UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the Fiscal Year Ended May 31, 2011



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)



4058 Histead Way,
Evergreen, Colorado80439

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

(Address of principal executive offices)



303-670-7378

(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 if the registrant is a well known seasoned
issuer. [ ] [X] No



Indicate by checkmark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act: [ ]



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) [X] Yes [ ] No

(2) [X] Yes [ ] No



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.. [X]



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).[X] Yes [X] No



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated
filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):



Large Accelerated Filer [ ] Accelerated
Filer [ ]



Non-Accelerated Filer [ ] Smaller Reporting Company [X]



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

[X] Yes [ ] No



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



As of November 30,2010, the aggregate market value of the
voting and non-voting common equity held by non-affiliates is approximately$276,423. This calculation is based upon the
last trade of $0.02 of the common stock on November 29, 2010.



The number of shares outstanding of the registrant's
class of common stock on September 8, 2011 was 19,345,044 shares.





1







PART I

Item 1. Description of Business.



Background.



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. on 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. on November 13, 2000 and changed again on December
21, 2000 to American International Ventures, Inc.





BUSINESS OF COMPANY.



Prior Business Activities.



During 2002, the Company developed a plan of
operations to seek, identify and, if successful, acquire a portfolio of undervalued or sub-economic but prospective mineral properties
in the United States, principally gold properties that could be enhanced by performing limited exploratory work on the property.
The Company would then attempt to identify a joint venture partner to further develop the property or otherwise sell the property
to an industry participant. The Company subsequently acquired the Bruner property located in Nye County, Nevada. The description
of the Bruner claims is set forth in greater detail below.



On September 23, 2005, the Company completed an
Exploration and Option to Enter Joint Venture Agreement (“Agreement”) with Electrum Resources LLC (“Electrum”)
relating to the Bruner property. Please refer to the Company’s Form 8-K filing with Securities and Exchange Commission on
September 29, 2005 for a more detailed description of the transaction with Electrum. In late May 2006, Electrum commenced a 9 hole
exploratory drilling program on the Bruner property which targeted deeper prospects on the property (See “Exploration
Potential on Deeper Targets” below). 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. On April 3, 2009,
the Company completed a Property Option Agreement with Patriot Gold Corp., an unaffiliated third party (“Patriot Gold”),
to acquire the exclusive option to the Bruner Property (See Present Activities-Patriot Gold Option Agreement” below).





Bruner Property - Nye County, Nevada.



The Company owns 28 patented claims totaling 560
acres in the heart of the Bruner mining district in Nye County, Nevada. The Company acquired the mining claims from Orcana Resources,
Inc. and Miramar Gold Corporation (collectively “Orcana”) in July 2002. Under the terms of acquisition, the Company
is required to maintain the property in good standing under state mining regulations for at least one full assessment year and
pay Orcana a two percent net smelter royalty on all metals and materials mined or produced from the property. The Company maintains
the right to purchase the net smelter royalty from Orcana for the sum of $250,000 payable in cash and/or marketable securities
of the Company. In addition, upon achieving commercial production on the Bruner property, the Company is obligated to pay Orcana
$250,000 within 120 days of achieving such commercial production. The payment may be in the form of cash and/or marketable securities
of the Company. The Bruner property is located in Nye County, Nevada in a region known as the Walker Lane gold belt, 125 miles
east-southeast of Reno and 25 miles northeast of Gabbs, Nevada. Several high-grade gold mines and prospects have been developed
in the Bruner district in auriferous quartz veins hosted by Tertiary volcanic rocks. The property area is underlain by tertiary
felsic and intermediate composition volcanic and volcaniclastic rocks. Gold mineralization is hosted by a sequence of crystal tuffs
that range from latite to quartz latite in composition. The latite is pervasively altered in the central portion of the district,
and gold detected in surface sampling and drilling is associated with quartz-adularia alteration. Quartz-adularia veins also occur
in the northern and eastern part of the property in a rhyolite porphyry flow-dome that intrudes the volcanic rocks.



Past production in the Bruner district has been estimated at approximately
55,587 ounces of gold contained in 99,625 tons of ore at a recovered grade of 0.562 oz/ton gold. Most of the production occurred
from 1920 to 1942 from high grade gold/silver vein deposits from the Paymaster, Penelas, Phonolite, and Duluth mines. These mines
are located on or near the Company’s Bruner property. In addition, several large-scale, volcanic-hosted, low grade deposits
are located in the general vicinity, including Rawhide (1.4 million ounces gold total production, currently in reclamation), Round
Mountain (720,000 ounces gold current annual production with over 9 million ounces produced through 2003), and Paradise Peak (1.5
million ounces gold) properties. These properties have been mined through an open pit, bulk mining method. Despite these past production
amounts from the Bruner property and from mines in the general vicinity, the Company can not predict whether commercially exploitable
mineral deposits or reserves exist on the Bruner property until appropriate exploratory work is done and an economic evaluation
based on such work concludes economic feasibility.



Exploration of Low Grade Targets On Bruner.



During the past 25 years, several companies have conducted significant
exploration in the Bruner district, which includes the Company’s existing claims, for volcanic-hosted, bulk-tonnage precious
metal mineralization at shallower depths. The work completed includes geological mapping and sampling, about 1,000 soil geochemistry
samples, several hundred rock chip samples from outcrops and underground workings, helicopter-airborne and ground geophysics, and
approximately 147 drill holes totaling 65,185 feet. Gold mineralization has been detected in many of the drill holes. Most of the
drill holes are reverse circulation holes. The Company estimates that approximately $1.5 to $2 million has been spent on exploration
in the area by the prior explorers.



The soil geochemistry program consisted of samples collected at
100 foot intervals along east-west grid lines spaced 400 feet apart. The soil geochemistry data show a 2,000 ft. by 800 ft. northwest-trending
gold anomaly over the central portion of the Company’s claim block. Values typically exceed 100 ppb gold and 300 ppb silver,
whereas background values are less than 5 ppb gold and less than 50 ppb silver. In addition, mine dumps, float and outcrops were
sampled on the surface, and all of the available mine workings were chip channel sampled.



The magnetic geophysical data depicts the major north and northwest
structural trends on a contoured plot of the total field data. The mineralized structural trend that hosts the Penelas and Bruner
deposits is readily identifiable as a linear magnetic low.



Several preliminary estimates have been made in the past of the
mineralized material that may be present on the Bruner property. The most recent estimate was evidenced in a report prepared by
a professional mining consultant to a major mining company that previously owned the claims. The consultant in his report estimated
that the Duluth target on the Company's Bruner property contains approximately 15 million tons of



“mineralized material”1
with a grade of 0.026 oz Au/ton, based on data from 37 reverse circulation drill holes and assuming a cutoff grade of 0.010 oz
Au/ton and a rock density of 12 ft3/ton. The consultant concluded that there are several other targets areas on the
Bruner property that have excellent potential for the delineation of additional mineralized material. The Company has not sufficiently
analyzed this data to corroborate the estimations of “mineralized material” reported by the consultant. Without additional
geological, engineering and economic studies, along with additional drilling, the Company can not predict whether commercial mineralization
may exist on the property.



During May and June of 2004, the Company conducted a limited diamond
drill program in the Duluth area of the Bruner claims designed to follow up reverse air circulation drilling previously conducted
on the property in the 1980's. During this period, the Company also performed surface geological mapping, and sampling in the area.
The Company drilled five holes for a total of 767 linear feet. The cost of the program was approximately $68,000. The Company’s
results were similar to previous drilling results on the property. Gold values greater than 0.02 oz/ton were detected in all of
the five holes that were drilled. Hole 181 contained a 14.3 foot interval that ran 0.079 oz Au/ton including a three foot interval
that ran 0.257 oz Au/ton, hole 182 contained a 20.3 foot interval that ran 0.061 oz Au/ton, and hole 184 contained a 28.0 foot
interval that ran 0.078 oz Au/ton including a 5.5 foot interval that ran 0.335 oz Au/ton. Management and its consulting geologists
have re-considered the economic potential of the shallow depths on the Bruner claims based on prior results of its exploration
program and that of past exploration efforts in view of current gold prices. Previously, management concluded that the shallow,
open pittable potential has been effectively tested and appeared non-commercial. This conclusion was based on gold prices ranging
from $300 to $350 per ounce. In view of the current gold price, management now believes that a more comprehensive evaluation of
the economic potential of the shallow depths may be warranted, however, the Company does not intend to conduct any further exploration
on the property.



Exploration Potential on Deeper Targets.



