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

                                  Form 10-KSB/A


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

                     For the Fiscal Year Ended May 31, 2001

                         Commission File Number 0-30368

                      American International Ventures, Inc.

                               Delaware 22-3489463
      ------------------------------- ------------------------------------
      (State or other jurisdiction of (I.R.S. Employer Identification No.)
                         incorporation or organization)


                  260 Garibaldi Avenue, Lodi, New Jersey 07644
          ------------------------------------------------------------
                    (Address of principal executive offices)

                                 (973) 335-4400
              (Registrant's telephone number, including area code)

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

                                      NONE

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

                         Common Stock $.00001 par value
                                 Title of Class

     Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
  1934 during the proceeding 12 months and (2) has been subject to such filing
                       requirements for the past 90 days.

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

    The registrant's revenues for its most recent fiscal year were: $377,745

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

<PAGE>

Disclosure Regarding Forward Looking Statements and 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-KSB 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  may be deemed  "forward  looking
statements" within the meaning of the Securities  Exchange Act of 1934. Although
the  Company  believes  the  expectations  reflected  in  such  forward  looking
statements are  reasonable,  there can be no assurances  that such  expectations
will prove to be correct.  Additional  statements  concerning  important factors
that  could  cause  actual  results  to  differ  materially  from the  Company's
expectations  ("Cautionary  Statements")  are disclosed  below in the Cautionary
Statements  section  and  elsewhere  in this Form  10-KSB.  All written and oral
forward  looking  statements  attributable  to the Company or persons  acting on
behalf of the Company  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-KSB,  the  following
Cautionary  Statements should be considered when evaluating the  forward-looking
statements contained in this Form 10-KSB:

LIMITED ASSETS; ABSENCE OF SIGNIFICANT OPERATING REVENUES, AND NEED FOR
ADDITIONAL CAPITAL.
     As of May 31, 2001, the Company audited financial  statements reflect total
assets of $49, 152, total current liabilities of $422,364, and a working capital
deficit of $338,592. In addition, the financial statements for fiscal year ended
May 31, 2001  reflect  that the Company  recorded  $377,745 in revenues and loss
from operations of $433,802.

     The  business of GetToner  presently  in not  profitable.  The Company will
require  additional  capital  immediately  and  long  term to meet  the  ongoing
operating  requirements  of GetToner.  The immediate need includes funds payroll
and overhead,  as well as funds to expand it marketing plan. The Company intends
on raising the capital  through a private  financing  of debt or equity,  or the
sale of its  assets.  Presently,  the  Company  has no  commitment  for any such
funding.  No  assurances  can be given that the Company  will be  successful  in
obtaining such financing on terms acceptable to the Company or on any terms. The
Company's  inability  to obtain  such  financing  could have a material  adverse
affect on the Company.

                                        2
<PAGE>

     IMMEDIATE  AND FUTURE  MARKETING  STRATEGY.  The  success of  GetToner,  in
addition to other factors, will be dependent upon a successful product marketing
strategy.  This strategy  includes  print and internet  media  advertising  (See
"Business of  GetToner-Sales  and Marketing").  Although  GetToner  believes its
marketing  strategy will result in increased sales,  this strategy is relatively
untested,  and, no  assurances  can be given that this  marketing  strategy will
prove successful. Moreover, in addition to its immediate marketing strategy, the
Company will be required to dedicate significant  resources for future marketing
efforts of GetToner.  If the Company is unsuccessful in these marketing efforts,
it will have a material adverse impact upon the Company.

     SALE OF COMPATIBLE AND REMANUFACTURED PRODUCTS. GetToner's core business is
and will continue to be the sale of  compatible  and  remanufactured  inkjet and
laser  toner  cartridges.  These  cartridges  are  an  alternative  to  original
equipment  manufactured (OEM) products. The business of selling non-OEM products
is subject to certain risks.  OEMs have attempted to protect their businesses by
continually   altering   their  products   and/or   improving  the  quality  and
sophistication  of its  products,  and by taking an  aggressive  position in the
defense of their patents, copyrights, and trademarks. In the event OEMs are able
to  successfully  protect  their  businesses  in the future  through one or more
business  strategies so as to limit or reduce the use of non-OEM products,  such
event or events will have a material  adverse  impact  upon the  business of the
Company.

