Edgar Filing: AMERICAN INTERNATIONAL VENTURES INC /DE/

American International Ventures, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


x		Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended May 31, 2013

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to

Commission File Number 000-30368

AMERICAN INTERNATIONAL VENTURES, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware		22-3489463
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.

15122 Tealrise Way, Lithia, Florida 33547

(Address of Principal Executive Offices) (Zip Code)

813-260-2866

(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

Indicate by check mark if the registrant is a well known seasoned issuer. ¨ Yes 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) ¨ Yes x 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). ¨ Yes x No

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). ¨ Yes x No

The registrant had no revenue for year ended May 31, 2013. As of November 30, 2012, the aggregate market value of the voting and non-voting common equity held by non-affiliates is approximately $24,300,000. This calculation is based upon the last trade of $ 0.30 of the common stock on November 30, 2012. The number of shares outstanding of the registrant's class of common stock on September 10, 2013 was 204,970,044 shares.

AMERICAN INTERNATIONAL VENTURES, INC.

FORM 10-K

For the Fiscal Year Ended May 31, 2013

Table of Contents

PART I

Item 1. Business

Item 1A. Risk Factors.

Item 1B. Unresolved Staff Comments

Item 2. Properties.

Item 3. Legal Proceedings.

Item 4. Mine Safety Disclosures.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 6. Selected Financial Data.

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

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

Item 8. Financial Statements

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

Item 9A. Controls and Procedures

Item 9B. Other Information.

PART III

Item 10. Directors. Executive Officers. Promoters and Control Persons.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Party Transactions.

Item 14. Principal Accounting Fees and Services.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

PART I

Item 1. Business

Except as otherwise indicated by the context, references in this Annual Report on Form 10-K to “we,” “us” and “our” are to the consolidated business of the Registrant and PGPI.

We conduct our operations in Lithia, Florida, from an office in the home of our chief executive officer and we intend to open an office in Ensenada, Mexico. The present office is occupied at no charge to us. There is no rental agreement for the use of this office. If rent were charged for this space, the amount would be insignificant.

Background.

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

Prior Business Activities.

During 2002, we developed a plan of operations to seek, identify and, if successful, acquire a portfolio of undervalued or sub-economic but prospective mineral properties in the United States, principally gold properties that could be enhanced by performing limited exploratory work on the property. We would then attempt to identify a joint venture partner to further develop the property or otherwise sell the property to an industry participant.

Pursuant to our then business plan, we acquired twenty eight (28) patented mining claims on the Bruner property located in Nye County, Nevada.

In September 2005, we completed an Exploration and Option to Enter Joint Venture Agreement with Electrum Resources LLC relating to the Bruner property, which agreement was terminated in January 2007. In April 2009, we completed a Property Option Agreement with Patriot Gold Corp., an unaffiliated third party, in which we granted an exclusive option to the Bruner Property (the “Bruner Option”), for eight annual payments totaling $315,000.00 and a balloon payment due to us in April 2016, in the amount of $1,185,000. In addition, we retained a 1.5% net smelter reserve (“NSR”) wherein Patriot Gold has the option to purchase 1% of the NSR for an additional $500,000. Patriot Gold has $55,000 due April 1, 2014, $60,000 due April 1, 2015 and $1,185,000 due April 1, 2016.

Then, we determined to expand our business purpose to seek other business opportunities to review and analyze for purposes of effecting a merger, acquisition or other business combination with an operating company business.

In October 2007, we amended our Certificate of Incorporation to increase our authorized shares of common stock from 50,000,000 shares to 400,000,000 shares.

Share Exchange with Placer Gold Prospecting, Inc.

Other Business Activity.

As reported in our Form 8-K filed October 22, 2012 AIVN has terminated its relationship with Tucker White as President of the Company.

As reported in our Form 8-K filed February 8, 2013, effective January 23, 2013, the Company executed a lease agreement to conduct mining operations and other related activities at Section 20-00-00.00 Plot Number 29Z-0-P-1 at Ejido 18 de Marzo, in the City of Ensenada, Baja California, Mexico.

As reported in our Form 8-K filed March 15, 2013, effective March 13, 2013, AIVN executed a lease agreement to conduct mining operations and other related activities on approximately 24 hectors, at the plot number 28 Northwest of Ejido 18 de Marzo, in the city of Ensenada, Baja California, Mexico. Effective March 7, 2013, AIVN incorporated a variable capital corporation in the city of Tijuana, Baja California, Mexico, by the name of AIVN de Mexico the registrant’s treating said incorporation of AIVN de Mexico as a subsidiary. The primary purpose of said creation of AIVN de Mexico shall be to conduct mining operations and other related activities. We began mining operations on our pilot plant in May 2013.

As reported on our Form 8-K filed on April 24, 2013, effective March 23, 2012, our Board of Directors approved and recommended that the company’s 2012 Stock Option Plan and the proposed action be submitted to a vote of its shareholders. The record date established by the Board of Directors was October 22, 2012. A majority of stockholders approved the 2012 Stock Option Plan on November 9, 2012.