All of the past exploration efforts on the Bruner
claims, including the Company’s efforts described above, have focused on finding bulk mineable deposits like those found
at Round Mountain, Paradise Peak and Rawhide open pit mines. Past exploration on the Bruner property has identified several areas
where significant volumes of bulk mineable gold mineralization may occur at depths of less than 300 feet, which therefore could
be amenable to open pit mining methods. The Company can not predict whether such mineralization is economic at this time.



The potential for high-grade vein targets on the Bruner property,
especially at depths greater than the low grade mineralization which has been explored to date, remains largely untested. Previous
exploration drilling encountered several vein intercepts assaying greater than 0.5 oz/ton Au, and surface sampling also yielded
assay results of greater than 0.5 oz/ton Au. Preliminary evaluation of the Company’s 2004 diamond drilling results and surface
geological work suggests the possibility of mineralization at greater depths, which may be similar to the Midas (also known as
the Ken Snyder) mine located approximately 90 miles from Carlin, Nevada. The Midas/Ken Snyder mine was discovered in the mid-1990's
and production commenced in January 1999 at an annual rate of about 200,000 ounces of gold per year by Newmont Mining Corp. Newmont’s
published reserves for the Midas/Ken Snyder mine on December 31, 2003 were 3,400,000 tons at a grade of 0.58 ounces of gold per
ton containing 1,950,000 ounces of gold, with a similar amount of mineralized material. However, as mentioned above, in late May
2006, Electrum commenced a 9 hole exploratory drilling program on the Bruner property which targeted these deeper prospects on
the property. While the drill program encountered several short intervals of relatively low grade gold mineralization, no zones
of the high grade mineralization were identified, and, on January 18, 2007, Electrum terminated the joint venture arrangement with
the Company.



Present Business Activities.



General.

As a result of the termination of the Electrum agreement, the Company
has determined that it will not continue to seek interest in its Bruner claims from the mining community as it sole business purpose.
Rather, the Company is currently seeking other business opportunities to review and analyze for purposes of effecting a business
acquisition or combination. The business acquisition or combination may be in the form of a merger, stock for stock, stock for
assets, or joint venture type of transaction. As of the date of this Report, the Company has no agreement in place for any business
acquistion or combination. The Company is actively exploring for potential business opportunities through its officers, directors,
and consultants. No specific industry or business has been targeted by the Company. The Company can not predict whether it will
be successful in its efforts to identify an acceptable merger or business combination candidate.



In an effort to provide sufficient flexibility to the Company’s
Board of Directors to effect a business acquisition or combination, the Company, through shareholder approval, on or about October
15, 2007, increased its authorized shares of common stock from 50,000,000 shares to 400,000,000 shares. Accordingly, under Delaware
law, the Company may be able to accomplish a stock for stock transaction with another company without the need for a shareholder
vote.



Patriot Gold Property Option Agreement.

On April 3, 2009, the Company completed a Property Option Agreement
with Patriot Gold Corp., an unaffiliated third party (“Patriot Gold”), to acquire the exclusive option to the Bruner
Property located in Nye County, Nevada (consisting of 28 patented mining claims). Patriot Gold is a reporting company under the
federal securities laws and trades on the OTCBB under the symbol “PGOL.”



Patriot Gold paid the Company the sum of $30,000 at closing.  In
order to earn its option to the property, Patriot Gold is required to make the following annual property option payments on April
1; $35,000 in 2010, $40,000 in 2011, $45,000 in 2012, $50,000 in 2013, $55,000 in 2014, $60,000 in 2015, and $1,185,000 in 2016.
Upon meeting the conditions of the agreement, Patriot Gold shall be entitled to an undivided 100% right, title and interest in
and to the Property subject to a 1.5% Net Smelter Return (“NSR”) royalty payable to the Company and a 2% NSR payable
to the former Property owner. Patriot Gold may purchase 1% of the Company’s 1.5% NSR royalty for an additional payment of
$500,000 under certain conditions. The agreement is terminable under certain conditions, including at the option of Patriot. Patriot
made the annual property option payments of $35,000 in 2010 and $40,000 in 2011. The Company is unaware of any operations undertaken
on the mining claims by Patriot Gold to date.



Item 1A. Risk Factors.



Disclosure Regarding Cautionary Statements.

Forward Looking Statements. Certain
of the statements contained in this Annual Report on Form 10-KSB includes "forward looking statements" within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). All statements other than statements
of historical facts included in this Form 10-K 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 we believe 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 below in the Cautionary Statements section and elsewhere in this Form 10-K. All written and oral forward looking
statements attributable to us or persons acting on our behalf subsequent to the date of this Form 10-KSB are expressly qualified
in their entirety by the Cautionary Statements.



Cautionary Statements.

Certain risks and uncertainties are inherent in the Company's business.
In addition to other information contained in this Form 10-K, the following Cautionary Statements should be considered when evaluating
the forward-looking statements contained in this Form 10-K:



LIMITED ASSETS; ABSENCE OF SIGNIFICANT OPERATING REVENUES, AND GOING
CONCERN OPINION. As of May 31, 2011, the Company‘s audited financial statements reflect total assets of $56,497 total current
liabilities of $5,997, working capital of $50,500, and an operating income for the 12 month period then ended of $40,060. All of
its income was derived from option payments under the Patriot Gold agreement. No assurances can be made that future payments will
be received from Patriot Gold under the option agreement. In addition, the Company’s accountant has issued a going concern
opinion regarding the ability of the Company to conduct future operations. Accordingly, certain risks exist with respect to the
Company and its ability to effect its plan of operations.



SHELL COMPANY STATUS; POTENTIAL CHANGE OF CONTROL AND SIGNIFICANT
DILUTION. The Company is a shell company as defined under federal securities laws. While the Company maintains a mining property
located in Nye County, Nevada, it has no intention of developing this property absent a dramatic increase in gold prices. Its plan
of operations is to seek other business opportunities to review and analyze for purposes of effecting a business acquisition or
combination. However, at this time, the Company has no plan, proposal, agreement, understanding or arrangement to acquire or merge
with any specific business or company, and the Company has not identified any specific business or company for investigation and
evaluation. In the event the Company does acquire a business opportunity, a change of control of the Company may result. The change
of control may occur through the issuance of common stock to the owners of the acquired company which may exceed greater than 90%
of the Company’s total issued and outstanding capital stock. This event will result in significant dilution to existing shareholders.
In addition, the officers and directors of the acquired company likely will replace part or all of the existing officers and directors.
The Company cannot predict when or if an acquisition will occur, or if it does occur, whether it will result in profitable operations.



RECENT INCREASE IN IT’S AUTHORIZED CAPITAL STOCK. During the
fiscal year ended May 31, 2008, the Company increased its authorized shares of common stock from 50,000,000 shares to 400,000,000
shares. As a result, the Company will be able to issue shares of its common stock in the future, including for any share exchange
transaction, up to the authorized amount (400,000,000) with the approval of the Board of Directors and without the approval of
its shareholders. The issuance of such shares will cause significant dilution to its existing shareholders.



NEED FOR ADDITIONAL CAPITAL/SIGNIFICANT DILUTION. The Company has
a present need for additional capital in order to fulfill its plan of operations. No assurances can be given that the Company will
be successful in raising the capital necessary for both near term and future operations. In addition, if the Company is successful
in raising additional funds, it is likely that any such additional capital will be in the form of the sale and issuance of additional
shares of Company’s common stock. The sale and issuance of common stock may substantially increase the number of shares of
common stock outstanding and cause significant dilution to existing shareholders.



THE COMPANY MAY PAY CONSULTANTS AND EMPLOYEES IN STOCK AS CONSIDERATION
FOR THEIR SERVICES WHICH MAY RESULT IN STOCKHOLDER DILUTION. Due to the Company’s limited cash
availability, the Company has in the past and may in the future pay consultants, officers and employees in stock, warrants or options
to purchase shares of our common stock rather than cash. The issuance of common stock in exchange for services may substantially
increase the number of shares of common stock outstanding and cause significant dilution to existing shareholders.



FAILURE TO MAINTAIN PROPERTY RIGHT TO MINING CLAIMS. The Company
is required to expend approximately $400 per annum in annual property taxes to maintain its patented mining claims in Nye County,
Nevada. It has paid the property tax for 2010 calendar year. Due to the Company’s limited cash position, it is conceivable
that, absent a cash infusion, the Company may not be able to pay its future tax obligations, in which event, the Company may lose
it rights to the mining claims.



MANAGEMENT AND DEPENDENCE ON MANAGEMENT. The ability of the Company
to conduct its business affairs in a successful fashion will be subject to the capabilities and business acumen of current management.
Accordingly, no person should purchase the Company’s common stock unless such person is willing to entrust all aspects of
the business affairs of the Company to its current management.