     RELIANCE UPON  DISTRIBUTORS/VENDORS.  GetToner presently purchases and will
purchase in the future products from a number of distributors or vendors. In the
event its  relationship  with one or more  distributors or vendors is terminated
for any reason,  such event may have a material adverse impact upon the business
of GetToner.

     COMPETITION.  GetToner  faces  competition  from,  major  retailers such as
Staples,  Office Max and Office  Depot,  from other  independent  office  supply
stores,  and from other  e-tailers of office  supplies.  Many of these companies
have greater  resources,  including  financial,  marketing and purchasing,  than
GetToner.  These major retailers sell products  through their retail outlets and
through  their  websites.  It is  conceivable  that one or more of  these  major
retailers could engage in a loss leader or deep  discounted  policy for products
similar  to  GetToner's  core  products.  In  addition,  GetToner  also may face
increased  competition  from the growth of other  e-tailers that have a business
model  identical or similar to that of GetToner.  Finally,  it is likely that if
GetToner business  develops,  for which no assurances can be given, it will face
increased  competition from both existing and new sources. The occurrence of one
or more of the competitive events could have an adverse impact upon GetToner and
its business.

                                        3
<PAGE>

     LACK  OF  PROPRIETARY   PROTECTION.   Although   management  has  developed
GetToner's  business,  which includes certain marketing and pricing  strategies,
the business model itself is not subject to any proprietary protection by law or
otherwise.  Consequently, it is conceivable that GetToner's business model could
be replicated or otherwise  developed by third  parties.  The occurrence of such
event would result in a loss of the competitive advantages of GetToner and could
cause a material adverse impact upon GetToner and its business. In addition, due
to the  non-proprietary  nature of its business,  the valuation of the Company's
business in both the private and public markets could be lessened.

     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.

     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 1. Description of Business

GENERAL.
-------------

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

                                        4
<PAGE>

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

     GetToner is currently a wholly owned subsidiary of the Company. GetToner is
engaged  in  the  business  of  selling  office  supply  products,   principally
disposable  imaging  products  such as  laser  toner,  inkjet,  and  fax  ribbon
cartridges for computer printers, fax machines and copiers.

     Prior to the transaction  with TLM and GetToner,  the Company's  operations
were limited to providing certain consulting services to mining companies. These
services  included,  the  review  of  existing  and  introduction  of new  assay
processes, and the introduction of technical personnel and sources of investment
capital.  In  this  regard,   during  1999,  the  Company  introduced  technical
consultants  to Birch  Mountain that advanced  certain  mining assay  procedures
employed by Birch  Mountain.  In June 1999, the Company  entered into a Finder's
Fee Agreement  with Birch  Mountain  Resources Ltd to evidence  these  services.
Pursuant  to the  agreement,  the  Company may be entitled to receive a total of
500,000  shares of common stock of Birch  Mountain,  of which 350,000  shares to
date has been  received by the Company.  The  remaining  150,000  shares will be
issued to the Company  contingent  upon Birch Mountain  developing a proprietary
assay procedure that meets certain established  standards.  No assurances can be
given that the remaining  150,000  shares of common stock of Birch Mountain will
be issued to the Company.

     Apart from the  operations  of its  subsidiary,  GetToner,  the Company may
explore  the  possibility  of  providing  consulting  services  to other  mining
companies in the future similar to the services  provided to Birch Mountain.  At
this  time,  however,  the  Company  has no  arrangement  with any other  mining
company.

     The Company's offices are located at 260 Garibaldi Avenue, Lodi, New Jersey
07644,  and its phone  number is (973)  335-4400.  The offices of  GetToner  are
located at 3-5 Vose Avenue,  South Orange,  New Jersey 07079,  and its telephone
number is (800) 933-8211, and web site is www.gettoner.com.

