23,1999                 $0.156            $0.156
    December 23, 1999                 $0.18             $0.125
    March 23, 2000                    $0.20             $0.20
    June 23, 2000                     $0.07             $0.07
    September 26,2000                 $0.15             $0.093
    December 21, 2000                 $0.16             $0.156
    March 23, 2001                    $0.25             $0.22
    May 23, 2001                      $0.17             $0.17


     The Source of this  information  is  Quicken.com;  quotation  services  and
broker-dealers  making a market in the  Company's  Common  Stock.  These  prices
reflect inter-dealer prices, without retail markup,  mark-down or commission and
may not represent actual transactions.

     The closing  sale price of the Common  Stock  reported on the OTC  Bulletin
Board on September 1, 2001 was $0.091.

                                        5
<PAGE>

Holders

     As of May 31, 2001, there were  approximately  327 holders of record of the
Company's Common Stock (this number does not include  beneficial owners who hold
shares at broker/dealers in "street-name").

Dividends

     The Company has paid no cash  dividends on its Common Stock and  management
does not anticipate that such dividends will be paid in the foreseeable future.


Item 6. Management's Discussion and Analysis or Plan Of Operation

     The Company is considered to be in the development  stage as defined in the
Statement of Financial Accounting  Standards ("FASB") No.7.  Management believes
it will be able to satisfy its cash  requirements  through  debt  financing  and
sales of equity  through  private  placements  during  the next  twelve  months.
However,  there can be no  assurance  that the Company will be able to raise the
financing  required.  The Company  intends to acquire,  develop,  process and/or
operate  junior  mining  companies   through  majority  owned   subsidiaries  or
investment in other mining companies  through venture capital  arrangements.  If
successful in acquisition program, the employees would increase in proportion to
the  company's  acquired.  At the present time the Company has not submitted any
proposals for potential acquisition.

     In the  next  twelve  months,  the  Company  plans  to  seek  out  business
opportunity  candidates.  To date,  the Company has  introduced  Birch  Mountain
Resources to several  analytical  labs and processes and a Finders Fee Agreement
has been  signed.  The  Board of  Directors  of Birch  Mountain  Resources  have
approved an agreement  dated the 25th day of June,  1999 with American  Precious
Metals, Inc. American International  Ventures,  Inc. has received 350,000 shares
of Birch Mountain  Resources  common stock as a finder's fee in consideration of
introductions  to third  parties who have  materially  advanced the research and
development  of any assay  procedure.  150,000  common shares shall be issued to
American  Precious  Metals,  Inc.  upon a proprietary  assay  procedure on Birch
Mountain  Athabasca  Project.  The total value,  see note twelve Other  Matters,
Notes to the  Financial  Statement.  The Company  received  the shares in May of
2000.  The Company  plans to introduce  other mining  companies  and the Company
believes that this plan of operations can be conducted  through the efforts of a
current  officer  and  will  not  require  any  additional  funds.  The  Company
anticipates  that the  business  opportunities  will be  available  through  the
contacts of Jack Wagenti and Emanuel Ploumis,  the Company's  President and CEO.
The Company anticipates that the investigation of specific mining  opportunities
and the negotiation,  drafting and execution of relevant  agreements,  and other
instruments  will be done by Jack  Wagenti or under his  direction.  The Company
plans to investigate,  to the extent  believed  reasonable by us, such potential
mining  opportunities.  Due to our limited  experience and resources in business
analysis,  the Company may not discover or  adequately  evaluate  adverse  facts
about a potential mining opportunity.

                                        6
<PAGE>

     Inasmuch as the Company  will have  limited  funds  available  to us in our
search  for  mining  opportunities,  the  Company  will  not be able  to  expend
significant funds on a complete and exhaustive investigation of potential mining
opportunities.  The Company  anticipates  that it will incur nominal expenses in
the  implementation of our business plan described  herein.  Because the Company
has no capital  with  which to pay these  expenses,  the sale of Birch  Mountain
shares may have to be sold to cover expenses. At the present time Birch Mountain
shares are not trading.

     The Company's  management  has no future  obligation to provide the Company
with future loans or  contributions.  The failure of our  management  to provide
loans or  contributions  in the future could prevent the Company's  plan to seek
out business opportunities.

SUBSIDIARY:

     GetToner  sells its  products  through a variety of sales  channels.  These
channels   include   sales   through  the   Internet,   including   through  its
www.gettoner.com  web-site, sales through its specially designed donor-affiliate
and school system marketing  programs,  and sales to wholesale office suppliers.
In addition, GetToner maintains a website www.GetOfficeNeeds.com,  that contains
a 25,000 item  catalogue of office supply  products.  At this time,  GetToner is
presently evaluating whether it will actively promote the catalogue website.

     GetToner  strives to achieve a high ranking in popular search engines in an
effort to drive  Internet  sales.  It also  advertises  in a national  "thrifty"
newspaper  published  weekly that promotes its Internet  site. It may expand its
advertising program to include, radio promotions,  advertisements in the student
newspapers of  approximately  25 major  universities  in the United States,  and
selective  B2B email  campaign.  Its current and future  advertising  program is
designed to direct prospective  customers to GetToner's  Internet site or to its
toll free number for ordering purposes.