WE ARE DEPENDENT ON MANAGEMENT WHO ARE ALSO INVOLVED IN OTHER BUSINESSES.
Our ability conduct our business affairs in a successful fashion will be subject to the capabilities and business acumen of current
management. Accordingly, no person should purchase our common stock unless such person is willing to entrust all aspects of the
business affairs of our to its current management. Investors should also consider that many members of management are involved
in other businesses that will conflict with their efforts on our behalf, including time availability. While members of our management
team intend to devote as much time to the success of our business as they each deem necessary, the failure to do so, may have an
adverse effect on our success.



WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE. We
have never declared or paid a dividend on our common stock. We intend to retain earnings, if any, for use in the operation and
expansion of our business and, therefore, do not anticipate paying any dividends in the

foreseeable future.



THE TRADING PRICE OF OUR COMMON STOCK MAY BE VOLATILE. The trading
price of our shares, if one develops in the future, may be subject to wide fluctuations. The trading price may be affected by a
number of factors including the risk factors set forth in this prospectus as well as our operating results, financial condition,
announcements regarding possible mining of gold ore by us or our competitors, general conditions in the market place, the world
wide price of gold and other events or factors. In recent years, broad stock market indices, in general, and the securities of
mining companies, in particular, have experienced substantial price fluctuations. Such broad market fluctuations may adversely
affect the future trading price of our common stock.



PENNY STOCK REGULATION. The Company's common
stock may be deemed a "penny stock" under federal securities laws. The Securities and Exchange Commission has adopted
regulations that define a "penny stock" generally to be any equity security that has a market price of less than $5.00
per share, subject to certain exceptions. These regulations impose additional sales practice requirements on any broker/dealer
who sell such securities to other than established investors and accredited investors. For transactions covered by this rule, the
broker/dealer must make certain suitability determinations and must receive the purchaser's written consent prior to purchase.
Additionally, any transaction may require the delivery prior to sale of a disclosure schedule prescribed by the Commission. Disclosure
also is required to be made of commissions payable to the broker/dealer and the registered representative, as well as current quotations
for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock
held in the account of the customers and information on the limited market in penny stocks. These requirements generally are considered
restrictive to the purchase of such stocks, and may limit the market liquidity for such securities.



Item 2. Description of Property.



The Company’s business office is located at 4058 Histead Way,
Evergreen, Colorado80439, and is provided by the Company’s President on a rent-free basis under an oral arrangement
between the parties. The Company believes that this office space will be sufficient to support its needs for the next 12 months.



Item 3. Legal Proceedings.



None





PART II



Item 5. Market Price for Common Equity and Related Stockholder
Matters and Issuer Purchase of Equity Securities.



Market Information:



The table below sets forth the high and low bid prices of the Common
stock of the Company as reported by OTCBB (Note: each year and respective quarterly period depicted below (2009 – 2011) represents
the year ended May 31 for such year). The quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commissions
and may not necessarily represent actual transactions. The Company's common stock is traded on the OTC Bulletin Board under the
symbol “AIVN.” There is an absence of an established trading market for the Company's common stock, as the market is
limited, sporadic, and highly volatile. The absence of an active market may have an effect upon the high and low price as reported.





2010	Low Bid	High Bid

1st Quarter	$0.01	$0.04

2nd Quarter	$0.07	$0.02

3rd Quarter	$0.05	$0.02

4th Quarter	$0.05	$0.01



2011	Low Bid	High Bid

1st Quarter	$0.01	$0.06

2nd Quarter	$0.03	$0.07

3rd Quarter	$0.04	$0.07

4th Quarter	$0.03	$0.05



2012	Low Bid	High Bid

1st Quarter	$0.02	$0.03



As of September 2, 2011, the Company had 229 shareholders of record
of our common stock. Although there are no restrictions on the Company’s ability to declare or pay dividends, the Company
has not declared or paid any dividends since our inception and do not anticipate paying dividends in the future.



During the fourth fiscal quarter for the annual period covered by
this Report, the Company did not make any repurchases of its capital stock. Also during the annual period covered by this Report,
the Company did not issue any equity securities not registered under the Securities Act of 1933, as amended, not otherwise disclosed.



The following table provides information as of May 31, 2011 concerning
shares of our common stock authorized for issuance under our existing equity compensation plans.



|Equity Compensation Plan Information                          
|--------------------------------------------------------------
|Plan category                                                 
|Equity compensation plans approved by security holders        
|Equity compensation plans not approved by security holders (1)
|Total                                                         



(1) The amount represents the following option and warrant grants;



(i).	 1,800,000 options under 2003 Stock Option Plan.
The 2003 Stock Option Plan allows for the grant of 2,000,000 options.



(a). In January 2005, the Board of Directors of the Company
approved a stock option grant to its then current officers and directors. Each officer and director received a stock option of
300,000 shares of common stock of the Company. The exercise price was initially exercisable at $0.10 per share, however, in September
2009, the exercise price was reduced to $0.05. The options initially were to expire five years from the grant date or within two
years from the date the director resigns or is terminated by the Company, whichever was earlier,
however, in September 2009, the term of the options held by the current directors was extended to September 28, 2014. The options
are held by Messrs. Goldstein, Duff, and Russell, current directors of the Company, and by Messrs. Wagenti and Salvatore, former
directors of the company, for a total of 1,500,000 options. The options to the former directors expired on May 29, 2011.



(b). In September 2005, the Company granted Mr. Steven
Davis, the Company’s President, stock options to acquire 300,000 shares of common stock of the Company. The options were
granted under the 2003 Stock Option Plan and all of such options have vested. The options were initially exercisable at $0.17 per
share during a five year term, and in September 2009, the exercise price was reduced to $0.05 per share. The options expire five
years from the grant date or within two years from the date the officer resigns or is terminated by
the Company, whichever is earlier.



(ii). 	200,000 stock warrants to former officer and current
director. On December 22, 2005, the Company issued a stock warrant to acquire 200,000 shares of the Company’s common
stock to James Duff, the Company’s former president, in exchange for past due services owed to Mr. Duff in the amount of
$30,315. The warrants initially expired on December 22, 2010, however in September 2009, the term was extended to December 22,
2015. The warrant is exercisable at a price of $0.01 per share.



(iii). 	240,000 stock warrants to current President and Director.
On November 30, 2007, the Company issued a stock warrant to acquire 240,000 shares of the Company’s common stock to Mr. Steve
Davis, the Company’s President, in exchange for past due services owed to Mr. Davis in the amount of $12,000. The warrants
expire November 30, 2012 and are exercisable at a price of $0.01 per share.



(iv). 	900,000 stock options to current directors. During
2009, stock options to acquire 900,000 shares of common stock were granted to certain directors of the Company as described below:



(a). On September 3, 2009, Messrs. Daniel H. Luciano and Gordon
L. Scheig were granted stock options to acquire 300,000 shares of common stock of the Company each at an exercise price of $0.05.
One third of the options vested immediately, one third vest on September 3, 2010, and the remainder vests on September 3, 2011.
The options expire five years from the date of grant (September 3, 2009). The options were granted in connection with the respective
appointments to the Company’s Board of Directors.



(b). On September 28, 2009, Myron Goldstein was granted stock options
to acquire 300,000 shares of common stock of the Company each at an exercise price of $0.05. The term of the options is five years
and all of the options have vested. The options were issued in exchange for services rendered during the fiscal 2009 period.



Item 6. Selected Financial Data.

Not applicable



Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.



Results of Operations.



Fiscal year end May 31, 2011 compared with Fiscal year end May
31, 2010.



Revenues. The Company has had no revenues for fiscal years
ended May 31, 2011 and 2010, respectively.



Administrative expenses. Administrative expenses, which includes
accounting fees, legal fees, and miscellaneous expenses, were $25,892 for the 2011 year end period compared with $43,097 for the
2010 year end period. The difference is due to increased expenses attributable to director and officer options granted during the
2010 period.



Other Income. During the 2011 and 2010 periods, the Company
had other income of $40,000 and $35,000, respectively which represents the payments received under the Option Agreement with Patriot
Gold.



The Company plan of operations is to seek other business opportunities
to review and analyze for purposes of effecting a business acquisition or combination. The Company can not predict whether it will
be successful in its efforts to identify a suitable business acquisition or combination candidate.



As of May 31, 2011, the Company has available working capital of
$50,500, compared with $28,698 in working capital as of May 31, 2010. The increase in working capital is due to the $40,000 payment
received by the Company from Patriot Gold under the Property Option Agreement. The Company has projected that its overhead for
the next 12 months will be $25,400, which consists of accounting fees (including tax, audit and review) in the approximate amount
of $13,000, legal fees in the approximate amount of $7,000, property taxes on the Bruner claims in the approximate amount of $400,
and miscellaneous expenses of $5,000. The projected legal and accounting fees related to the Company’s reporting requirements
under the Exchange Act of 1934. The Company expects to incur addition legal and accounting fees in order to effect a merger, share
exchange or business combination transaction. The amount of such legal and accounting fees can not be predicted at this time. Other
than as stated herein, the Company has no other capital commitments.

Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.

Not Applicable.



Item 7. Financial Statements.



The financial statements required by this
Item are set forth immediately following Item 14 of Part III.



Item 8. Financial Statements and Supplementary
Data.

Not Applicable.



Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure.

None



Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures



Under the supervision and with the participation of our management,
including our Chief Executive Officer and our Chief Financial Officer, we undertook an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934, Rules 13a-15(e) and 15d-15(e))
as of the end of the period covered by this report. Based on this evaluation, our Principal Executive Officer and Principal Financial
Officer have concluded that such disclosure controls and procedures were effective to ensure (a) that information required to be
disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (b) that information
required to be disclosed is accumulated and communicated to management to allow timely decisions regarding disclosure.



Internal Controls Over Financial Reporting



Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.  A
company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s
principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s
board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit the preparation of financial statements in accordance with GAAP, and that receipts and expenditures
of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.



In making its assessment, our management, including the Chief Executive
Officer and Chief Financial Officer, used the criteria set forth in Internal Control – Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).



A material weakness is a control deficiency, or combination of control
deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements
will not be prevented or detected on a timely basis.  We have not identified any material weaknesses in our internal
controls over financial reporting as of the end of the fiscal year ended December 31, 2010.



There were no changes in our internal controls over financial reporting
during the fourth quarter of the fiscal year ended May 31, 2011 that materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.



This annual report on Form 10-K for the fiscal year ended May 31,
2011 does not include an auditor attestation report on our internal controls over financial reporting inasmuch as no attestation
report was required under the rules of the Securities and Exchange Commission applicable to us as in effect at that time.



Item 9A(T). Controls and Procedures.

There is no information required to be furnished under Items 307
and 308T of Regulation S-B



Item 9B. Other Information.

None



PART III



Item 10. Directors. Executive Officers.
Promoters and Control Persons: Compliance with Section 16(a) of the Exchange Act.



The officers and directors of the Company during
fiscal year ending May 31, 2009 are as follows;



Name	Age	Position

Myron Goldstein	71		Chairman and
Principal Financial Officer

Steven Davis 	 69	President, Principal
Executive Officer And Director



Brian G. Russell	81	Director



James K. Duff	66	Director



Gordon Scheig	71	Director



Daniel H. Luciano	59	Director



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

Mr. Myron Goldstein, Chairman and Principal
Financial Officer.

Mr. Goldstein was appointed Chairman of the
Company on March 23, 2003. On October 19, 2005, Mr. Goldstein became the Company’s Principal Financial Officer. Mr. Goldstein
is a senior mining executive with over 30 years diversified international management, exploration and development experience in
precious and base metals and uranium, including 10 years as Chevron Resource Company’s District Manager for its Western District
located in Denver, Colorado. From 1995 to the present, Mr. Goldstein has served as director and senior management of various companies
as a result of his employment with Global Management Mining, a mining consulting company located in Vancouver, Canada. He is a
graduate of the University of Toronto, Ontario, Canada, where he earned a Ph.D in Physics and Geophysics. He also earned a M.S.
in Geophysics from the Massachusetts Institute of Technology, Cambridge, Massachusetts, and a B.S. degree in Engineering Geophysics,
from the Colorado School of Mines, Golden, Colorado.



Mr. Steven Davis, President, Principal Executive Officer and
Director.

Mr. Davis was appointed President and Chief
Executive Officer of the Company on September 15, 2005, and a director of the Company on December 10, 2009. Mr.
Davis has over 35 years of professional experience and management in the minerals industry throughout North, Central and South
America, with a focus on exploration and resource development of precious metals systems having been employed by Homestake Mining
Company, ASARCO Inc., Zamora Gold and Cordero Mining Company (SUNOCO). From June 2000
to the present time, Mr. Davis has been an independent consultant to the domestic and international mining industry. From October
2005 to the present, Mr. Davis has been Vice President, Exploration for New Horizon Uranium Corp., Golden, Colorado. From March
1999 to May 2000, he was President and Chief Executive Officer of Sun River Mining, Inc.



Brian G. Russell, Director.

Mr. Russell became a Director of the Company on May 6, 2002. Mr.
Russell has extensive experience as a mining geologist. He worked for the Council for Mining Technology in South Africa in excess
of 19 years. In 1974, he was appointed Director of the South African Mineral Bureau. In 1988 he was appointed the representative
of the South African Minerals and Energy industry in the United States. Since his retirement in 1994, he has consulted with several
mining companies in the United States and Canada in the assessment and evaluation of precious metal ventures. Mr. Russell has retired
from active business in 2001.



Mr. James Duff, Director.

Mr. Duff was appointed President and Chief Executive
Officer of the Company on April 10, 2004. Mr. Duff has over 40 years of diverse, international mining experience. From June 2005
to June 2008 Mr Duff was President of Empresa Minera Manquiri SA, the Bolivian subsidiary of Coeur d’Alene Mines Corporation
of Coeur d’Alene, Idaho. Mr. Duff was a consultant to Coeur d’Alene Mines from November 2002 to June 2005 and he was
Vice President of Business Development from 1995 to November 2002, and was Director of Business Development from 1990 to 1995,
of Coeur d'Alene Mines Corporation.Mr. Duff also is a Director of Goldrich Mining Company, a public company on the OTC
Bulletin Board. On September 6, 2005, Mr. Duff resigned as the Company’s President and Chief Executive Officer, and on that
date was appointed a Director of the Company.



Mr. Gordon Scheig, Director.

Mr. Scheig was appointed a director of the Company
on September 3, 2009. Mr. Scheig has been retired from active business for in excess of 10 years. Prior to his retirement, Mr.
Scheig was employed in various capacities in the oil and gas industry specializing in reservoir engineering.



Mr. Daniel H. Luciano, Director.

Mr. Luciano was appointed a director of the
Company on September 3, 2009. Mr. Luciano has been an attorney since 1977 and specializes in corporate and securities law. He is
a member of the New Jersey Bar and Texas Bar.



There are no family relationships among any of our officers and
directors. The Company’s directors have been elected to serve until the next annual meeting of stockholders and until their
successor(s) have been elected and qualified, or until death, resignation or removal.



To the best of our knowledge, during the past five years, none of
our existing directors, executive officers, or control persons were involved in any of the following: (1) any bankruptcy petition
filed by or against any property or business of which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining,
barring, suspending, or otherwise limiting his involvement in any type of business, securities or banking activities; or (4) being
found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.



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.



In the past fiscal year, there has been no material change to the
procedures by which security holders may recommend nominees to the small business issuer's board of directors.





Item 10. Executive Compensation.



The compensation for all directors and officers individually for
services rendered to the Company for the fiscal years ended May 31, 2011, 2010 and 2009 that received compensation from the Company
are set forth in the following table and information below:





SUMMARY COMPENSATION



Annual Compensation 	Long Term Compensation

Other	Restricted Securities

Name and 	Annual	 	Stock Awards underlying

Principal	Fiscal	Salary	Bonus 	 Compensation	 	
options/SARS

Position 	Year	 ($)	 ($)	($)	 ($) (#)

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

Myron Goldstein(1)	2010	 -0-	 -0-	-0-		 -0-	
-0-

Chairman	2009	 -0-	 -0-	 $3,000	
-0-	300,000

2008	 -0-	 -0-	-0-	 -0-	 -0-



Steven Davis(2)	2010	 -0-	 -0-	-0-	 -0-	 -0-

President	2009	 -0-	 -0-	 $3,000	 -0-	300,000

2008	 -0-	 -0-	-0-	 -0- -0-

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

(1). On September 28, 2009, Myron
Goldstein was granted stock options to acquire 300,000 shares of common stock of the Company each at an exercise price of $0.05.
The term of the options is five years and all of the options have vested. The options were issued in exchange for services rendered
during the fiscal 2009 period. The value of such options is $3,000.



(2). In September 2005, the Company granted Mr. Steven Davis, the
Company’s President, stock options to acquire 300,000 shares of common stock of the Company. The options were granted under
the 2003 Stock Option Plan and all of such options have vested. The options were initially exercisable at $0.17 per share during
a five year term, and in November 2009 in connection with his appointment to the Company’s Board of Directors, the exercise
price was reduced to $0.05 per share. The options expire five years from the grant date or within two years from the date
the officer resigns or is terminated by the Company, whichever is earlier. The value of the re-priced options is $3,000.