                                        5
<PAGE>

BUSINESS OF GETTONER.
-----------------------------------

General.
---------

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

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

                                        6
<PAGE>

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

Product Pricing.
------------------

     GetToner  has  limited  it  product  line to  items  that  can be sold at a
discount to the OEM products  sold by major  retailers  such as Staples,  Office
Max,  and  Office  Depot.   GetToner  generally  sells  its  remanufactured  and
compatible cartridges at discounts ranging from 40% to 70% of OEM prices charged
by these  retailers.  New OEM inkjet  cartridges  generally are competitive with
retail  pricing,  while new OEM laser  cartridges  and  other  imaging  products
generally are 10-15% less than the major  retailers.  Pricing on compatible  fax
ribbons,  inkjet  paper  and  transparencies,  address  labels,  and CD ROMs and
diskettes  generally  is 50% less than OEM prices  charged  by major  retailers.
GetToner's average retail order ranges from $60 to $100.

Sales and Marketing.
------------------------

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

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

                                        7
<PAGE>

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

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

Item 2. Description of Property

     The Company's business office is located at 260 Garibaldi Avenue, Lodi, New
Jersey 907644,  and is provided by the Company's  President on a rent-free basis
under an oral arrangement  between the parties.  Get Toner's offices are located
at 3-5 Vose Avenue, South Orange, New Jersey 07079 and comprise 500 square feet.
The  premises are leased  under an  agreement  that expires  August 31, 2003 and
provides for a monthly  rental of $500.  The Company  believes  that this office
space will sufficient to support the growth for the next 12 months.

                                        8
<PAGE>

Item 3. Legal Proceedings

     None

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

     During the third  quarter of 2001,  the Company  notified its  shareholders
pursuant to an Information  Statement  dated February 9, 2001 of its name change
to  American  Global  Enterprises,  Inc.,  and  subsequent  change  to  American
International Ventures, Inc.

                                     PART II

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

Market Information:

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

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


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

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

                                        9
<PAGE>

Holders

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

Dividends

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

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

Overview
------------

     In March 2001, the Company acquired all the issued and outstanding  capital
stock of TLM Industries,  Inc.  ("TLM").  TLM thereafter  merged with its wholly
owned subsidiary,  GetToner.com,  Inc. ("GetToner"),  pursuant to which GetToner
was the surviving entity. GetToner is currently a wholly owned subsidiary of the
Company,  and is engaged in the  business  of selling  office  supply  products,
principally  disposable  imaging products such as laser toner,  inkjet,  and fax
ribbon cartridges for computer printers, fax machines and copiers.

     Prior to the transaction  with TLM and GetToner,  the Company's  operations
were limited to providing certain consulting services to mining companies. These
services  included,  the  review of  existing  and  introduction  of new,  assay
processes, and the introduction of technical personnel and sources of investment
capital. During 1999, the Company provided consulting services to Birch Mountain
Resources  Ltd., a company  trading on the Canadian  Venture  Exchange  (symbol:
BMD.V)  under  an  arms  length  agreement.  The  Company  introduced  technical
consultants  to Birch  Mountain that advanced  certain  mining assay  procedures
employed  by Birch  Mountain.  Pursuant  to the Birch  Mountain  agreement,  the
Company may be entitled to receive a total of 500,000  shares of common stock of
Birch  Mountain,  of which  350,000  shares  have been  received  to date by the
Company.  The remaining 150,000 shares will be issued to the Company  contingent
upon Birch Mountain  developing a proprietary assay procedure that meets certain
established  standards.  At this time, the Company is uncertain as to whether it
will receive the remaining  150,000 shares of Birch Mountain  common stock.  The
Company may explore the possibility of providing similar consulting  services to
other  mining  companies in the future,  although it has no present  arrangement
with any other  mining  company.  The  Company  expects  that it will be able to
provide  such  services  based upon the  contacts  and limited  expertise of the
Company's Chairman and President.  The Company,  however,  in the performance of
these services may be required to augment its expertise by retaining consultants
from time to time in the  mining  industry.  The  Company  believes  that  these
consultants are readily available in the industry at reasonable rates.

                                       10
<PAGE>

Fiscal year end 2001 compared with Fiscal year end 2000.
---------------------------------------------------------------------
     Revenues for fiscal year ended May 31, 2001 were $377,745 which  represents
a decrease of $11,789 or 3% from revenues of $389,534 for the comparable  period
in 2000.  The  revenues  for  both  periods  reflect  sales  from the  Company's
subsidiary,  GetToner.com. The slight decrease was due to a shift in product mix
and market emphasis.  Prior to 2001, a significant portion of sales was directed
to wholesalers  purchasing  register  tapes,  which produced higher revenues per
sale but carried lower profit margins.  During 2001,  GetToner shifted its sales
emphasis  to retail  customers  purchasing  inkjet  and laser  toner  cartridges
through the Internet and other sales channels,  which produced  smaller revenues
per sale but carry higher profit margins.