Description of Placer Gold Prospecting, Inc.’s Business

For purposes of this section entitled “Description of Placer Gold Prospecting, Inc.’s Business” only, all references to “we,” “us,” or “our” or “PGPI” refers to PGPI prior to the effectiveness of the Share Exchange.

On January 25, 2012, PGPI was incorporated in the State of Florida, for the purpose of mining exploration. It has acquired mining claims for approximately 4,050 acres of land, primarily in Nevada, with the intent of reactivating the historical mines that produced gold and silver until shut down in 1942 because of World War II. There is no guarantee that such properties will produce gold or silver in the future or that these properties may have already been depleted, as they were previously mined.

At this time, our primary focus is on gold and silver properties. Gold and silver properties are wasting assets. They eventually become depleted or uneconomical to continue mining. Currently, we have not produced any gold or silver from our properties. We are in the exploration stage and potential investors should be aware of the difficulties normally encountered by enterprises in the exploration stage. Our ability to become and remain profitable over the long term depends on our ability to finalize the design, permit, development and profitable extraction and recovery of mineral resources beyond our current planned mine life. If our ability to expand the operations beyond their current planned mined lives doesn’t occur we may seek to acquire other precious and base metals properties beyond our current properties. The acquisition of precious and base metals properties and their exploration and development are subject to intense competition. Companies with greater financial resources, larger staff, more experience and more equipment for exploration and development may be in a better position than us to compete for such mineral properties.

Below is a list of the claims which PGPI acquired prior to March 23, 2012, the date of reverse acquisition.


Name of Claim	Acres	Date Acquired
El Tule	3,070.00	March 14, 2012
Capatola	55.50	March 8, 2012
Indian Mine	122.00	March 14, 2012
Gypsy Mine	160.00	February 18, 2012

Stud Horse Mine	41.26	March 14, 2012
TNT Mine	41.26	March 14, 2012
Bullfrog Mine	100.00	February 17, 2012
Virgilia Mine	60.00	February 17, 2012
Reward Monster Mine	80.00	February 20, 2012

The following is a list of claims acquired after March 23, 2012:



Name of Claim	Acres	Date Acquired
Turner Ranch	39.73	May 3, 2012
Bullfrog #3s	80	May 15, 2012
American Metallic Mine	20.7	May 9, 2012
Placeritas Mine	432	April 30, 2012
Golden Eagle #2	742.3	July 2, 2012
North Star	40	Aug 2, 2012

#1 Mining Operation Disclosure Reward Monster Mine

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15 miles from the town of Tularosa New Mexico, and is accessible through HWY 54.ZZZZ

(1) Location: The Reward Monster mine is located in township 11 south, range 9 west, and encompasses the S1/2 SE1/4 of section 13.

(2) Description of claim: The Reward Monster mine consists of one 80 acre unpatented mining claim. The annual assessment fee for the mining claims is $560.00.

(3) History of Previous Operations: There is no data available as to who the previous operators of this mine were. During our site visit we did notice past prospecting that occurred on this mine however it did not appear that any commercial operations have ever been in place.

(4) (i) The Reward Monster mine is an open cast surface deposit. Currently this deposit is slated for future exploration, and is not actively being mined by our company. Our company acquired these two mining claims in April of 2012 from Placer Gold Prospecting, Inc. for the purpose of further mineral exploration and development. This property is without known reserves and the proposed program is exploratory in nature.

(ii) The Reward Monster mine does not currently have any equipment on site.

5) TERTIARY GEOLOGY OF CHLORIDE MINING DISTRICT

Oldest Tertiary rocks found in the Chloride mining district are volcaniclastic alluvial-fan deposits of the lower Rubio Peak Formation. These deposits are proximal to mid -proximal facies typified by mass movement processes of debris flows, hyperconcentrated flood flows, and gravity slides. Lower age restrains for these deposits are unknown, but paleontologic data place the upper volcaniclastic rocks in the Chadronian (earliest Oligocene) (Lucas in this guidebook). These rocks are interpreted as intermontane-basin accumulations shed from middle Tertiary volcanic centers overprinted on a Laramide uplift, similar to the L-shaped Sierra uplift of Eardley (1962) to the east and south of the district. Rubio Peak Formation rests on progressively older Paleozoic rocks south of the district; and paleoftow direct ions for lower Rubio Peak rocks in the district are from the east (Cather in preparation). Volcanic source areas for lower Rubio Peak volcaniclastic rocks are possibly marked by the north-trending chain of quartz-monzonite to monzonite intrusions that extends from Copper Flats (73.4 my, Hedlund 1974) northward through Salado Mountain intrusive, Double S Peaks intrusive, Sierra Cuchillo intrusive (50.1 ± 2.6 my, Chapin et al. 1975), and Kelly Peak intrusive .