In January 2005, the Board of Directors of the Company approved
a stock option grant to its officers and directors pursuant to the 2003 Stock Option Plan. Each officer and director received a
stock option of 300,000 shares of common stock of the Company. The exercise price is $0.10 per share. The options expire five years
from the grant date. The aggregate options issued under this grant total 1,800,000. These options replace the options granted under
the 2003 Stock Option Plan of the Company which had expired. On May 8, 2008, the Board of Directors’ voted to change the
expiration of the stated options to the earlier of; five years from the date of grant or two years from the date the director or
consultant resigns or is terminated by the Company. Options for two former directors totaling 600,000 shares expired in May 2011.



On September 3, 2009, Messrs. Daniel H. Luciano and Gordon L. Scheig
were granted stock options to acquire 300,000 shares of common stock of the Company each at an exercise price of $0.05. One third
of the options vested immediately, one third vest on September 3, 2010, and the remainder vests on September 3, 2011. The options
expire five years from the date of grant (September 3, 2009). The options were granted in connection with their respective appointments
to the Company’s Board of Directors.



On September 28, 2009, Myron Goldstein was granted stock options
to acquire 300,000 shares of common stock of the Company each at an exercise price of $0.05. The term of the options is five years
and all of the options have vested. The options were issued in exchange for services rendered for fiscal 2009 period ended May
31, 2009.



Except as stated above, for the fiscal period ending May 31, 2011,
the Company had no employment agreement, arrangement, or obligations with its officers, and the Company did not have any other
form of compensation payable to its officers or directors, including any stock option plans, stock appreciation rights, or long
term incentive plans.



The officers of the Company are not full time employees. Presently,
the Company does not have a formal conflicts of interest policy governing its officers and directors. In addition, the Company
does not have written employment agreements with any of its officers. Its officers intend to devote sufficient business time and
attention to the affairs of the Company to develop the Company’s business in a prudent and business-like manner. However,
the officers may engage in other businesses related and unrelated to the business of the Company. As a result, the officers of
the Company may have a conflict of interest in allocating their respective time, services, and future resources, and in exercising
independent business judgment with respect to their other businesses and that of the Company.





|OPTION/SAR GRANTS IN LAST FISCAL YEAR
|-------------------------------------
|Name  (a)                            
|Myron Goldstein Chairman and CFO     



CODE OF ETHICS

The Company has adopted a code of ethics. The code of ethics is
attached as Exhibit 14 to the Company’s Form 10-K for the period ended May 31, 2009. The Code applies to its principal executive
officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.



Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.



Security Ownership of Certain Beneficial Owners and Management



The following table sets forth, as of the date of September 2, 2011,
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 as of
such date. 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. Unless otherwise indicated, the beneficial owner has sole voting and investment power. The following
information is based upon 19,345,044 shares of common stock of the Company which are issued and outstanding as of August 24, 2009.
Except as otherwise noted, the address for each party is 4058 Histead Way, Evergreen, Colorado80439,
the address of the Company.





Name and Amount and

Address of Nature of

Beneficial Beneficial Percent

Title of
Class Owner Owner(1) of Class

Common Myron Goldstein(2)		 1,171,000	5.9%



Common James Duff(3)		 750,000	3.7%



Common Brian G. Russell(4)		 350,000	1.7%



Common Steven Davis(5)		 540,000	2.7%



Common Gordon Scheig(6)		 300,000	1.5%



Common Daniel H. Luciano(7)		 300,000	1.5%



Common Jack Wagenti(8)		2,702,892	14.0%



Common Jonathan Downs(9)	1,400,000	7.2%



Common Emanuel Ploumis(10)	1,500,000	7.8%



Common Electrum Resources, LLC.(11)	2,000,000	10.3%



Officers and

Directors as a group

Common	(6 persons)(8)	3,411,000	15.6%

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

(1). “Beneficial ownership" means having or sharing,
directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which
includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial
ownership includes shares underlying options or warrants to purchase common stock, or other securitiesconvertible into
commonstock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days.
Unless otherwise indicated, the beneficial owner has sole voting and investment power.

(2). Mr. Goldstein is Chairman, and Chief Financial
Officer of the Company. The amount includes 571,000 shares of common stock held by such officer, 300,000 stock options granted
under the 2003 Stock Option Plan, and 300,000 stock options granted in September 2009. Both option grants are exercisable at $0.05
per share and expire September 28, 2014.

(3). Mr. Duff is a Director of the Company.
The amount includes 250,000 shares of common stock and stock options to acquire 500,000 shares of common stock held by such director,
of which 300,000 stock options granted under the 2003 Stock Option Plan.

(4). Mr. Russell is a Director of the Company.
The amount includes 300,000 stock options granted under the 2003 Stock Option Plan.

(5). Mr. Davis is President, Chief Executive
Officer and Director of the Company. The amount represents 300,000 stock options granted under the 2003 Stock Option Plan and 240,000
stock warrants.

(6). Mr. Scheig is a Director of the Company.
The amount represents stock options granted to the Director.

(7). Mr. Luciano is a Director of the Company.
The amounts represents stock options granted to the Director.

(8). The address for Mr. Wagenti is 6004 Tealside
Court, Lithia Florida 33547. The amount includes 500,000 shares of common stock held individually by Mr. Wagenti and 2,202,892
shares of common stock held by Mr. Wagenti’s spouse.

(9). Mr. Downs’ address is 27 Bush Road,
Denville, New Jersey 07834.

(10). Mr. Ploumis’ address is 242 Top
Hill Road, West Chester, Pennsylvania 19383.

(11) The address for Electrum Resources, LLC is 65 Front Street,
Hamilton, Bermuda. The Principal Officer of Electrum is Emma Walls.



Item 12 Certain Relationships and Related
Transactions.

On December 23, 2003, the Board of Directors also granted individual
stock options to the Company’s Chairman and a consultant, who was the former President of the Company, to acquire 500,000
and 250,000 shares of common stock respectively by such parties. The option exercise price is $0.0001 per share. The option term
is five years. The options were exercised during January 2004.



In January 2005, the Board of Directors of the Company approved
a stock option grant to its officers and directors. Each officer and director received a stock option of 300,000 shares of common
stock of the Company. The exercise price is $0.10 per share. The options expire five years from the grant date. The aggregate options
issued under this grant total 1,800,000. These options replace the options granted under the 2003 Stock Option Plan of the Company
which had expired. On May 8, 2008, the Board of Directors’ voted to change the expiration of the stated options to the earlier
of; five years from the date of grant or two years from the date the director or consultant resigns or is terminated by the Company.
In September 2009, the term of the options held by the current directors was extended to September 28, 2014 and the exercise price
for all options was reduced to $0.05.



In June 2003, the Company entered into a consulting
agreement with Mr. James Duff. On April 10, 2004, Mr. Duff was appointed President and Chief Executive Officer of the Company.
Pursuant to the agreement, the Company paid Mr. Duff a minimum of $1,400 per month for 20 hours per month. Additional time was
billed at the rate of $50 per hour. The agreement was on a month to month basis and expired on September 6, 2005, when Mr. Duff
resigned in his officer capacities from the Company. As of the date of resignation, the Company owed the former officer
the sum of $35,315 under the agreement. The outstanding amount was paid in December 2005 in the form of $5,000 cash and a stock
warrant to acquire 200,000 shares of Company common stock. The warrants expire December 22, 2010 and are exercisable at $0.01 per
share.



During fiscal year ended May 31, 2005, three
individuals, who were officers and/or directors of the Company, and affiliate of a director purchased 779,000 shares of common
stock at a price per share of $0.07 pursuant to a private placement of 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”) pursuant to which Electrum agreed to conduct drilling operations on the Company’s
Bruner mining claims and would earn certain rights to the mining claims. In connection with the transaction, Electrum also purchased
in a private placement transaction 2,000,000 shares of the Company’s common stock for an aggregate purchase price of $200,000.
The Company also issued to Electrum two stock purchase warrants each to acquire 1,000,000 shares of the Company’s common
stock at an exercise price of $0.20 per share. The two warrants expire 2 and 4 years from the closing date, respectively, except
that, if Electrum forfeits its rights under the Agreement and Joint Venture, the warrants automatically expire. Electrum has terminated
the joint venture and the warrants have expired unexercsied.



On September 3, 2009, Messrs. Daniel H. Luciano and Gordon L. Scheig
were granted stock options to acquire 300,000 shares of common stock of the Company each at an exercise price of $0.05. One third
of the options vested immediately, one third vest on September 3, 2010, and the remainder vests on September 3, 2011. The options
expire five years from the date of grant (September 3, 2009). The options were granted in connection with their respective appointments
to the Company’s Board of Directors.