     Cost of  sales  for the  2001  period  totaled  $232,518  or 61.6% of total
revenue  contrasted with $304,488 or 78.2% of total revenue for the 2000 period.
The decrease in cost of sales on a percentage basis for the 2001 period reflects
the higher margins  associated with the shift in product mix and market emphasis
described  above.  Gross profit for the 2001 period was $145,227  compared  with
$85,046  for the 2000  period.  The  increase of $60,181 or 70.8%  reflects  the
higher margin sales during 2001.

     Selling and administrative  expenses which consists of marketing  expenses,
salaries,  rent, and other general and administrative expenses were $580,104 for
the 2001 period  contrasted  with  $128,130  for the prior year end period.  The
increase of $451,974 or 353% from the prior period is due to increased  salaries
and related expenses paid to GetToner's two officers, and other costs associated
with the shift in product mix and market emphasis  discussed above.  These costs
include higher  advertising and marketing costs,  salaries and related costs for
four employees hired during 2001, and increased rent for its larger offices. The
amount for 2001 also includes a $63,000 charge which reflects a total of 600,000
shares of common stock of the Company issued to of its President and Chairman as
salary compensation, a portion of which were earned in prior years.

     Operating  loss for the 2001 period was  $434,877  compared  with a loss of
$43,084 for the prior period.  The increase in the operating loss of $391,793 or
909% from the prior  period is due to  principally  to the  higher  selling  and
administrative  expenses as discussed above partially offset by the higher gross
profit  associated  with the new  product  mix and market  described  above.  No
research and  development  costs were incurred in 2001 or 2000,  and there is no
seasonal impact on the Company's sales.

     Rental  income was $18,900 for the 2001 period  compared  with none for the
prior period. During 2001, the Company subleased part of GetToner's office space
to a third party. No such arrangement  existed during 2000. Interest on long and
short term debt totaled $17,329 contrasted with $4,480 for the prior period. The
increase of $12,849 or 287% is due to a significant  increase in credit card and
bank debt which was  incurred  during the period to support  the  operations  of
GetToner.

                                       11
<PAGE>

Liquidity And Capital Resources.

     As of May 31, 2001, the Company's  working capital deficit was $338,592 and
as of May 31, 2000,  the  Company's  working  capital  deficit was $57,990.  The
increase in deficit for 2001 reflects the operational  losses  sustained  during
the year by GetToner.

     During fiscal year 1999 and continuing  through February 2001, prior to the
acquisition of TLM and GetToner,  the Company's  capital  requirements have been
insignificant due to its relatively limited  operations.  During this period its
capital  requirements have been funded principally through the private placement
of its common stock and from loans from the  Company's  President  and Chairman.
During fiscal 2001 and in connection  with the  acquisition  of TLM, the Company
raised $153,500 from the private  placement of 1,800,000  shares of common stock
at prices ranging from $0.06 to $0.10 per unit. Of the shares sold, 650,000 were
sold as units, each of which included a warrant entitling the holder to purchase
an  additional  share at anytime  during the  ensuing  year at a price of $1 per
share.  The proceeds  were used to fund the  operation of GetToner.  In February
2001,  the  Company  and its  Chairman  and  President  each  agreed to  certain
compensation  arrangements  for the  one-year  period  ending May 31,  2001.  In
consideration  for acting as  chairman  and  president  of the  Company for such
period,  the Company issued 300,000 shares of common stock of each such officer.
In addition,  during  February 2001, the Company issued 200,000 shares of common
stock in exchange for  cancellation  of a loan in the amount of $19,035 in favor
of the Company's  Chairman and issued 200,000 shares of common stock in exchange
for  cancellation  of a loan in the amount of $18,129 in favor of the  Company's
President.