The occurrence of exotic Paleozoic limestone blocks of enormous size within rocks of lower Rubio Peak Formation is an intriguing geologic phenomenon. Interpretation of geologic evidence by this author supports Maxwell & Heyl's (1976) gravity -slide origin for these blocks. Emplacement processes are envisioned as similar to those occurring along the Heart Mountain detachment fault. Northwest Wyoming (Pierce 1941, 1957), and gravity-slide blocks in the Canelo Hills, southeastern Arizona (Davis et al. 1979).

CHLORIDE MINING DISTRICT

Exotic limestone blocks occur at the same stratigraphic horizon across an area in excess, of 150 km, throughout the length of the Chloride district. Individual blocks range upward to 170 m in thickness and 5 km in outcrop. Bedding-plane faults and open-space breccias formed near the base of most blocks during sliding. A shale seam at the base of an exotic limestone block exposed in the St. Cloud mine incorporated fragments of underlying volcanic lastic rocks during transport. These features, plus highly fragmented, rotated areas along the base of large blocks suggest gravity sliding rather than the passive rafting expected from debris-flow deposition. Small l limestone blocks around the margins of larger blocks do occur incorporated in debris-flow deposits that accompanied gravity sliding.

The stratigraphic interval from upper Rubio Peak Formation through basaltic andesite of Poverty Creek contains deposits of volcanic rocks intercalated with distal-alluvial-fan deposits. Volcanic rocks in this interval alternate between rhyolite and quartz-latite ash-flow tuffs and dark, aphanitic basaltic-andesite flow rocks. These volcanic rocks are representatives of the extensive Oligocene volcanism that began upon termination of Laramide basinal deposition (Smith et al. 1985) in response to cessation of compressional forces throughout the Cordillera in late Eocene time (Coney 1972). In the Chloride district, this transition is marked by change in volcanic rocks from intermediate stratovolcano derivatives to silicic ash-flow-tuff outflow sheets and basaltic-andesite flows and flow-dome complexes. Sugarlump Tuff members of the Rubio Peak Formation and Kneeling Nun Tuff are the major ash-flow-tuff units within this stratigraphic interval. The basaltic andesite of Poverty Creek is the most extensive and youngest mafic unit; it marks the beginning of regional extension along the Rio Grande rift.

4. The high-silica tuff of Little Mineral Creek and Moccasin John Rhyolite flow-dome complex together with the underlying basaltic andesite of Poverty Creek represent a fundamental petrologic transition noted by many (Lipman et al. 1972, Christiansen & Lipman 1972, Rhodes et al. 1972) as occurring in the 27 to 29 my bracket throughout the Cordillera, virtually concurrent with earliest extension along the Rio Grande rift (Chapin & Seager 1975, Eaton 1979, Seager et al. 1984). Tuff of Little Mineral Creek is interpreted as a lithic-rich pyroclastic deposit derived from initial eruptions of the Moccasin John Rhyolite flow-dome complex. Such early pyroclastic deposits are probably the result of either excessive build-up of volatiles or of interact ion between magma and ground water (Sheridan 1979, Burt & Sheridan 1981). This pyroclastic volcanism and later extrusion of rhyolitic lavas resulted in collapse around major vent areas.

5. Hydrothermal convective cells generated by intrusion of rhyolitic magma associated with Moccasin John Rhyolite flow-dome complex, Chloride Creek dome, Sheep Canyon domes (and others?) appear to be responsible for epithermal vein deposits of the Chloride mining district. Mineralized fault structures are largely those active during doming and/ or collapse of flow-dome complexes. Regional zonation of mineralization is believed to be related to location of these rhyolitic intrusions (as well as to the dominant lithologies through which hydrothermal systems operate).

6. Post-mineralization, high -angle normal faulting refractured vein systems and initiated new fault structures sympathetic to the Winston graben and Rio Grande rift.

#2 Mining Operation Disclosure Virgilia Mine

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(1) Location: The Virgilia mine is located in township 25 north, range 8 east, and encompasses the Lot.11 of section 22. This mine is located 11 miles from the small town of Keddie California just of HWY 70.

(2) Description of claim: The Virgilia mine consists of one 20 acre unpatented mining claim. The annual assessment fee for the two mining claims is $140.

(3) History of Previous Operations: In 1980, Inca Mining Corporation consolidated the land position throughout Virgilia mine and from 1980 through 1984 undertook an extensive drilling program with the intention of establishing open pit mines at the Virgilia. A total of 241 drill holes totaling 75,941 feet of drilling were completed. In total, over $5 million was spent on geological, metallurgical, economic analyses, and environmental studies. The program was terminated in mid-1980 with the collapse of the gold price. Inca's

published geological reserve for the Virgilia was 17 million tons ~ 0.084 opt, with mineable reserves totaling 1.5 million tons @ 0.13 opt for the Virgilia.