     GetToner's  donor-affiliate  program is designed to attract the  purchasing
power of non-profit organizations with large memberships, generally in excess of
500. GetToner  provides cash rebate incentives to these  organizations on member
purchases.  The cash rebate ranges from 2-10% of the purchase price on all items
purchased from GetToner.  GetToner assists each  organization in the preparation
and  distribution  of promotion  materials  designed to encourage its members to
purchase  their  imaging  needs from  GetToner.  Depending on the  organization,
GetToner may link its website to the home page of the organization to facilitate
purchases.  GetToner  initiated its donor program in January 2000, and presently
has  organizations  with in excess of 40,000  member  participants  in its donor
program, which includes the Muscular Dystrophy Association, North Jersey chapter
of  the  Cystic  Fibrosis   Foundation,   National  Association  of  Independent
Appraisers, United Way of Ulster County, New York, Community Research Initiative
on AIDS and  Re/Max of New  Jersey.  Each of the  organizations  are in  various
phases of implementing  GetToner's  program,  however,  as of this date, product
sales through such  organizations  have been limited.  GetToner's  school system
program consists of product marketing to municipalities for their elementary and
high school systems.  The initial  concentration  will be select  municipalities
located  initially  in New  Jersey,  New  York  and  Pennsylvania.  In  order to
effectively promote its donor-affiliate and school system programs, the GetToner
will be required to hire an additional  marketing person,  which will subject to
available capital.

                                        7
<PAGE>

     GetToner  operates  in a highly  competitive  environment.  Its markets are
presently   served  primarily  by  traditional,   independent   office  products
suppliers,  by superstores such as Staples, Office Max, and Office Depot, and by
other e-tailers of office supply products.  Substantially all of these companies
have greater  resources  including  financial,  marketing and  purchasing,  than
GetToner.  GetToner attempts to compete in these markets by offering  compatible
or  remanufactured  products at a deep price  discount  to similar OEM  products
offered by these  superstores.  GetToner may face  increased  competition in the
future from these larger retailers to the extent that they,  reduce their prices
on OEM  products,  or begin  to carry  similar  compatible  and  re-manufactured
products at competitive  prices.  In addition,  GetToner faces  competition from
other  e-tailers with a business model or strategy  similar to that of GetToner.
No assurance can be given that  increased  competition  will not have an adverse
effect on GetToner.

Item 7. Financial Statements

     The financial  statements  required by this Item are set forth beginning on
page F-1 hereof.


Item 8.  Changes in and  Disagreements  with  Accountants on Accounting and
          Financial Disclosure

           None


                                    PART III


Item 9.  Directors. Executive Officers. Promoters and Control Persons
         Compliance with Section 16(a) of the Exchange Act

                                     Position
                                     With                    Year First became
Name                      Age        Company                 Director or Officer
--------------------------------------------------------------------------------

Dr. Emanuel Ploumis       74        CEO/Director                    1996

Jack Wagenti              64        President/Director              1996

Jonathan E. Downs         25        Secretary/Treasurer             1998

Charles A. Fitzpatrick    53        Director                        1998

Thomas F. August          48        Director                        1998

Dale Truesdell            57        Director                        1998

Dominic Taglialatella     60        Exc. V P/Director               2001

                                        8
<PAGE>

     Each  director  serves until the next annual  meeting of  Shareholders  and
until his respective successor is duly elected and qualifies; Executive officers
are elected by the Board to serve at the discretion of the directors.

Dr. Emanuel Ploumis, D.D.S., Chief Executive Officer/Chairman.

     Dr.  Ploumis  has been the  Chairman  and Chief  Executive  Officer  of the
Company from 1996 to the present.  Dr. Ploumis  received his D.D.S.  from Temple
University  in 1961,  and from such date until January 20, 2000 when he retired,
Dr. Ploumis was engaged in the practice of dentistry.

Mr. Jack Wagenti, President/Director.

     Mr. Wagenti has been President and Director of the Company from 1996 to the
present.  From 1988 to 1996,  Mr.  Wagenti  owned  and  operated  a real  estate
brokerage business located in Lodi, New Jersey.

Mr. Charles A. Fitzpatrick, Esq., Director.

     Mr. Fitzpatrick has been a Director of the Company since 1998. From 1976 to
the present,  Mr.  Fitzpatrick has been an attorney engaged in private practice,
specializing  in medical  malpractice  law. Mr.  Fitzpatrick  is a member of the
Philadelphia and Pennsylvania Bar Associations,  Defense Research  Institute and
American  Academy of Hospital  Attorneys,  and is admitted to the United  States
Court of Appeals for the Third Circuit and Supreme  Court of the United  States.
He received a B.A. from St.  Joseph's  University and a J.D. from the University
of Pennsylvania.

Mr. Thomas F. August, M.S., RPH., Director.