     The Company  has  experienced  significant  losses in  connection  with the
operations  of  GetToner.  The Company is  uncertain  as to when it will achieve
profitable  operations.  Until it achieves  profitable  operations,  the Company
intends to finance its ongoing  operations  through the private placement of its
capital stock,  through debt financing,  or though the sale of its assets in the
form of common stock of Birch Mountain  Resources Ltd. The common stock of Birch
Mountain was suspended  from trading by the Canadian  Venture  Exchange in March
2001;  consequently  the Company was unable to liquidate  any shares  during the
remainder of fiscal 2001. At this time, the Company has no  commitments  for any
such  financing.  No assurances can be given that the Company will be successful
in these endeavors.  If the Company is unsuccessful in these endeavors,  it will
have a material  adverse  impact on  Company  and its  ability  to  conduct  its
business in the future. Accordingly,  the Company's financial statements contain
note  disclosures  describing  the  circumstances  that  lead to doubt  over the
ability of the  Company to  continue  as a going  concern.  In his report on the
consolidated financial statements for the year ended May 31, 2001, the Company's
independent  auditor included an explanatory  paragraph regarding its ability to
continue as going concern.

                                       12
<PAGE>

Item 7. Financial Statements

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


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

     On March 1,  2001,  the  Registrant  elected to retain  Robert G.  Jeffrey,
Certified  Public  Accountant,  and dismissed  Gerald  Brignola  CPA., PA as its
independent  auditor.  Heretofore,  Gerald  Brignola  CPA.,  PA had acted as the
Registrant's  independent auditor. The audit reports of Gerald Brignola CPA., PA
on the  consolidated  financial  statements of the  Registrant  for the two most
recent  fiscal  years  ended May 31,  2000 and May 31,  1999 did not  contain an
adverse  opinion or a disclaimer of opinion,  or was qualified or modified as to
uncertainty,  audit  scope,  or  accounting  principles.  The decision to change
accountant firms was recommended by the Registrant's board of directors.

     During the Registrant's two most recent fiscal years ended May 31, 2000 and
May 31, 1999,  and through the subsequent  interim  periods ending March 1, 2001
there were no  disagreements  with the Gerald Brignola CPA., PA on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which disagreement(s),  if not resolved to the satisfaction
of the former accountant,  would have caused it to make reference to the subject
matter of the  disagreement(s)  in  connection  with its report;  nor has Gerald
Brignola CPA., PA ever presented a written report, or otherwise  communicated in
writing  to the  Registrant  or its  board of  directors  the  existence  of any
"disagreement"  or  "reportable  event"  within  the  meaning  of  Item  304  of
Regulation S-B.

                                    PART III


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

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

Dr. Emanuel Ploumis      74        CEO/Director                    1996

Jack Wagenti             64        President/Director              1996

Jonathan E. Downs        25        Secretary/Treasurer             1998

Charles A. Fitzpatrick   53        Director                        1998

Thomas F. August         48        Director                        1998

Dale Truesdell           57        Director                        1998

Dominic Taglialatella    60        Exc. V P/Director               2001

                                       13
<PAGE>

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

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

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

Mr. Jack Wagenti, President/Director.

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

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

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

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

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

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

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

                                       14
<PAGE>

Mr. Jonathan Exter Downs, Secretary/Treasurer.

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

Mr. Dominic Taglialatella, Executive Vice President/Director.

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


Item 11. Executive Compensation

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


Item 12. Security Ownership of Certain Beneficial Owners and Management

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

                                       15
<PAGE>

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


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

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

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

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

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

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

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

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

                                       16
<PAGE>

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

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

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

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



Item 13. Exhibits and Reports on Form 8-K

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

Number     Exhibit

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

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

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

  Reports on Form 8-K

     On March 8, 2001, the Company filed a Form 8-K, as amended under Form 8-K/A
on March 22, 2001, to reflect the change of auditors.

     On March 19,  2001,  the Company  filed a Form 8-K,  as amended  under Form
8-K/A on May 23, 2001, to reflect a change in control of registrant.

                                       17
<PAGE>




                                   SIGNATURE


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


                                American International Ventures, Inc.