On September 28, 2009, Myron Goldstein was granted stock options
to acquire 300,000 shares of common stock of the Company each at an exercise price of $0.05. The term of the options is five years
and all of the options have vested. The options were issued in exchange for services rendered for the fiscal 2009 period.





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

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



Number Exhibit

3.1 Certificate of Incorporation of Company
filed with the Secretary of State of Delaware on January 13, 1998. (Filed as an Exhibit to the Company's Form 10-SB filed November
8, 1999)

3.2 Copy of the by-laws of the Company. (Filed
as an Exhibit to the Company's Form 10-SB filed November 8, 1999)

3.3 Specimen Stock Certificate. (Filed as an
Exhibit to the Company's Form 10-SB filed November 8, 1999)

10.1 Agreement with Birch Mountain Resources.
(Filed as an Exhibit to the Company's Form 10-QSB filed December 30, 1999)

10.2 Agreement dated April 26, 2002 by and
between the Company and Barry Downs, Robert Carrington and Samuel Nunnemaker. (Filed as an Exhibit to the Company's Form 10-KSB
for the period ended May 31, 2002)

10.3 Agreement between Orcana Resources Inc.
and Miramar Gold Corporation, Nevada Corporations (hereinafter collectively referred to as “Orcana”), and American
International Ventures Inc., a Delaware Corporation dated July 16, 2002. (Filed as an Exhibit to the Company's Form 10-KSB for
the period ended May 31, 2002).

10.4 Agreement dated April 29 by and between
American International Ventures, Inc.; and GetToner.com, Inc.. ("GetToner"), and Dominic Taglialatella and Anthony Lauro.
(Filed as an Exhibit to the Company's Form 10-KSB for the period ended May 31, 2002).

10.5 2003 Stock Option Plan of American International
Ventures, Inc. (Filed as an Exhibit to the Company's Form 10-KSB for the period ended May 31, 2002).

10.16 Securities Purchase Agreement dated as of September 20, 2005
among American International Ventures, Inc. and Electrum Resources LLC. (Filed as an Exhibit to the Company's Form 8-K dated September
29, 2005).

10.17 Investor Rights Agreement dated as of September 20, 2005,
by and 	between American International Ventures, Inc. and Electrum Resources LLC. (Filed as an Exhibit to the Company's Form
8-K dated September 29, 2005)

10.18 Stock Purchase Warrant in favor of Electrum Resources LLC.
(Filed as an Exhibit to the Company's Form 8-K dated September 29, 2005)

10.19 Stock Purchase Warrant in favor of Electrum Resources LLC.
(Filed as an Exhibit to the Company's Form 8-K dated September 29, 2005)

10.10 Exploration and Option to Enter Joint Venture Agreement is
made effective as of September 1, 2005. (Filed as an Exhibit to the Company's Form 8-K dated September 29, 2005).

14. Code of Ethics (filed herewith).

31 – Certification Pursuant To Section
302 Of The Sarbanes-Oxley Act Of 2002. (filed herewith)

32 – Certification Pursuant
To Section 906 Of The Sarbanes-Oxley Act Of 2002.(filed herewith)



(b). Reports on Form 8-K.

None



Item 14. Principal Accountant Fees and Services.



(1). Audit fees for 2010 are estimated at $10,500
and were $10,425 for 2009.

(2) Tax Fees for 2010 are estimated at $375
and were $350 in 2009.

(3) All other fees $0.

2





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



To The Board of Directors

American International Ventures, Inc.



We have audited the accompanying balance sheets of American International
Ventures, Inc. as of May 31, 2011, and 2010, and the related statements of operations, changes in stockholders’ deficit,
and cash flows for the years ended May 31, 2011 and May 31, 2010.  These financial statements are the responsibility of the
Company management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted the audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate under
the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company’s internal control
over financial reporting.  Accordingly we express no such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the 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.  We
believe that the audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to in the first
paragraph present fairly, in all material respects, the financial position of American International Ventures, Inc. as of May 31,
2011, and 2010 and the results of the operations of American International Ventures, Inc. and its cash flows for the two yearly
periods then ended in conformity with U.S. generally accepted accounting principles.





















/s/Jeffrey & Company

Jeffrey & Company

CERTIFIED PUBLIC ACCOUNTANTS

September 7, 2011Wayne, New Jersey





3





AMERICAN INTERNATIONAL VENTURES, INC.

BALANCE SHEET

May 31, 2011

|                                                 |              |              
|------------------------------------------------ | ------------ | -------------
|ASSETS                                          
|                                                 | May 31, 2011 | MMay 31, 2010
|Current Assets                                   |              |              
|Cash                                             | $56,497      | $41,198      
|Total current assets                             | 56,497       | 41,198       
|                                                 |              |              
|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        
|Total other assets                               | -            | 5,397        
|                                                 |              |              
|TOTAL ASSETS                                     | $56,497      | $46,595      
|                                                 |              |              
|Current Liabilities                              |              |              
|Accrued expenses                                 | $5,997       | $12,500      
|Total current liabilities                        | 5,997        | 12,500       
|                                                 |              |              
|Stockholders’ Equity                             |              |              
|Common stock – authorized, 400,000,000 shares of |              |              
|$.00001 par value; issued and outstanding        |              |              
|19,345,044 shares                                | 193          | 193          
|Capital in excess of par value                   | 1,313,465    | 1,293,355    
|Additional paid in capital - options             | 51,056       | 68,929       
|Additional paid in capital - warrants            | 51,315       | 51,315       
|Accumulated deficit                              | (1,365,529)  | (1,379,697)  
|                                                 |              |              
|Total stockholders’ equity                       | 50,500       | 34,095       
|TOTAL LIABILITIES AND                            |              |              
|STOCKHOLDERS’ EQUITY                             | $56,497      | $46,595      









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

1

AMERICAN INTERNATIONAL VENTURES, INC.

STATEMENTS OF OPERATIONS

For the Years Ended May 31, 2011 and 2010







|                                              |                |              
|--------------------------------------------- | -------------- | -------------
|                                              | 2011           | 2010         
|                                              |                |              
|Revenue                                       | $            - | $           -
|                                              |                |              
|Administrative Expenses                       | 25,892         | 43,097       
|Operating loss                                | (25,892 )      | (43,097 )    
|Other Income and Expense:                     |                |              
|Other income                                  | 40,000         | 35,000       
|Interest income                               | 60             | 32           
|Total other income(expense)                   | 40,060         | 35,032       
|                                              |                |              
|Net Income (Loss)                             | $  14,168      | $  (8,065)   
|                                              |                |              
|Net Income (Loss) Per Share – Basic           | $  -           | $  -         
|Net Income (Loss) Per Share – Diluted         | $  -           | $  -         
|                                              |                |              
|Weighted Average Number of Shares Outstanding | 19,345,044     | 19,345,044   
|                                              |                |              

























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

















2

AMERICAN INTERNATIONAL VENTURES, INC.

STATEMENTS OF CHANGES IN STOCKHOLDER’S
EQUITY

For the Years Ended May 31, 2011 and 2010





|                 |              |                                                            |                                                             |                             |         |              |        
|---------------- | ------------ | ---------------------------------------------------------- | ----------------------------------------------------------- | --------------------------- | ------- | ------------ | -------
|                 |              | Additional
        Paid in
        Capital
        Options | Additional
        Paid in
        Capital
        Warrants | Accumulated
        Deficit | Total  
|                 | Common Stock | Capital in
        Excess ofPar Value                     
|Shares           | ParValue    
|Balance,   May   |              |                                                            |                                                             |                             |         |              |        
|31, 2009         | 19,345,044   | $193                                                       | $1,293,355                                                  | $48,262                     | $42,315 | $(1,371,632) | $12,493
|                 |              |                                                            |                                                             |                             |         |              |        
|Net loss for the |              |                                                            |                                                             |                             |         |              |        
|year             |              |                                                            |                                                             |                             |         | (8,065)      | (8,065)
|                 |              |                                                            |                                                             |                             |         |              |        
|Option           |              |                                                            |                                                             |                             |         |              |        
|modifications    |              |                                                            |                                                             |                             |         |              |        
|and grants       |              |                                                            |                                                             | 20,667                      | 9,000   |              | 29,667 
|                 | _________    | ___                                                        | ________                                                    | _____                       | ______  | ________     | ______ 
|Balance, May     |              |                                                            |                                                             |                             |         |              |        
|31, 2010         | 19,345,044   | 193                                                        | 1,293,355                                                   | 68,929                      | 51,315  | (1,379,697)  | 34,095 
|                 |              |                                                            |                                                             |                             |         |              |        
|Net income for   |              |                                                            |                                                             |                             |         |              |        
|the year         |              |                                                            |                                                             |                             |         | 14,168       | 14,168 
|                 |              |                                                            |                                                             |                             |         |              |        
|Transfer value   |              |                                                            |                                                             |                             |         |              |        
|of expired       |              |                                                            |                                                             |                             |         |              |        
|options          |              |                                                            | 20,110                                                      | (20,100)                    |         |              | -      
|                 |              |                                                            |                                                             |                             |         |              |        
|Expense of       |              |                                                            |                                                             |                             |         |              |        
|options          |              |                                                            |                                                             |                             |         |              |        
|vested during    |              |                                                            |                                                             |                             |         |              |        
|the year         |              |                                                            |                                                             | 2,237                       |         |              | 2,237  
|                 | _________    | ___                                                        | ________                                                    | _______                     | ______  | _______      | ______ 
|Balance May      |              |                                                            |                                                             |                             |         |              |        
|31, 2011         | 19,345,044   | $193                                                       | $1,313,465                                                  | $ 51,056                    | $51,315 | $(1,365,529) | $50,500
|                 |              |                                                            |                                                             |                             |         |              |        







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

3

AMERICAN INTERNATIONAL VENTURES, INC.