     Mr. August has been a Director of the Company since 1998. from January 2001
to the  present,  Mr.  August  has been a  registered  pharmacist.  From 1998 to
December 2000, Mr. August had been the manager of laboratory  services of United
Chemical  Technologies,  Inc.  From 1992 to 1998, he was team leader at Sterling
Winthrop  Pharmaceuticals.  Mr. August  received a Master Degree in Pharmacy and
Chemistry from Philadelphia College of Pharmacy and Science.

Mr. Dale B. Truesdell, B.S., M.S., Director.

     Mr.  Truesdell has been a Director of the Company since 1998.  From 1996 to
the present he has been employed by a residential  and  commercial  construction
firm. Mr. Truesdell received a B.A. and a M.S. in geology from the University of
Massachusetts in 1970 and 1974, respectively.

Mr. Jonathan Exter Downs, Secretary/Treasurer.

     Mr. Downs has been Secretary and Treasurer of the Company since 1998.  From
1999 to the present,  he has been employed at Muscular Dystrophy  Association as
Support  Staff.  Mr. Downs received a B.A.  degree from Curry  College,  Milton,
Massachusetts in 1998.

                                        9
<PAGE>

Mr. Dominic Taglialatella, Executive Vice President/Director.

     Mr.  Taglialatella became an Executive Vice President and a Director of the
Company in March 2001. Mr.  Taglialatella  has been Chief Executive  Officer and
Chairman of the GetToner and its predecessors since May 1998. From December 1996
to February 1998, Mr.  Taglialatella  was a president and principal  owner of TR
Ribbon  Manufacturing  ("TR  Manufacturing").  From 1991 to 1997, he acted as an
advisor  to a large  office  supply  company.  From  1984 to 1996,  he owned and
operated  an art  gallery  in New  York  City,  New  York.  In  1998,  both  Mr.
Taglialatella  and TR  Manufacturing  filed for  protection  under  the  federal
bankruptcy  laws.  Mr.  Taglialatella  received  a B.S.  degree  from Seton Hall
University in 1963.


Item 11. Executive Compensation

     For fiscal  years ended prior to May 31,  2000,  no  compensation  has been
awarded to,  earned by, or paid to the  Company's  officers  and  directors.  In
February  2001,  the Company and the its chairman and president each have agreed
to certain  compensation  arrangements  for the one year  period  ending May 31,
2001.  In  consideration  for acting as chairman of the Company for such period,
Dr.  Ploumis  received  300,000  shares of common stock of the  Company,  and in
consideration  for acting as  president  of the  Company  for such  period,  Mr.
Wagenti received 300,000 shares of common stock of the Company.


Item 12. Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets  forth,  as of the date of this report the stock
ownership of each person known by the Company to be the beneficial owner of five
percent or more of the  Company's  Common  Stock,  each  executive  officer  and
director individually and all executive officers and directors of the Company as
a group.  No other class of voting  securities  is  outstanding.  Each person is
believed  to have sole  voting and  investment  power over the shares  except as
noted.

(a)      Security ownership of certain beneficial owners
--------------------------------------------------------
                 Name and                       Amount and
                 Address of                     Nature of
                 Beneficial                     Beneficial         Percent
Title of Class   Owner                          Owner              of Class
-------------------------------------------------------------------------------
 Common          Anthony Lauro                  1,342,500           9.294%
                 3-5 Vose Avenue
                 S. Orange, NJ 07079

                                       10
<PAGE>

(b)      Security ownership of management
------------------------------------------
                 Name and                       Amount and
                 Address of                     Nature of
                 Beneficial                     Beneficial         Percent
Title of Class   Owner                          Owner              of Class
--------------------------------------------------------------------------------
 Common          Dr. Emanuel Ploumis(1)         2,000,000          13.845%
                 436 Market Street
                 Oxford, PA 19363

 Common          Jack Wagenti(2)                2,000,000          13.845%
                 260 Garibaldi Ave
                 Lodi, NJ 07644

 Common          Jonathan E. Downs(3)           1,400,000           9.692%
                 27 Bush Lane
                 Denville, NJ 07834

Common           Charles A. Fitzpatrick, Esq.(4)   50,000           0.346%
                 1111 Childs Ave
                 Drexell, PA 19026

 Common          Thomas F. August(4)               50,000           0.346%
                 308 E. Ashland Ave
                 Glenholden, PA 19036

 Common          Dominic Taglialatella(2)       1,342,500           9.294%
                 3-5 Vose Avenue
                 S. Orange, NJ 07079

 Common          Dale Truesdell(4)                 25,000           0.173%
                 78 Reynolds Road
                 Shelburne, MA 01370

 Common          Includes all Officers and      6,867,500          47.541%
                 Directors of the Company
                 As a group (7 persons)

(1)  Dr. Emanuel Ploumis is Chairman of the Board of Directors and CEO of the
     Company.

(2)  Jack Wagenti is President and Director of the Company.
     Dominic Taglialatella Executive Vice President and Director of the Company.

(3)  Jonathan E. Downs is Secretary/Treasurer of the Company.