Date: March 19, 2002   By:     ------------------
                                Jack Wagenti
                                President



                                       18

<PAGE>













              AMERICAN INTERNATIONAL VENTURES, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  May 31, 2001























<PAGE>



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









                                    CONTENTS




                                                                     PAGE

Independent Auditor's Report                                           1

Consolidated Balance Sheet                                             4

Consolidated Statements of Operations                                  5

Consolidated Statements of Changes in Stockholders' Deficit            6

Consolidated Statements of Cash Flows                                  7

Notes To Consolidated Financial Statements                             8





<PAGE>



                          INDEPENDENT AUDITOR'S REPORT



To The Board of Directors
American International Ventures, Inc.

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

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

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

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

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


                                                     ROBERT G. JEFFREY




September 20, 2001
Wayne, New Jersey



<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Stockholders and Board of Directors
American Precious Metals, Inc.
260 Garibaldi Avenue
Lodi, NJ 07644

Gentlemen and Madames:

     We have audited the  accompanying  comparative  balance  sheets of American
Precious  Metals  as of May  31,  2000  and  1999  and the  related  comparative
statements of operations and accumulated  deficit,  and cash flows for the years
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
misstatement.  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 our audit provides a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial  position as of May 31, 2000 and 1999,
and the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial statements,  the Company has suffered recurring losses from operations
and,  as of May 31,  2000 has a net capital  deficiency  that raise  substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to these matters are also  described in Note 4. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

     Our audits were made to form an opinion on the basic  financial  statements
taken as a whole.  The  supplemental  schedules to the financial  statements are
presented to comply with rules and regulations under the Securities and Exchange
Act of  1934  and are not  otherwise  a  required  part of the  basic  financial
statements.  The supplementary schedule of changes in stockholder's  deficiency,
the  supplementary  schedule of  operations  and  accumulated  deficit,  and the
supplementary  schedule of cash flows are  presented  for purposes of additional
analysis and are not a required  part of the basic  financial  statements.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.



GERALD BRIGNOLA, CPA, PA
August 17, 2000
Hackensack, NJ


<PAGE>

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

                                     ASSETS

Current Assets
         Cash                                                 $      3,811
         Accounts receivable, less allowance for
             doubtful accounts                                      13,145
         Inventory                                                   3,178
         Prepaid expense                                               150
                                                              -------------
                  Total current assets                              20,284

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

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

             TOTAL ASSETS                                     $     49,152
                                                              =============
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

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

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

Stockholders' Deficit
         Common stock - authorized, 50,000,000
             shares of $.00001par value; issued and
             outstanding, 14,445,544 shares                           144
         Capital in excess of par value                           599,043
         Accumulated deficit                                     (972,399)
                  Total stockholders' deficit                    (373,212)
                                                             -------------
             TOTAL LIABILITIES AND
                 STOCKHOLDERS' DEFICIT                       $     49,152
                                                             =============
   The accompanying notes are an integral part of these financial statements.

                                       -4-
<PAGE>

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



                                                 2001                    2000
                                              ----------              ----------
Net Sales                                     $ 377,745               $ 389,534

Cost of Goods Sold                              232,518                 304,488
                                              ----------              ----------
         Gross Profit                           145,227                  85,046

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

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



















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

                                       -5-
<PAGE>

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


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

Additional shares issued               5,000               5               (5)

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

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

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

Adjustment                                            (6,858)           6,858                                          -

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

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

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

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

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

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













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

                                       -6-
<PAGE>

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

                                                                           2001            2000
                                                                      ----------       ---------
<S>                                                                   <C>              <C>
Cash Flows From Operations:
    Net loss                                                           $(433,802)       $(47,564)
    Adjustments to reconcile net loss to net cash
        (consumed) provided by operating activities:
         Depreciation and amortization                                     6,352           1,535
         Value of capital stock issued for services                       64,835              -
         Changes in current assets and liabilities:
             Increase in accounts payable and
                 accrued liabilities                                      71,214          39,053
             Increase in payroll and sales taxes payable                  61,260           1,000
             Decrease in accounts receivable                              15,493          11,493
             Decrease (increase) in inventory                              9,712          (2,390)
             Increase in liability for security deposit                    1,800              -
             (Increase) decrease in security deposits                     (3,710)            675
             Increase in prepaid expense                                     (50)           (100)
                                                                       ----------       ---------
                       Net cash (consumed) provided by operating
                        activities                                      (206,894)          3,702