STATEMENTS OF CASH FLOWS

For the Years Ended May 31,





|                                              |          |          
|--------------------------------------------- | -------- | ---------
|                                              | 2011     | 2010     
|Cash Flows From Operations:                   |          |          
|Net income (loss)                             | $ 14,168 | $ (8,065)
|Adjustments to reconcile net loss to net cash |          |          
|provided by operating activities:             |          |          
|Charges not requiring the outlay of cash:     |          |          
|Impairment of mining rights                   | 5,397    | -        
|Value of equity items issued for services     | 2,237    | 29,667   
|Changes in current assets and liabilities:    |          |          
|(Decrease) increase in accrued expenses       | (6,503)  | 5,512    
|                                              | ______   | _______  
|Net cash provided by operating activities     | 15,299   | 27,114   
|                                              |          |          
|Cash Flows From Investing Activities:         | -        | -        
|                                              |          |          
|Cash Flows From Financing Activities:         | -        | -        
|                                              |          |          
|Net increase in cash                          | 15,299   | 27,114   
|                                              |          |          
|Cash balance, beginning of period             | 41,198   | 14,084   
|                                              | _____    | ______   
|Cash balance, end of period                   | $56,497  | $41,198  















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



4















AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO FINANCIAL STATEMENTS

May 31, 2011





Note 1.	ORGANIZATION AND 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 and was
the successor entity of the merger.  On December 20, 2000, the Company changed its name to American International Ventures,
Inc. (AIV). The Company operates as a shell company seeking a merger partner.



Note 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



a.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.



b.Fair Value of FinancialInstruments



The carrying amounts of the Company’s financial instruments,
which include cash equivalents, and accrued liabilities, approximate their fair values at May 31, 2011.





c.   Loss (Income) Per Share



Basic earnings (loss) per share is computed by dividing the net
income (loss) available to common shareholders for the period by the weighted average number of shares of shares outstanding. During
periods when a net loss has occurred, as was the case in the year ended May 31, 2010, outstanding options and warrants are excluded
from the calculation of diluted loss per share as their inclusion would be anti-dilutive. Outstanding options and warrants are
also not included in the calculation in any period in which the exercise price of such securities exceeds the average fair market
price of Company common stock.



5

AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO FINANCIAL STATEMENTS

May 31, 2011





Note 2.  (continued)





d.   Income Taxes



The Company accounts for income taxes in accordance with current
accounting guidance, 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.



e.   Marketable Securities



Marketable securities, when owned, are classified as available-for-sale
and are carried at fair value.  Unrealized gains and losses on these securities are recognized as direct increases or decreases
in accumulated other comprehensive income.



f.  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.



g.   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.



h.   Advertising Costs



The Company expenses advertising costs when the advertisement occurs.
There was no advertising expense in either the year ended May 31, 2011 or May 31, 2010.



i.    Segment Reporting



The Company is organized in one reporting and accountable segment.









6



AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO FINANCIAL STATEMENTS

May 31, 2011



Note 2.  (continued)



j.    Recognition of Revenue



Revenue will be realized from product sales.  Recognition will
occur upon shipment to customers, and where the following criteria are met:  persuasive evidence of an arrangement exists;
delivery has occurred; the sales price is fixed or determinable; and collectability is reasonably assured.  Additional revenue
from royalties will be recognized when persuasive evidence of an arrangement exits; the amount due is fixed and determinable; and
collectability is reasonably assured.



k.    Stock Based Compensation



The cost of equity instruments issued to non-employees in return
for goods and services is measured by the fair value of the goods or services received or fair value of the equity instruments
issued, whichever is the more readily determinable.  The cost of employee services received in exchange for equity instruments
is based on the grant date fair value of the equity instruments issued.



l.  Options and Warrants Outstanding



Options to purchase capital stock of the Company are valued in accordance
with the provisions of current accounting guidance.  This value is expensed during the periods in which the options are earned.
 Similarly, warrants when issued are valued in accordance with current accounting guidance.



Note 3.	RELATED PARTY TRANSACTIONS



During the year ended May 31, 2010, the exercise price of 300,000
stock options previously issued to the Company President was modified at a cost of $3,000.



During the year ended May 31, 2010, 300,000 warrants were issued
to the Chairman and Chief Financial Officer, at a cost of $3,000, for services rendered during fiscal 2009.



There were no related party transactions during the 2011 fiscal
year.















7



AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO FINANCIAL STATEMENTS

May 31, 2011







Note 4.	EARNINGS PER SHARE



Basic earnings per share is computed by dividing the net income
by the weighted average number of shares outstanding. Diluted earnings per share is computed in a similar manner except that it
reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised
or converted into common stock.



|                                     | 2011            | 2010           
|------------------------------------ | --------------- | ---------------
|                                     |                 |                
|Net income (loss)                    | $        14,168 | $       (8,065)
|                                     |                 |                
|Weighted average shares outstanding: |                 |                
|Basic                                | 19,345,044      | 19,345,044     
|Effect of dilutive securities:       |                 |                
|Warrants to purchase common stock    | 440,000         | -              
|Options to purchase common stock     | -               | -              
|                                     |                 |                
|Diluted shares outstanding           | 19,785,044      | 19,345,044     
|                                     |                 |                
|Earnings (loss) per share            | $0.00           | $(0.00)        



Neither the options nor the warrants were included in the 2010 computation
because their inclusion would be anti-dilutive. The 2011 calculation only reflects those options or warrants for which the exercise
price was less than the average fair market value of the stock.











8

4







AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO FINANCIAL STATEMENTS

May 31, 2011







Note 5.	MINING RIGHTS



In July 2002, the Company acquired by agreement patented mining
claims located in Nevada at a cost of $3,273.  The Company believed these claims contain valuable gold deposits and planned
to exploit them.  However, the Company elected to terminate the option agreement effective December 31, 2006.  The cost
was considered impaired and written off in year ended May 31, 2007.



Effective September 1, 2005, the Company signed an agreement with
Electrum Resource, LLC (“Electrum”) to explore and, if successful, to develop the Bruner Gold Property in Nye County,
Nevada.  The agreement called for Electrum to spend $3,000,000 in exploration expenses over three years and make prescribed
payments to the Company over the initial five-year term of the contract.  During that time Electrum could have elected to
receive a 65% interest in the property, increasing it to 75% if certain conditions were met.  The property would have reverted
to the Company if Electrum did not fulfill its obligations.  However, in January 2007, Electrum elected to terminate the joint
venture and not conduct further exploration activities.



Following the termination of the exploration agreement with Electrum
management decided not to continue efforts to develop the Bruner property.  On April 1, 2009, the Company entered into a Property
Option Agreement with an unaffiliated third party (see Note 6). During the current year, management decided to discontinue development
of its mining interests and, as a result of the decision to cease development efforts, the mining rights were deemed impaired and
written off.









9

5







AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO FINANCIAL STATEMENTS

May 31, 2011







Note 6.	PROPERTY OPTION AGREEMENT



On April 1, 2009, the Company entered into a Property Option Agreement
with Patriot Gold Corporation (“Patriot”) whereby Patriot may acquire an undivided right in the Company’s patented
Bruner claims, subject however to an existing 2% net smelter return in favor of the prior property owners and a 1.5% net smelter
return reserved by the Company.



The option is further subject to the initial payment of $30,000
and subsequent annual payments ranging from $35,000 to $60,000, due on or before April 1 of each year, with a final payment of
$1,185,000 due on or before April 1, 2016, for a total payment amount of $1,500,000.