(4)  Charles A.  Fitzpatrick,  Esq.,  Thomas F. August,  Brian  Russell and Dale
     Truesdell are Directors of the Company.

                                       11
<PAGE>

Item 13. Exhibits and Reports on Form 8-K

     Exhibits

     The following  exhibits marked with a footnote  reference were filed with a
registration statement,  which will automatically become effective on January 8,
2000 under the Securities Act of 1933, as amended (the  "Securities  Act"),  and
are incorporated herein by this reference. If no footnote reference is made, the
exhibit is filed with this Report.

Number     Exhibit

 3.1       Certificate of Incorporation of Company filed with the Secretary of
           State of Delaware on January 13, 1998.  (1)
 3.2       Copy of the by-laws of the Company.  (1)
 3.3       Specimen Stock Certificate.  (1)
 10.1      Copy of Agreement with Birch Mountain Resources.  (2)

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

     (1) Filed as an Exhibit to the Company's Form 10SB filed November 8, 1999
         and incorporated herein by this reference.

     (2) Filed as an Exhibit to the Company's Form 10QSB filed December 30, 1999
         and incorporated herein by this reference.

  Reports on Form 8-K

  Filed March 1, 2001, changes in control of registrant.











                                       12
<PAGE>



                                   SIGNATURE


     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
Registrant caused this registration  statement to be signed on the behalf by the
undersigned, thereunto duly authorized.


                                         American International Ventures, Inc.


Date: October 15, 2001                   By:/s/Jack Wagenti
                                         ------------------
                                               Jack Wagenti
                                               President




                                        13
<PAGE>





              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001









                                    CONTENTS


PAGE

Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . . . F-1

Consolidated Balance Sheet . . . . . . . . . . . . . . . .  . . . . . . .  F-2

Consolidated Statements of Operations . . . . . . . . . . . . . . . . . .  F-3

Consolidated Statements of Changes in Stockholders' Deficit . . . . . . .  F-4

Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . .  F-5

Notes To Consolidated Financial Statements . . . . . . . . . . . . . . . . F-6


                                       14

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



To The Board of Directors
American International Ventures, Inc.

     I have  audited the  accompanying  consolidated  balance  sheet of American
International  Ventures,  Inc. and its  subsidiary  as of May 31, 2001,  and the
related consolidated statements of operations, changes in stockholders' deficit,
and cash flows for the two yearly  periods  ended May 31, 2001 and May 31, 2000.
These consolidated  financial statements are the responsibility of the Company's
management.  My  responsibility  is to express an opinion on these  consolidated
financial statements based on my audits.

     The consolidated  financial  statements as of May 31, 2000 and for the year
then  ended  have been  restated  to  reflect  the  pooling  of  interests  with
GetToner.com,  Inc.  as  described  in  Note  3 to  the  consolidated  financial
statements.  I did not audit the May 31, 2000  financial  statements of American
International Ventures, Inc., which statements reflect total assets of $9,817 as
of May 31, 2000, and no revenues for the year then ended.  Those statements were
audited by other auditors whose report has been furnished to me, and my opinion,
insofar  as it  relates  to the  amounts  included  for  American  International
Ventures,  Inc. as of May 31, 2000, and for the year then ended, is based solely
on the report of the other auditors.

     I conducted the audits in  accordance  with  auditing  standards  generally
accepted in the United States of America.  Those  standards  require that I plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that the audits and the report of other auditors  provide a reasonable
basis for my opinion.

     In my  opinion,  based on my audits and the report of other  auditors,  the
consolidated  financial  statements  referred to in the first paragraph  present
fairly,  in  all  material   respects,   the  financial   position  of  American
International  Ventures,  Inc. and its  subsidiary  as of May 31, 2001,  and the
results of their operations and their cash flows for the two yearly periods then
ended in conformity with accounting  principles generally accepted in the United
States of America.

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming  that the Company  will  continue as a going  concern.  As shown in the
accompanying consolidated financial statements, at May 31, 2001, the Company had
a working  capital  deficiency of $338,592 as well as an accumulated  deficit of
$373,212.  These  factors among other  things,  also  discussed in Note 4 to the
consolidated financial statements,  raise substantial doubt about its ability to
continue  as a going  concern.  The  consolidated  financial  statements  do not
include any adjustments  relating to the  recoverability  and  classification of
recorded  asset amounts or the amounts or  classification  of  liabilities  that
might be necessary should the Company be unable to continue in operation.