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

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

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

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

                                       -7-
<PAGE>

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



Note 1.           ORGANIZATION & BUSINESS

Organization
     The Company was formed January 13, 1998 as American Precious Metals,  Inc..
On March 16, 1998,  it merged with Lucky Seven Gold Mines,  Inc., a  corporation
which had operated  since 1984 and was the  successor  entity of the merger.  On
December  20,  2000,  the Company  changed  its name to  American  International
Ventures,  Inc. (AIV). On March 15, 2001, the Company acquired all of the issued
and  outstanding  capital  stock of the  parent  company of  GetToner.com,  Inc.
(GetToner)  in exchange  for  3,225,000  shares of common  stock of the Company.
GetToner, along with predecessors,  has been in the business of marketing office
supplies since 1997. For financial accounting purposes, the merger with GetToner
has been accounted for as a pooling of interests, as explain in Note 3.

Business
     GetToner,  the Company's wholly owned subsidiary,  markets and sells office
supplies,  principally  imaging  products such as laser toner,  inkjet,  and fax
ribbon  cartridges  for computer  printers,  fax  machines,  and copiers.  These
products  are sold at  discounted  prices  to  major  office  supply  retailers.
GetToner  conducts  its  business   principally  through  the  Internet  at  its
GetToner.com website. Since the principal source of the sales of GetToner is its
website, it is not limited geographically.

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


Note 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a. Consolidated Statements

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







                                       -8-
<PAGE>

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



Note 2 (continued)

     b. Cash

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


     c. Fair Value of Financial Instruments

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

     d. Losses Per Share

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

     e. Income Taxes

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

     f. Inventory

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


                                       -9-
<PAGE>

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



Note 2 (continued)

     g. Fixed Assets

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

     h. Use of Estimates

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

     i. Advertising Costs

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

     j. Segment Reporting

        The Company has organized its business into two segments:  exploitation
        of precious metals; and sales of office supply  products.  The  precious
        metals segment intends using environmentally safe methods of process,
        and it intends to introduce mining companies for possible  acquisition,
        joint venture and financing.  The  principal products sold by the office
        supplies segment are disposable imaging products such  as  laser  toner,
        inkjet  and  fax  ribbon cartridges for computer printers, fax machines
        and copiers.

        The segments' accounting policies are the same as those described in the
        summary of significant accounting policies.  The Company evaluates
        performance based on profit and loss from operations before income
        taxes,  not including nonrecurring gains and losses. There are no
        intersegment sales.

        The Company's reportable business segments are discrete business units
        that offer  different  products and  services.  Each  segment is managed
        separately because each requires different technologies and each markets
        to distinct classes of customers.

                                      -10-
<PAGE>

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


Note 2 (continued)


     k. Recognition of Revenue

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

     l. Common Stock

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

Note 3.  POOLING OF INTERESTS

     On March 15, 2001, the Company acquired all of the outstanding stock of the
parent  company of GetToner.  In this  exchange,  the Company  issued  3,225,000
shares of its common  stock,  and the  chairman of GetToner was named an officer
and director of the Company. This business combination has been accounted for as
a  pooling  of  interests,   with  all  significant  intercompany  balances  and
transactions eliminated in consolidation.

     As a result of the  combination of companies,  GetToner  changed its fiscal
year to conform  to the May 31 year of the  Company.  There were no  adjustments
that resulted from this change,  and no changes in the  accounting  practices of
either company.

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


                              2001                           2000
                      AIV            GetToner          AIV          GetToner
                  -----------------------------------------------------------
         Revenue  $       -         $ 377,745        $     -        $389,534
         Net loss   (126,656)        (307,146)        (29,537)       (18,027)











                                      -11-
<PAGE>

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


Note 4.  SEGMENT REPORTING

     Segment information is presented below for:

                             Year Ended May 31, 2001

                                        Office         Precious
                                        Supplies       Metals             Total
                                        ---------      ---------        --------
Sales to External Customers             $377,745       $     -         $377,745

Intersegment Revenue                          -              -               -

Rental Income                             18,900             -           18,900

Interest Expense                          17,329             -           17,329

Depreciation and Amortization              4,038          2,314           6,352

Segment Loss                             307,147        126,655         433,802

Other Significant Noncash Items:
    Shares of common stock issued
        for services                       2,000         62,835          64,835
    Shares of common stock issued
        in exchange for cancellation
        of debt                                          37,165          37,165

