UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No 1. to 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, 2009  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, Colorado 80439 -------------------------------------------- (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]   1     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 August 24, 2009, the aggregate market value of the voting and non-voting common equity held by non-affiliates is approximately $939,003. This calculation is based upon the average of the bid price of $0.035 and asked price of $0.05 of the common stock on August 24, 2009.  The number of shares outstanding of the registrant's class of common stock on August 24, 2009 was 19,345,044 shares.  EXPLANATORY NOTE The Company filed its Form 10-K for the annual period ended May 31, 2009 with the Securities and Exchange Commission on September 11, 2009 (Form 10-K). This Amendment No 1 to the Form 10-K is filed in response to a comment letter received by us from the staff of the Securities and Exchange Commission dated November 19, 2009. This Amendment No. 1 amends and restates Item 9A. Controls and Procedures of the original filing.  Except to the extent expressly set forth herein, this amended Form 10-K speaks as of the filing date of the original Form 10-K and has not been updated to reflect events occurring subsequent to the original filing date other than those required to reflect the effects of the comments received by the Staff. Accordingly, this amended Form 10-K should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the original Form 10-K, including any amendments to those filings.    2     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  3     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.  Our management assessed the effectiveness of the Companys internal control over financial reporting as of May 31, 2009.  The framework used by management in making that assessment was the criteria set forth in the document entitled  Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of May 31, 2009, the Companys internal control over financial reporting was effective for the purposes for which it is intended.  There were no changes in our internal controls over financial reporting during the fourth quarter of the fiscal year ended May 31, 2009 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.   4     This annual report on Form 10-K for the fiscal year ended May 31, 2009 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   5       6     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: December 22, 2009        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: December 22, 2009 Chairman/Director  /s/ Brian Russell Brian Russell                                        Date: December 22, 2009 Director  /s/ Steven Davis Steven Davis Director                                                Date: December 22, 2009  /s/Daniel H Luciano Daniel H. Luciano                                     Date: December 22, 2009 Director  /s/Gordon L. Scheig Gordon L. Scheig                                       Date: December 22, 2009 Director    7