ROBERT G. JEFFREY

September 20, 2001
Wayne, New Jersey



                                       F-1
<PAGE>


              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  May 31, 2001

                                                                ASSETS
Current Assets
Cash                                                      $      3,811
Accounts receivable, less allowance for
    doubtful accounts                                           13,145
Inventory                                                        3,178
Prepaid expense                                                    150
                                                          -------------

              Total current assets                              20,284

Fixed Assets
Office furniture and equipment                                  21,589
Less, accumulated depreciation                                   6,682
                                                          -------------
Net fixed assets                                                14,907

Other Assets
Deferred financing cost                                          8,417
Security deposits                                                5,544
                                                          -------------
            Total other assets                                  13,961

    TOTAL ASSETS                                          $     49,152
                                                          =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable                                          $    194,508
Payroll and sales taxes payable                                 62,260
Notes payable                                                   92,308
Security deposit payable                                         1,800
Stockholder advance                                              8,000
                                                          -------------
           Total current liabilities                           358,876

Notes Payable                                                   63,488
                                                          -------------
           Total Liabilities                                   422,364

Stockholders' Deficit
     Common stock - authorized, 50,000,000
       shares of $.00001par value; issued and
       outstanding, 14,445,544 shares                              144
     Capital in excess of par value                            599,043
     Accumulated deficit                                      (972,399)
                                                          -------------
Total stockholders' deficit                                   (373,212)

    TOTAL LIABILITIES AND
        STOCKHOLDERS' DEFICIT                             $     49,152
                                                          =============
The accompanying notes are an integral part of these financial statements.

                                       F-2
<PAGE>

              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    For the Years Ended May 31, 2001 and 2000





                                                2001                   2000

Net Sales                                    $ 377,745              $ 389,534

Cost of Goods Sold                             232,518                304,488
                                             ----------             ----------

      Gross Profit                             145,227                 85,046

Selling and Administrative Expenses            580,104                128,130
                                             ----------             ----------
Operating loss                                (434,877)               (43,084)

Other Income and Expense
      Rental income                             18,900                      -
      Interest expense                         (17,329)                (4,480)
                                             ----------             ----------
      Net Loss                               $(433,802)             $ (47,564)
                                             ==========             ==========
      Loss Per Share:
           Basic and Diluted                     $(.03)                 $( - )
                                             ==========             ==========












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



                                       F-3
<PAGE>

              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT
                    For the Years Ended May 31, 2001 and 2000

<TABLE>
<CAPTION>

                                                                    Capital
                                      Common Stock                  In Excess Of        Accumulated
                                   Shares        Amount             Par Value           Deficit            Total
                                   -----------------------          -------------       ------------       -----------
<S>                                <C>           <C>                <C>                 <C>                <C>
Balance, June 1, 1999              8,415,544     $  6,937           $    336,750        $ (425,923)        $  (82,236)

Additional shares issued               5,000            5                     (5)

Net loss for the year                                                                      (47,564)           (47,564)

Distributions                                                                              (65,110)           (65,110)
                                  ------------------------          -------------       ------------       -----------

Balance, May 31, 2000              8,420,544        6,942                336,745          (538,597)          (194,910)

Adjustment                                         (6,858)                 6,858                                    -

Sales of common stock              1,800,000           18                153,482                              153,500

Stock issued for services            628,000            6                 64,829                               64,835

Stock issued in exchange
 for cancellation of debt            372,000            4                 37,161                               37,165

Stock issued in exchange
 for stock of GetToner.com, Inc.   3,225,000           32                    (32)                                   -

Net loss for the year                                                                     (433,802)          (433,802)
                                  ------------------------          -------------       ------------       -----------

Balance, May 31, 2001             14,445,544     $    144           $    599,043        $ (972,399)        $ (373,212)
                                  ========================          =============       ============       ===========
</TABLE>





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





                                       F-4
<PAGE>

              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    For the Years Ended May 31, 2001 and 2000
<TABLE>
<CAPTION>

                                                                       2001               2000
<S>                                                                <C>                <C>
Cash Flows From Operations:
    Net loss                                                       $  (433,802)       $  (47,564)
    Adjustments to reconcile net loss to net cash
     (consumed) provided by operating activities:
    Depreciation and amortization                                        6,352             1,535
    Value of capital stock issued for services                          64,835                 -
    Changes in current assets and liabilities:
    Increase in accounts payable and
     accrued liabilities                                                71,214            39,053
    Increase in payroll and sales taxes payable                         61,260             1,000
    Decrease in accounts receivable                                     15,493            11,493
    Decrease (increase) in inventory                                     9,712            (2,390)
    Increase in liability for security deposit                           1,800                 -
    (Increase) decrease in security deposits                            (3,710)              675
    Increase in prepaid expense                                            (50)             (100)
                                                                   -------------       -----------

Net cash (consumed)provided by operating activities                   (206,894)            3,702

Cash Flows From Investing Activities:
    Purchase of furniture and equipment                                (10,022)                -
    Fees paid to arrange debt financing                                (10,000)                -
                                                                   -------------       -----------
Net cash consumed by investing activities                              (20,022)                -

Cash Flows From Financing Activities:
    Proceeds of sales of common stock                                  153,500                 -
    Proceeds of borrowing                                               98,753            60,180
    Repayments of debt                                                  (5,701)          (30,049)
    Shareholder distributions                                                -           (65,110)
    (Decrease) increase in stockholder advances                        (10,000)           18,000
                                                                   -------------       -----------
Net cash provided (consumed) by financing activities                   236,552           (16,979)
                                                                   -------------       -----------
             Net increase (decrease) in cash                             9,636           (13,277)

