Exhibit 31.1

**CERTIFICATION PURSUANT TO SECTION 302**

**OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Steven Davis, certify that:

 

1. I have reviewed this annual reporton Form 10-K of American International Ventures, Inc.; forthe period ended May 31, 2011;

 

2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to the period covered by this report;

 

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

4. The registrant's other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e)and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f))for the registrant and have:

(a) Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b) Designed such internal control over financialreporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant'sdisclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change inthe registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (theregistrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s)and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditorsand the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and materialweaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affectthe registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

Date: September 9, 2011

 

 

 

/s/ Steven Davis

Steven Davis

Chief Executive Officer

EXHIBIT 31.2

**CERTIFICATION PURSUANT TO SECTION 302**

**OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Myron Goldstein, certify that:

 

 

1. I have reviewed this annual reporton Form 10-K of American International Ventures, Inc.; forthe period ended May 31, 2011;

 

2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to the period covered by this report;

 

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

4. The registrant's other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e)and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f))for the registrant and have:

(a) Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b) Designed such internal control over financialreporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant'sdisclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change inthe registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (theregistrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s)and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditorsand the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and materialweaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affectthe registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: September 9, 2011

 

 

/s/ Myron Goldstein

Myron Goldstein

Principal Financial Officer