The area of the Virgilia mine was Federal land and remained open until 2006 when the past owner covered the property with lode claims. In 2007, paper records from the Inca drilling program were located. Unfortunately, most of the geologic maps and metallurgical tests, along with pulps and cuttings, and reject core had been lost which was stored on the old Virgilia property, due to a fire.

(4) (i) The Virgilia mine is an open pit surface deposit. Currently this deposit is slated for future exploration, and is not actively being mined by our company. Our company acquired this mining claim back in April of 2012 from Placer Gold Prospecting, Inc. for the purpose of further mineral exploration and development. This property is without known reserves and the proposed program is exploratory in nature.

(ii) The Virgilia mine does not currently have any equipment on site.

5) The Virgilia mine is located in a felsic volcanic flow within the Triassic Cedar Formation. The Melones Fault, the main structural feature of the Mother Lode, parallels the deposits 550 feet to the west. The fault and hanging wall rocks strike roughly 35 degrees northwest and dip 55 to 70 degrees northeast. The felsic horizon is variably mineralized with thin mesothemmal quartz veins, sheeted zones, and massive silicification. Gold is present within sheared sections that contain up to 80 feet of silicified material.

Quartz veins that extend into bounding shale units contain low gold values gold is associated with strong silification and requires fine grinding to liberate. Mineralogy includes, in order of abundance, quartz, feldspar, sericite, chlorite, homblende, mariposite, pyrite, galena, sphalerite, gold, and silver. Base metals are present only in trace amounts.

#3 Mining Operation Disclosure Gypsy Mine

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(1) Location: The Gypsy mine is located in township 14 north, range 21 east, and encompasses the entire NE1/4 of section 21. This mine is located 8.5 miles from the town of Minden Nevada just off HWY 395.

(2) Description of claim: The Gypsy mine consists of one 160 acre unpatented mining claims. The annual assessment fee for the mining claims is $1,120.00.

(3) History of Previous Operations: Little is known about the previous operations of the Gypsy mine other than it's located in Brunswick canyon which is known for small scale gold mining back in the late 1800's.

(4) (i) The Gypsy mine open cast deposit is currently slated for future exploration, and is not actively being mined by our company. Our company acquired this mining claim back in April of 2012 from Placer Gold Prospecting, Inc. for the purpose of further mineral exploration and development. This property is without known reserves and the proposed program is exploratory in nature.

(ii) The Gypsy mine does not currently have any equipment on site.

(5) Mesozoic metamorphic rocks older than the major granitic intrusive bodies of the Sierra Nevada batholith are widely distributed in the area of the three counties. The metamorphic rocks occur in roof pendants and septa surrounded by the younger granitic rock. Fossil evidence indicates that the metamorphic rocks are predominantly Late Triassic and Early Jurassic in age. The metamorphic rocks occur in relatively small areas, generally only a few miles in extent, although the largest, on the west slope of the southern Pine Nut Mountains, may be as large as 20 miles long and 6 miles wide.

These pregranitic rocks are metamorphosed partly as a result of heat from and deformation by granitic intrusion. Rocks of the larger masses of metamorphic rocks are less thoroughly recrystallized and meta-morphosed than those of the smaller and thinner masses. Generally the metamorphic rocks are in the low and medium grades of metamorphism. In the larger masses, the rocks, especially siltstones and shales, appear to be very little affected. In the pregranitic sequence, metavolcanie rocks are slightly more abundant than metasedimentary rocks. Commonly, the rocks are intimately interbedded, and the two fold division.

#4 Mining Operation Disclosure Stud Mine

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(1) Location: The Stud mine is located in township 6 north, range 34 east, and encompasses the SW1/4, and SE1/4 of section 17. This mine is located 5.3 miles from the town of Luning Nevada just off HWY 95/3.

(2) Description of claim: The Stud mine consists of two 20 acre unpatented mining claims. The annual assessment fee for the two mining claims is $280.

(3) History of Previous Operations: Little is known about the previous operations of the Stud mine other than it was surrounded by many adits and shafts, and its location is close to Camp Douglas which was a hot spot for mining activity back in the early 19th century.

(4) (i) The Stud mine (subsurface) and open cut deposit is currently slated for future exploration, and is not actively being mined by our company. Our company acquired these two mining claims in March of 2012 from the Eureka Mining Company for the purpose of further mineral exploration and development. This property is without known reserves and the proposed program is exploratory in nature.

(ii) The Stud mine does not currently have any equipment on site.

(5) The Camp Douglas 7 l/2-minute quadrangle is located just to the southwest of the town of Mina at the eastern end of the Excelsior Mountains. The quadrangle includes one peak over 8500 feet (2590 m). and Thunder Mountain, in the central part of the ores, has a maximum elevation of 7990 (2635 m). Two mining districts, Douglas (Camp Douglas) and Silver Dyke are present in the quadrangle.

Mining in the area began in 1893, and a significant amount of tungsten ore was mined at Silver Dyke during, and after World War I, mining at Silver Dyke "was carried on by lessors as recently as 1972.