             Cash balance, beginning of period                          (5,825)            7,452
                                                                   -------------       -----------
             Cash balance, end of period                           $     3,811         $  (5,825)
                                                                   =============       ===========
</TABLE>

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


                                       F-5
<PAGE>

              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001



Note 1.           ORGANIZATION & BUSINESS

Organization

     The Company was formed January 13, 1998 as American Precious Metals,  Inc..
On March 16, 1998,  it merged with Lucky Seven Gold Mines,  Inc., a  corporation
which had operated  since 1984.  On December 20, 2000,  the Company  changed its
name to  American  International  Ventures,  Inc.(AIV).  On March  15,  2001 the
Company merged with GetToner.com,  Inc. (GetToner),  a company which, along with
predecessors,  has since 1997 conducted a business marketing office supplies. In
both merger  transactions,  the Company was the surviving entity.  For financial
accounting  purposes,  the merger  with  GetToner  has been  accounted  for as a
pooling of interests, as explain in Note 3.

Business

     GetToner,  the  Company  subsidiary,  markets  and sells  office  supplies,
principally  imaging  products  such as  laser  toner,  inkjet,  and fax  ribbon
cartridges for computer printers,  fax machines, and copiers. These products are
sold at discounted  prices to major office supply  retailers.  GetToner conducts
its business  principally  through the Internet at its GetToner.com  website. It
has operated from its headquarters in Springfield,  New Jersey;  on September 1,
2001,  GetToner moved is  headquarters  to South Orange,  New Jersey.  Since the
principal  source of the sales of  GetToner  is its  website,  it is not limited
geographically.

     The Company,  itself,  was in the  development  stage until its merger with
GetToner.  As such, its  activities  were limited to the pursuit of new business
ventures.  As  explained  in Note 12, the  Company  has  consulted  with  mining
companies in the development of technology related to metallurgical testing.


Note 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       a.  Consolidated Statements

           The  consolidated  financial  statements  include the accounts of the
           Company and its wholly owned  subsidiary,  GetToner.  All significant
           intercompany  balances  and  transactions  have  been  eliminated  in
           consolidation.





                                       F-6
<PAGE>

              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001



Note 2 (continued)

       b.  Cash

           For purposes of the  Statement of Cash Flows,  the Company  considers
           all  short-term  debt  securities  purchased with a maturity of three
           months or less to be cash equivalents.


       c.  Fair Value of Financial Instruments

           The carrying amounts of the Company's  financial  instruments,  which
           include cash equivalents, accounts receivable, investment securities,
           accounts  payable  and  accrued  liabilities  approximate  their fair
           values at May 31, 2001.

       d.  Losses Per Share

           Basic and diluted  net loss per common  share is computed by dividing
           the net loss available to common  shareholders  for the period by the
           weighted average number of shares of common stock outstanding  during
           the period. The number of weighted average shares outstanding as well
           as the  amount  of net loss per  share  are the  same for  basic  and
           diluted  per share  calculations  for all  periods  reflected  in the
           accompanying financial statements.

       e.  Income Taxes

           The Company accounts for income taxes in accordance with Statement of
           Financial  Accounting  Standards  No.  109,  "Accounting  for  Income
           Taxes",   which   requires  the  use  of  the   "liability   method".
           Accordingly, deferred tax liabilities and assets are determined based
           on  differences  between  the  financial  statement  and tax bases of
           assets and  liabilities,  using  enacted  tax rates in effect for the
           year in which the differences are expected to reverse. Current income
           taxes are based on the income that is currently taxable.

       f.  Inventory

           Inventory consists  principally of finished product.  Inventories are
           stated  at the  lower of cost  (determined  on a first  in-first  out
           basis) or market.



                                       F-7
<PAGE>

              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001



Note 2 (continued)

       g.  Fixed Assets

           Fixed assets are recorded at cost.  Depreciation is computed by using
           accelerated  methods,  with useful lives of seven years for furniture
           and equipment and five years for computers and automobiles.

       h.  Use of Estimates

           The preparation of financial  statements in conformity with generally
           accepted accounting  principles requires management to make estimates
           and assumptions that affect certain reported amounts and disclosures.
           Accordingly, actual results could differ from those estimates.

       i.  Advertising Costs

           The Company expenses advertising costs when the advertisement occurs.
           Advertising  costs amounted to $25,830 in the year ended May 31, 2001
           and $1,830 in the year ended May 31, 2000.

       j.  Segment Reporting

           Management  treats the operation of the Company and its subsidiary as
           one segment.

       k.  Recognition of Revenue

           Revenue is  realized  from  product  sales.  Recognition  occurs upon
           delivery.

       l.  Common Stock

           Common  stock,  has been  issued in return for  services.  Values are
           assigned to these issuances  equal to the value of services  received
           or the market  value of the common  stock,  whichever is most clearly
           evident.






                                       F-8
<PAGE>

              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001



Note 3.  POOLING OF INTERESTS

     On March 15, 2001, the Company  merged with GetToner.  This merger has been
accounted  for as a pooling  of  interests,  with all  significant  intercompany
balances and transactions eliminated in consolidation.