Patriot also has the right to prepay all of the scheduled option
payments, at which time it will acquire a 100% interest in the property.  It also has the right until thirty days after beginning
mine construction to purchase from the Company a 1 1⁄2% smelting right for $500,000.  During the option period, Patriot
has the right of access to enter upon and take possession of and prospect, explore and develop the property in such manner as Patriot
in its sole discretion may deem advisable, subject to certain conditions.  The option is terminable at any time by Patriot.



Note 7.	STOCK OPTIONS



In January 2005, the Board of Directors approved a stock option
plan under which options to purchase 2,000,000 shares of common stock could be issued to key employees and key consultants as determined
by the Board of Directors.  During 2005, 1,800,000 options to purchase common stock were issued to five directors and a consultant
of the Company, all of which were immediately vested.  Each option allows the recipient to purchase a share at an exercise
price of $.10 per share.  An additional 300,000 options were granted to the Company’s President during the year ended
May 31, 2006 at an exercise price of $.17 per share, all of which have vested.  The value of these options have been expensed
over the respective vesting periods. On January 10, 2007, one of the option recipients resigned and, under the terms of the plan,
his 300,000 options were terminated July 10, 2007.  On May 8, 2008, by virtue of a Board of Directors’ resolution, the
above option grants were amended so that they expire on the earlier of five years from the date of grant or two years from the
date the director or consultant resigns or is terminated by the Company. During the year ended May 31, 2009, two of the directors
resigned and 600,000 options were cancelled on May 29, 2011, in accordance with the terms specified above.









10

6







AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO FINANCIAL STATEMENTS

May 31, 2011



Note 7.	STOCK OPTIONS (continued)



During the year ended May 31, 2010, the Company modified the exercise
price and extended the exercise period for the 1,500,000 options initially issued in 2005 and the 300,000 options previously issued
to the Company president. In addition, 200,000 options were issued to new directors.  These last 200,000 options, which were
issued September 29, 2009, vest in 1/3 increments - immediately, after one year, and after two years.  The $18,000 value of
the modifications were written off in the year ended May 31, 2010. The $5,333 total value of the 200,000 options has been allocated
to the periods benefited. $2,889 was expensed in the year ended May 31, 2010, and $2,237 was expensed in the year ended May 31,
2011.



The fair value of each option grant was estimated on the date of
grant using a Black-Scholes option pricing model.



A summary of the stock option activity for the years ended May 31,
2011 and May 31, 2010 is presented below:



|                                                |              |              |           |          
|----------------------------------------------- | ------------ | ------------ | --------- | ---------
|                                                | 2011         | 2010        
|                                                |              | Weighted     |           | Weighted 
|                                                | Number       | Average      | Number    | Average  
|                                                | of           | Exercised    | of        | Exercised
|                                                | Options      | Price        | Options   | Price    
|Options outstanding at beginning of year        | 2,000,000    | $.05         | 1,800,000 | $.11     
|Effect of modification to reduce exercise price | -            | -            | -         | (.06)    
|Revised exercise price of options               | -            | -            | -         | .05      
|Options granted during the year                 | -            | -            | 200,000   | .05      
|Options cancelled during the year               | (600,000)    | (.05)        | -         | -        
|Options outstanding at end of year              | 1,400,000    | .05          | 2,000,000 | .05      
|                                                |              |              |           |          
|                                                | May 31, 2011 | May 31, 2010
|Weighted average fair value of options modified | $.00         |              | $.01      |          
|Weighted average fair value of options granted  | $.00         | -            | $.03      | -        
|Weighted average remaining life of outstanding  |              |              |           |          
|options – years                                 | 2.36         | -            | 2.65      |          
|                                                |              |              |           |          
|Options exercisable at year end                 | 1,933,333    | $.05         | 1,800,000 | $.05     
|                                                | ________     |              | ________  |          
|Options outstanding at end of year              | 2,000,000    | $.05         | 2,000,000 | $.05     



The assumptions used to value these options were as follow:







|                 |                 
|---------------- | ----------------
|Stock Price      | $.04            
|Exercise Price   | $.05            
|Stock Volatility | 274.65%         
|Risk Free Rate   | 2.23%           
|Expected Life    | 1.3 to 4.8 years
|Dividend Yield   | 0.00%           











































11

7







AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO FINANCIAL STATEMENTS

May 31, 2011





Note 8.	WARRANTS TO PURCHASE COMMON STOCK





The following is a breakdown by exercise price of warrants outstanding
at May 31, 2011.





|               |                           |                   
|-------------- | ------------------------- | ------------------
|               |                           |                   
|               |                           |                   
|Exercise Price | Remaining Life (In Years) | Number of Warrants
|$.01           | 1.5                       | 240,000           
|$.05           | 3.33                      | 900,000           
|$.01           | 4.67                      | 200,000           
|               | Total                     | 1,340,000         





Note 9.	 RENTALS UNDER OPERATING LEASES



The Company was not obligated under any operating leases during
either the year ended May 31, 2011 or the year ended May 31, 2010.

































12

8





AMERICAN INTERNATIONAL
VENTURES, INC.

NOTES TO FINANCIAL STATEMENTS

May 31, 2011



Note 10.	INCOME TAXES



The Company has experienced losses during most years 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, 2011, NOL carryforwards were available to the Company as follows:  the Federal amount
was $1,310,470; the state amount was $580,120.  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 Ended
        May 31, | Amount  
|                           |         
|2012                       | $177,370
|2019                       | 82,978  
|2020                       | 28,123  
|2021                       | 126,656 
|2022                       | 137,570 
|2023                       | 81,419  
|2024                       | 96,234  
|2025                       | 219,739 
|2026                       | 162,910 
|2027                       | 60,839  
|2028                       | 32,333  
|2030                       | 8,065   



Under current accounting guidance, 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 using statutory rates, as presented below.  There is no difference between book losses and tax losses.  The valuation
reserve decreased by $2,125 during the year ended May 31, 2011.



Total

Deferred Tax Assets	$  196,571

Realization Allowance              
   (196,571)

Balance Recognized	$
-

13

9







AMERICAN INTERNATIONAL VENTURES, INC.

NOTES TO FINANCIAL STATEMENTS

May 31, 2011





Note 11.	SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION



There was no cash paid for interest or income taxes in either of
the years ended May 31, 2011 or May 31, 2010.



The following noncash financing activity occurred during the year
ended May 31, 2010:



During the quarter ended November 30, 2009, the Company modified
the exercise price and extended the exercise period for 1,800,000 options, issued a combination of warrants and options to new
directors, and issued 300,000 warrants for services, at a total cost of $29,667.



Some of the options granted to new directors vested over two years,
resulting in $2,237 in expense for the year ended May 31, 2011.



Note 12.	ADMINISTRATIVE EXPENSES



Included within Administrative Expenses are the following:



Years Ended May 31,



2011   	     2010

Professional fees	$  16,149	$  12,280



Expense of equity items issued

for services
2,237     29,667



Impairment expense	      5,397                   -



Other expenses	  2,109 
1,150

Total administrative expenses	$25,892	$
43,097



Note 13.	RECENT ACCOUNTING PRONOUNCEMENTS



The Company does not anticipate the adoption of recently issued
accounting pronouncements to have a significant effect on the Company’s results of operations, financial position, or cash
flows.



14



AIV MAY 2011 FS/Y





10







SIGNATURES





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: September 11, 2011 By: /s/ Myron Goldstein

Myron Goldstein

Chairman and Principal Financial Officer



/s/ Steven Davis

Steven Davis

President and

Principal Executive Officer



In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





/s/ Myron Goldstein

Myron Goldstein Date: September 9, 2011

Chairman/Director



/s/ Brian Russell

Brian Russell Date: September 9, 2011

Director



/s/ James K. Duff

James K. Duff Date: September 9, 2011

Director



/s/ Daniel H. Luciano

Daniel H. Luciano Date: September 12, 2011

Director



/s/ Gordon Scheig

Gordon Scheig Date: September 10, 2010

Director



1
“Mineralized material” is gold bearing material that has been physically delineated by
one or more of a number of methods including drilling, underground work, surface trenching and other types of sampling. This material
has been found to contain a sufficient amount of mineralization of an average grade of metal or metals to have economic potential
that warrants further exploration evaluation. While this material is not currently or may never be classified as reserves, it is
reported as mineralized material only if the potential exists for reclassification into the reserves category. This material cannot
be classified in the reserves category until final technical, economic and legal factors have been determined. Under the United
States Securities and Exchange Commission’s standards, a mineral deposit does not qualify as a reserve unless the recoveries
from the deposit are expected to be sufficient to recover total cash and non-cash costs for the mine and related facilities and
make a profit.