The geology of the area has been described by Ferguson, Muller, and Cathcart (1954), and Muller and Ferguson (1939). Vanderburg (l937), and Hill (1915) described the geology and mineral deposits of Camp Douglas, and Kerr (1936) has reported on the tungsten mineralization at Silver Dyke. Nielsen (l963) mapped two small portions of the quadrangle during his study of the Pilot Mountains, 10 km to the east. Speed (l977a) has named two new formations (the Mina and Gold Range Formations) which have type areas within the quadrangle.

Rock names used in these past reports are based on megascopic and thin-section estimates of rock and mineral content. For aphanitic porphyritic igneous rocks, the rock names are predominantly based on phenocryst mineralogy, and may vary somewhat from rock names based on chemical analyses. Phenncryst contents were visually estimated from thin sections and stained slabs. Precious metal values are reported in ozfton; the conversion factor to gm/metric ton (ppm) is 34.286.

#5 Mining Operation Disclosure T.N.T. Mine

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(1) Location: The T.N.T. mine is located in township 6 north, range 34 east, and encompasses the SW1/4, and SE1/4 of section 29. This mine is located 18 miles from Coadale Nevada off HWY 95/82.

(2) Description of claim: The Bruner mine consists of two 20 acre un-patented mining claims. The annual assessment fee for the two mining claims is $280.

(3) History of Previous Operations: Little is known about the previous operations of the T.N.T. mine other than it was surrounded by many adits and shafts, and its location is close to Camp Douglas which was a hot spot for mining activity back in the early 19th century.

(4) (i) The T.N.T. mine (subsurface) deposit is currently slated for future exploration, and is not actively being mind by our company. Our company acquired these two mining claims back in March of 2012 from the Eureka Mining Company for the purpose of further mineral exploration and development. This property is without known reserves and the proposed program is exploratory in nature.

(ii) The T.N.T. mine does not currently have any equipment on site.

Mining in the area was begun in 1893, and a significant amount of tungsten ore was mined at Silver Dyke during and after World War I; mining at Silver Dyke "was carried on by lessees as recently as 1972.

two small portions of the quadrangle during his study of the Pilot Mountains, 10 km to the east. Speed (l977a) has named two new formations (the Mina and Gold Range Formations) which have type areas within the quadrangle.

#6 Mining Operation Disclosure Indian Mine

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(1) Location: The Indian mine is located in sections 26, 34, and 26 of township 7 north, range 33 east. Access to the mine is via a dirt and gravel road located off Nevada State Highway 95 south, approximately 21 miles from the town of Luning, NV.

(2) Description of claim: The Indian mine is comprised of one 122 acre patented mineral property (fee simple) that our company is required to pay yearly property tax on of $109.80. This property was purchased from Eureka Mining Co. in April of 2012, for $50,000 and the escrow closed after the reverse acquisition of American International Ventures, Inc. by Placer Gold Prospecting, Inc.

(3) History of Previous Operations: While there is not much information relating to the past operations of this mine it was previously called the Bataan Silver Mine, and past operators were granted a mineral patent based on minerals of value. These minerals of value were copper major, and tungsten minor as published in the NBMG Spec. Pub.31 Minerals of Nevada data.

(4) (i) The Indian Mine is an open trench style (surface) deposit, and also has (subsurface) workings represented in the form of two shafts, and a single adit. The Indian mine is presently not being mined, and has been set aside for further exploration at a different point in time. This property is without known reserves and at this time is still exploratory in nature.

(ii) At this time there is no equipment on the property.

(5) The Indian mine project areas are located in the Walker Lane Mineral Belt in western Nevada. Rocks in the region encompassing the project areas range from Triassic age sediments to recent alluvium filling the basins. The western side of the region is dominated by Cretaceous age intrusive rocks forming the Wassuk Range.

The Walker Lane is a major northwest-southeast-trending fault zone which displays right lateral movement that ranges from 30 to 40 miles in its central portion, and hosts a variety of precious metal and base metal mineral deposits (as well as geothermal activity) along its length. Late Cenozoic faults of the central Walker Lane form a complex array of variably oriented structures characterized by coeval strike-slip and dip-slip motions. The rock formations for the project areas fit into the regional setting described for Mineral County.

Paragraph (b)(5) does not apply as this property we are currently in the exploration phase and no proven or probable reserves have been established at this time.

#7 Mining Operation Disclosure El Tule Mines

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(1) Location: The El Tule mine is located in sections 21, 26, 27, 28, 35, and 36 of township 6 south, range 39 east. Access to the mine is via a dirt and gravel road located off Nevada State Highway 266 east approximately 83 miles from the town of Beatty, NV.

(2) Description of claim: The El Tule mine consists of 22 unpatented mining claims that our company is required to pay a maintenance fee of $20,980.00. The claims were acquired from Eureka Mining Co./Tucker White for 400,000 shares of Placer Gold Prospecting, Inc.’s common stock in March of 2012. These claims and they were part of the exchange agreement with the company.