     The Company  acquired all of the outstanding  stock of GetToner in exchange
for  3,225,000  shares of the common  stock of the  Company.  As a result of the
merger,  GetToner  changed  its fiscal year to conform to the May 31 year of the
Company.  There were no  adjustments  that  resulted  from this  change,  and no
changes in the accounting practices of either company resulted from the merger.

     The results of the separate  operations  of the two companies for the years
ended May 31, 2001 and 2000 are summarized below.


                                      2001                        2000
                             AIV           GetToner           AIV    GetToner
                         ------------------------------------------------------

    Revenue              $     -         $ 377,745         $      -   $389,534
    Net loss              (126,656)       (307,146)         (29,537)   (18,027)



Note 4.           GOING CONCERN UNCERTAINTY

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming  that the Company  will  continue as a going  concern.  As shown in the
consolidated  financial  statements,  the Company had a material working capital
deficiency  and an  accumulated  deficit at May 31, 2001.  These  factors  raise
substantial  doubt  about the  ability  of the  Company to  continue  as a going
concern.  The  consolidated  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.

     Present plans of the Company,  the  realization of which cannot be assured,
to  overcome  these  difficulties  include but are not limited to the raising of
additional funds from sales of common stock.



                                       F-9
<PAGE>

              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001



Note 5.           RELATED PARTY TRANSACTIONS

     In connection  with the  incorporation  of GetToner,  on June 5, 2000,  the
chairman and president of GetToner each  received  135,000  shares of the common
stock of  GetToner  and  100,000  shares of the 10%  voting  preferred  stock of
GetToner in return for  services.  These shares were among the shares  exchanged
for  3,225,000  shares of common  stock of the  Company in  connection  with the
GetToner merger.

     On  February  20,  2001,  employment  agreements  were  executed  with  the
president and chairman of GetToner. Each agreement has a three-year term.

     During the year ended May 31,  1999,  the wife of the  chairman of GetToner
made an advance to GetToner in the amount of $29,600.  During the year ended May
31, 2000,  the wife of the  president of GetToner made an advance to GetToner in
the amount of $5,000.  These  advances are evidenced by  promissory  notes which
bear  interest at rates of 12.25% and 16.6%,  respectively.  The balances due on
these notes at May 31, 2001 were $29,442 and $4,040, respectively.  In addition,
the chairman of GetToner  advanced  $8,000 to GetToner during the year ended May
31, 2000. This advance is due on demand and does not bear interest.

     During  January  2001,  the  chairman  and  president  of the Company  each
received  500,000  shares of  common  stock in  exchange  for  services  and for
cancellation  of amounts owed to them.  The amounts owed to them were $19,035 in
the case of the chairman and $18,129 in the case of the president.

     The  Company  makes  its  headquarters  in  premises  owned by the  Company
president, which to date has been rent-free.


Note 6.           PRIVATE PLACEMENT OFFERINGS

     The Company conducted private placement offerings during the year ended May
31, 2001.  These  offerings  were exempt under the  Securities  Act of 1933,  as
amended,  and the  rules  and  regulations  promulgated  thereunder.  A total of
1,800,000  shares of common stock was sold under the offerings  resulting in net
proceeds of $153,500.

     Of the shares sold during the year ended May 31, 2001, 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.


                                       F-10
<PAGE>

              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001



Note 7.           LOSS PER SHARE

     Basic and  diluted  loss per share is based on the net loss  divided by the
weighted average number of common shares outstanding during the period.

                                               Year Ended May 31, 2001

                                                  Weighted
                                        Income    Average Shares       Per Share
                                        (Loss)    Outstanding          Amount
Net Loss allocable to common
 Shareholders - basic and diluted    $(433,802)    12,683,044          $(.03)



                                               Year Ended May 31, 2000

Net Loss allocable to common
 Shareholders - basic and diluted    $ (47,564)    11,643,044          $( - )


Note 8.           NOTES PAYABLE

     GetToner  has two  lines-of-credit  under which it can borrow up to $50,000
and $10,000,  respectively.  It also has a business flex loan  arrangement  with
American  Express under which credit card charges are summarized  each month and
paid in six monthly installments.  In addition,  GetToner is obligated under two
notes payable to banks,  and a note payable to each of the wives of the GetToner
chairman and president.











                                       F-11
<PAGE>

              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001



This debt is summarized below:
                                       Due
                                       Currently    Long Term           Total
                                       -----------------------------------------
     Line of credit, with interest
      at 13.49%                        $  44,513    $     -           $  44,513
     Line of credit, with interest
      at 8.5%                              9,837          -               9,837
     Flex loan, with interest
      at 11%                              24,709          -              24,709
     Note payable to bank, due
      March 2003, in monthly
      installments of $415, with
      interest at 10%                      4,341       3,973              8,314
     Note payable to bank, due
      May 2005, in monthly
      installments of $861, with
      interest at 8%                       7,654      27,287             34,941
     Note payable, due May 15, 2003,
      with interest at 16.6%               1,132       2,908              4,040
     Note payable, due
      November 22, 2014, in monthly
      installments of $310, with interest
      at 12.25%                              122      29,320             29,442
                                       -----------------------------------------
            Totals                     $  92,308    $ 63,488          $ 155,796
                                       =========================================