Segment Assets                            37,879         11,273          49,152














                                      -12-
<PAGE>

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



Note 4 (continued)


                             Year Ended May 31, 2000


                                        Office         Precious
                                        Supplies       Metals             Total
                                        ---------      ---------       ---------
Sales to External Customers             $389,534       $      -        $389,534

Intersegment Revenue                          -               -              -

Rental Income                                 -               -              -

Interest Expense                           4,480              -           4,480

Depreciation and Amortization                 -            1,535          1,535

Segment Loss                              18,027          29,537         47,564

Segment Assets                            37,475           9,817         47,292


Note 5.  GOING CONCERN UNCERTAINTY

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming  that the Company  will  continue as a going  concern.  As shown in the
consolidated  financial  statements,  the Company had a material working capital
deficiency  and an  accumulated  deficit at May 31, 2001.  These  factors  raise
substantial  doubt  about the  ability  of the  Company to  continue  as a going
concern.  The  consolidated  financial  statements  do not  include  adjustments
relating to the  recoverability of assets and classification of liabilities that
might be necessary should the Company be unable to continue in operation.

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






                                      -13-
<PAGE>

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



Note 6.  RELATED PARTY TRANSACTIONS

     In connection  with the  incorporation  of GetToner,  on June 5, 2000,  the
chairman and president of GetToner each  received  135,000  shares of the common
stock of  GetToner  and  100,000  shares of the 10%  voting  preferred  stock of
GetToner in return for  services.  These shares were among the shares  exchanged
for  3,225,000  shares of common  stock of the  Company in  connection  with the
GetToner  combination.  Each party received  1,582,500  shares of the Company in
this transaction.

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

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

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

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


Note 7.  PRIVATE PLACEMENT OFFERINGS

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

     Of the shares sold during the year ended May 31, 2001, 650,000 were sold as
units,  each of which  included a warrant  entitling  the holder to  purchase an
additional share at anytime during the ensuing year at a price of $1 per share.


                                      -14-
<PAGE>

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



Note 8.  LOSS PER SHARE

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

                             Year Ended May 31, 2001

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



                             Year Ended May 31, 2000

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


Note 9.  NOTES PAYABLE

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















                                      -15-
<PAGE>

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



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

     Maturities of long-term debt are as follows:

                   Years Ended May 31,                 Amount

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



                                      -16-
<PAGE>

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



Note 10. RENTALS UNDER OPERATING LEASES

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

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

                           YEAR ENDED
                           MAY 31,                  AMOUNT
                           ----------             ---------
                            2002                  $  32,609
                            2003                     18,295
                            2004                      4,043
                                                  ---------
                                                  $  54,947
                                                  =========

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

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
















                                      -17-
<PAGE>

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



Note 11. INCOME TAXES

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

                Year                        Year
                Ended                       Ended
                May 31,       AIV          December 31,   GetToner
                -------     --------       ------------   --------
                 2011       $103,552
                 2012        177,370
                 2019         82,978
                 2020         28,123         2020         $148,453
                 2021        126,656         2021          329,027

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

                                   Current          Non-current          Total
                                   -------          -----------        --------
     Deferred Tax Assets           $68,352          $81,071            $149,423
     Realization Allowance          68,352           81,071             149,423
                                   -------          -----------        --------
      Balance Recognized           $    -           $    -             $     -
                                   =======          ===========        ========











                                      -18-
<PAGE>

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



Note 12.          SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

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

                                              2001              2000
                                            -------            ------
                  Interest                  $13,520            $2,760
                  Income taxes                  100               200

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

     a. Shares of common stock were issued during the year ended May 31, 2001 in
        exchange for the stock of GetToner; these totaled 3,225,000 shares.
     b. Shares of common  stock were issued for  services  during the 2001 year;
        these totaled 628,000 shares.
     c. Shares of common stock were issued  during the 2001 year in exchange for
        cancellation of $37,165 of debt; these totaled 372,000 shares.




Note 13. OTHER MATTERS

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


                                      -19-

<PAGE>