(3) History of Previous Operations: El Tule Canyon placers are reported to have been discovered in 1876, but there is evidence of work by Mexicans before 1848. Early in the history of the district, the area was mined extensively by Chinese placer miners, who recovered large amounts of gold estimated by some to be more than 1 million dollars at the old price of gold. The operations at the Los Angeles Rock & Gravel Co from 1933-1936 and those of E. E. Layton at the Ray White claims in 1935 were two attempts at mining the gravels on a larger scale than usual in the district. The Los Angeles Rock & Gravel Co worked an area 2 miles in extent along the upper part of the canyon and E. E. Layton.

(4) (i) The El Tule mine is an open cast placer deposit presently not being mined, and has been set aside for further exploration at a different point in time. This property is without known reserves and at this time is still exploratory in nature.

(ii) At this time there is no equipment on the property.

(5) The rocks exposed consist of sedimentary, igneous, and metamorphic types ranging in age from late Precambrian to Holocene. Upper Precambrian and Lower Cambrian strata are widely exposed in the southern two thirds of the county and consist of over 12,000 feet of siltstone, shale, very fine grained to fine grained quartzite, and minor amounts of limestone and dolomite. Metamorphic equivalents of these rocks occur near granitic intrusives.

These strata are assigned to seven formations. Middle and Upper Cambrian strata are several thousand feet thick and consist predominantly of thin-bedded limestone and chert, and, in the southernmost part of the county, of dolomite and limestone. Ordovician strata in most of the county consist of shale and siltstone and minor amounts of limestone, chert, and quartzite. In the southernmost part of the county, Ordovician strata are mostly limestone. No Silurian nor Devonian strata are known. Mississippian strata crop out only in an area of less than a square mile in the southem most part of the county and consist mostly of shale.

No strata of Pennsylvanian Age are known. Permian strata, consisting of sandstone, conglomerate, and dolomite, crop out in a small area in the northern part of the county. Triassic, Triassic, and Jurassic rocks crop out only in the northern third of the county and apparently occur in two structural plates. The lower plate consists dominantly of shale, sandstone, and limestone, and the upper plate consists of a thick sequence of greenstone and green stone breccia overlain by conglomerate, sandstone, shale, and limestone.

Coarse-grained plutonic rocks, which are at least in part of Jurassic and younger age, based on radiometric K-A dating, crop out in 30 separate bodies ranging in size from a few acres to about 400 square miles. Most of these bodies have the composition of quartz monzonite. Tertiary rocks are extensively exposed in the county and include welded and nonwelded ash flows, lava flows, volcanic breccia, and fresh-water sedimentary rocks. The volcanic rocks range in composition from ihyolitic to basaltic; those having the composition of quartz latite are the most common. The thickness and lithologic character of the Tertiaiy section differ greatly from one range to another within the county. The maximum thickness is in the Silver Peak Mountains where a pile of sedimentary and volcanic rocks

Paragraph (b)(5) does not apply as this property we are currently in the exploration phase and no proven or probable reserves have been established at this time.

#8 Mining Operation Disclosure Bruner Mine

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(1) Location: The Bruner mine is located in township 14 north, range 37 east, and encompasses the SE1/4 of section 14, section 23 NE1/4, section 13 SW1/4, and section 24 NE1/4. The Bruner mine is located 76 miles from the town of Fallon Nevada of HWY 361. The Bruner property consists of 28 patented mining claims.

The Bruner was optioned in 2008 to Patriot Gold in Las Vegas who makes annual payments to the Company which are current. The payoff balance on this mine is due in 2016 in the amount of $1,185,000. The Bruner Mine is currently being explored by Patriot Gold under a drilling program being conducted by Canamex, under a buying agreement with Patriot Gold.

(3) History of Previous Operations: The original operators at the Bruner Property are unknown. Prospecting at the property began in the early 1900's while mining was occurring on other properties located to the west. However, modern exploration of the property began in 1983 and included the following work. In 1983, Kennecott Minerals Company drilled fifteen RC holes on the property. In 1988-1990, Newmont Exploration Ltd. drilled approximately 10 RC holes; conducted detailed geologic mapping, geochemical surveys, and air and ground magnetic surveys, and ground radiometric surveys. In 1990-1995, Miramar Mining Corp. drilled 5 RC holes and conducted BLEG (bulk leach extractable gold) sampling and air photo interpretation. BLEG sampling involves a large sample of soil or rock that is leached using cyanide to determine gold and silver content down to a detection limit of as little as 1.0 part per billion.

(4) (i) The Bruner mine is currently being optioned to Patriot Gold until 2016. In 2003 and 2004, the Company completed an exploration program consisting of geologic mapping, surface geochemical sampling, and a ground magnetics and CSMT geophysical surveys to help identify pediment covered faults that could host gold/silver mineralization.