              Maturities of long-term debt are as follows:

                    Years Ended May 31,             Amount
                    --------------------------------------

                          2002                      $13,776
                          2003                       10,796
                          2004                       10,044
                          2005                          222
                          Thereafter                 28,650
                                                    --------
                                                    $63,488
                                                    ========

                                       F-12
<PAGE>



              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001



Note 9.           RENTALS UNDER OPERATING LEASES

     GetToner has  conducted its  operations  from  facilities  that were leased
under a  five-year  noncancelable-operating  lease  which  was to expire in May,
2005.  During July 2001,  GetToner  arranged to terminate  this lease  effective
August 31, 2001.  It has entered a lease for new quarters in South  Orange,  New
Jersey.  In  addition,  a computer  system and a variety of office  equipment is
leased under operating leases, most of which expire in 2003.

     The  following is a schedule of future  minimum  rental  payments  required
under these operating leases as of May 31, 2001:

                    YEAR ENDED
                    MAY 31,                 AMOUNT
                    ----------            ----------

                      2002                $  32,609
                      2003                   18,295
                      2004                    4,043
                                          ----------
                                          $  54,947
                                          ==========

     Rent expense amounted to $47,660 in the year ended May 31, 2001 and $14,250
in the year ended May 31, 2000.

     Part of the  GetToner  facility  was  subleased  to an  outside  party on a
month-to-month  basis  at a rate of  $2,250  per  month.  This  arrangement  was
terminated August 31, 2001.













                                       F-13
<PAGE>



              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001



Note 10.          INCOME TAXES

     The Company and its subsidiary have experienced  losses each year since its
inception.  As a result,  it has  incurred no Federal  income tax.  The Internal
Revenue  Code  allows net  operating  losses  (NOL's) to be carried  forward and
applied  against future  profits for a period of twenty years;  state law in New
Jersey  allows  a  seven-year  carry  forward  period.  At  May  31,  2001,  NOL
carryforwards were available as follows:  in the case of AIV, the Federal amount
is $518,679  and the state  amount is  $483,426;  in the case of  GetToner,  the
amounts are $477,480 and  $477,280,  respectively.  The potential tax benefit of
the  NOL's has been  recognized  on the books of the  Company,  but  offset by a
valuation  allowance.  If not used,  the  Federal  carryforwards  will expire as
follows:

              Year                       Year
              Ended                      Ended
              May 31,       AIV          December 31,    GetToner
              ---------------------------------------------------

              2011        $103,552
              2012         177,370
              2019          82,978
              2020          28,123       2020            $148,453
              2021         126,656       2021             329,027

     Under Statement of Financial  Accounting  Standards No. 109, recognition of
deferred  tax assets is  permitted  unless it is more  likely  than not that the
assets will not be  realized.  The Company has  recorded  deferred tax assets as
follows:

                                Current          Non-current          Total
                                -------------------------------------------

    Deferred Tax Assets         $68,352          $81,071           $149,423
    Realization Allowance        68,352           81,071            149,423
                                -------------------------------------------
    Balance Recognized          $    -           $    -            $     -









                                       F-14
<PAGE>

              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001



Note 11. SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

     Cash was paid for  interest and income taxes during the years ended May 31,
2001 and 2000, as follows:

                                              2001              2000

                  Interest                  $13,520            $2,760
                  Income taxes                  100               200

     There were no noncash investing activities during either the year ended May
31,  2001 or the year  ended  May 31,  2000.  The  following  noncash  financing
activities occurred:

 a.  Shares of common stock were issued during the year ended May 31, 2001 in
     exchange for the stock of GetToner; these totaled 3,225,000 shares.

 b.  Shares of common stock were issued for services during the 2001 year; these
     totaled 628,000 shares.

 c.  Shares of common stock were issued during the 2001 year in exchange for
     cancellation of $36,793 of debt; these totaled 372,000 shares.



Note 12. OTHER MATTERS

     During  the year  ended May 31,  2000,  the  Company  earned a finders  fee
consisting of 350,000  shares of the common stock of Birch  Mountain  Resources,
Ltd. (Birch  Mountain),  a publicly owned company,  which traded on the Canadian
Venture  Exchange (the Exchange).  An additional  150,000 common shares of Birch
Mountain  will be earned  when it has been  determined  that  certain  specified
conditions have been  satisfied.  The stock of Birch Mountain was suspended from
trading by the  Exchange  effective  June 28, 2000.  Restoration  of its trading
privileges  will depend on the  outcome of an  investigation  of Birch  Mountain
being  conducted by the Exchange.  Due to this suspension  action,  no value has
been  assigned  to the Birch  Mountain  stock on the books of the  Company.  The
trading price of Birch Mountain on May 16, 2000 was $.95 per share. The June 30,
2000 unaudited financial  statements of Birch Mountain contained total assets of
$13,933,000, net equity of $13,575,000, and total revenue of zero.

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