Geologic mapping of rocks exposed in the western portion of the claims shows several small quartz bearing structures trending northwest and dipping steeply to the northeast. These small structures may indicate larger veins at depth.

Interpretation of the geophysical surveys shows numerous northwest and north-south trending magnetic lows associated with faults. Magnetic lows are an occurrence that may be indicative of a destruction of magnetic minerals by later hydrothermal (hot water) fluids that have come up along these faults. These hydrothermal fluids may in turn have carried and deposited precious metals such as gold and/or silver.

During May and June of 2004, the Company conducted a limited diamond drill program in the Duluth area of the Bruner claims designed to follow up reverse air circulation drilling previously conducted on the property in the 1980's. During this period, the Company also performed surface geological mapping, and sampling in the area. The Company drilled five holes for a total of 767 linear feet. The cost of the program was approximately $68,000. The Company’s results were similar to previous drilling results on the property. Gold values greater than 0.02 oz/ton were detected in all of the five holes that were drilled. Hole 181 contained a 14.3 foot interval that ran 0.079 oz Au/ton including a three foot interval that ran 0.257 oz Au/ton, hole 182 contained a 20.3 foot interval that ran 0.061 oz Au/ton, and hole 184 contained a 28.0 foot interval that ran 0.078 oz Au/ton including a 5.5 foot interval that ran 0.335 oz Au/ton.

On September 23, 2005, the Company completed an Exploration and Option to Enter Joint Venture Agreement (“Agreement”) with Electrum Resources LLC (“Electrum”) relating to the Bruner property. Please refer to the Company’s Form 8-K filing with Securities and Exchange Commission on September 29, 2005 for a more detailed description of the transaction with Electrum. In late May 2006, Electrum commenced a 9 hole exploratory drilling program on the Bruner property which targeted deeper prospects on the property. The drill program encountered several short intervals of relatively low grade gold mineralization with no zones of the high grade mineralization. Based on the results of the drill program, on January 18, 2007, Electrum terminated the joint venture arrangement with the Company.

On April 3, 2009, the Company completed a Property Option Agreement with Patriot Gold Corp., an unaffiliated third party (“Patriot Gold”), to acquire the exclusive option to the Bruner Property. Patriot Gold paid the Company the sum of $30,000 at closing. In order to earn its option to the property, Patriot Gold is required to make the following annual property option payments on April 1; $35,000 in 2010, $40,000 in 2011, $45,000 in 2012, $50,000 in 2013, $55,000 in 2014, $60,000 in 2015, and $1,185,000 in 2016. Upon meeting the conditions of the agreement, Patriot Gold shall be entitled to an undivided 100% right, title and interest in and to the Property subject to a 1.5% Net Smelter Return (“NSR”) royalty payable to the Company and a 2% NSR payable to the former Property owner. Patriot Gold may purchase 1% of the Company’s 1.5% NSR royalty for an additional payment of $500,000 under certain conditions. The agreement is terminable under certain conditions, including at the option of Patriot. Patriot has made the annual property option payments of through fiscal 2013.

(ii) The Bruner property does not have any equipment on site at this time. Surface improvements as stated above are drill holes. Power is brought on site via generators.

5) The Bruner mining district is underlain by a sequence of intermediate to felsic Tertiary volcanic rocks. A volcanic center, the origin of major volcanic activity, is thought to underlay the district. The exposed stratigraphic section measures over 2,500 feet in thickness. The "Duluth Tuff", a variably crystal rich ash flow tuff, is the host for gold and silver mineralization. Two generations of intrusive rocks have been described within the district. Ore in the Bruner district is hosted by vuggy fractured quartz-adularia (potassium-rich alternation mineral) -veined and/or stock worked tuff. Mineralization is primarily fault controlled, although some disseminated values do occur.

#9 Mining Operation Disclosure Capatola Mines

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(1) Location: The Capatola mine is located in sections 7 and 12 of township 13 north, and ranges 27 and 28 east. The mine encompasses the NE1/4 of section 12, and the NW1/4 of section 7. Access to the mine is via a dirt and gravel road located off Nevada State Highway 95 south, and is located 18 miles south of Yerington Nevada.

(2) Description of claim: The Capatola mine consists of two unpatented mining claims, and one patented (fee simple) property. Our company is required to pay an annual assessment fee of $280.00 per year, and a small secured property tax on the patented portion of land owned by the Company. The property and claims were acquired from Eureka Mining Co. for $20,000.00 in April of 2012, and the purchase closed after the reverse acquisition of Placer Gold Prospecting, Inc. by American International Ventures, Inc.

(3) History of Previous Operations: The Capatola and Capatola extension are both occurrence mines without any information of past production, however from a site visit one can tell right away that mining has occurred here due to the amount of earth that has been moved, and adits that are present.

(4) (i) The Capatola and Capatola Extension open cast mines are presently not being mined, and has been set aside for further exploration at a different point of time. This property is without known reserves and at this time is still exploratory in nature.

(ii) At this time there is no equipment on the property.

(5) Mesozoic metamorphic rocks older than the major granitic intrusive bodies of the Sierra Nevada bathelith are widely distributed in the area of the three counties. The metamorphic rocks occur in roof pendants and septa surrounded by the younger granitic rock. Fossil evidence indicates that the metamorphic rocks are predominantly Late Triassic and Early Jurassic in age. The metamorphic rocks occur in relatively small areas, generally only a few miles in extent, although the argest, on the west slope of the southern Pine Nut Mountains, may be as large as 20 miles long and 6 miles wide.

These pregranitic rocks are metamorphosed partly as a result of heat from and deformation by granitic intrusion. Rocks of the larger masses of metamorphic rocks are less thoroughly recrystallized and metamorphosed than those of the smaller and thinner masses. Generally the metamorphic rocks are in the low and medium grades of metamorphism. In the larger masses, the rocks, especially siltstones and shale’s, appear to be not very affected.

In the pregranitic sequence, metavolcanic rocks are slightly more abundant than metasedimentary rocks. Commonly, the rocks are intimately interbedded, and the two fold division on the geologic map into metavolcanic and metasedimentary rocks is based on the dominant lithologic type in a given area.

Paragraph (b) (5) does not apply as this property we are currently in the exploration phase and no proven or probable reserves have been established at this time.

#10 Mining Operation Disclosure Beatty (Barrick) Bullfrog

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(1) Location: The Beatty (Barrick) Bullfrog mine is located in section 4 of township 12 south, range 46 east and covers the SE1/4 of section 4. Access to the mine is via a good dirt and gravel road located off Nevada State Highway 374 south approximately 7 miles from the town of Beatty, NV.

(2) Description of claim: The Beatty (Barrick) Bullfrog mine consist of five (5) five unpatented mining claims that our company is required to pay an annual assessment of $700 on per year. The claims were acquired by Placer Gold Prospecting, Inc. from MHW Mining Co. in February/March of 2012.

(3) History of Previous Operations: The Beatty (Barrick) Bullfrog mine was worked from the early 1990's to 1995 when under the control of Barrick mining. The company mined the deposit as an open pit operation, and processed the ore close to the mine.

(4) (i) The Beatty (Barrick) Bullfrog open pit mine is presently not being mined, and has been set aside for further exploration at a different point of time. Our company retained the services of Aurum Exploration to conduct a short geological summary on the property back in March of 2012, and since then no further work has taken place. This property is without known reserves and at this time is still exploratory in nature.

(ii) At this time there is no equipment on the property.

(5) The Bullfrog Hills are at the western edge of the southwestern Nevada volcanic field.

Extensionally faulted volcanic rocks, ranging in age from about 13.3 million years to about 7.6 million years, overlie the region's paleozoic sedimentary rocks. The prevailing rocks, which contain the ore deposits, are a series of rhyolitic lava flows that built to a combined thickness of about 8,000 feet (2,400 m) above the more ancient rock. After the flows ceased, tectonic stresses fractured the area into many separate fault blocks. Most of these blocks tilt to the east, and the horizontal of individual flows shows clearly on their western within the blocks, the ore deposits tend to occur in nearly vertical mineralized faults or fault zones in the rhyolite. Most of the lodes in the Bullfrog Hills are not simple veins but rather fissure zones with many stringers of vein material.

Subsequent Bullfrog and Turner Ranch Property Acquisitions

(1) Location: Our patented mill (fee simple) site is located in section 6, township 12 south, range 47 east in the SW1/4 of the section, and the Bullfrog extensions are located in two different locations. The first extension property of the Bullfrog mine is located in section 15, township 12 south, range 46 east in the NW1/4. The second portion of the Bullfrog mine is located in township 12, ranges 46 east, and encompasses the entire section of 12.

(2) Description of claim: The Bullfrog mine extensions and Turner Ranch mill site consists of one parcel 40 acres in size that is patented (fee simple) and seven mining claims. The annual assessment fee for the seven mining claims is $7,700 per year. Privet property tax on the Turner Ranch is $405.73.

(3) History of Previous Operations: The Bullfrog extensions are a part of the Beatty (Barrick) Bullfrog mine, and were worked alongside the main Beatty (Barrick) Bullfrog mine from the early 1990's to 1995 when under the control of Barrick mining. The company mined the deposit as an open pit operation, and processed the ore close to the mine.

(4) (i) The Bullfrog mine is presently not operational, and has been set aside for further exploration at a different point of time. This property is without known reserves and at this time is still exploratory in nature.

(ii) There is a Dresser 570 payloader, forklift and Volvo semi truck with a 40’ trailer at or near the property. A 24’ x 60’ mobile office was purchased for the property, but has not been delivered or set up as of this report.

(iii) The Turner Ranch mill property has an office on site, water, and power via the local Beatty utilities district. The site also has a Dresser 570 wheel loader, and commercial fork lift. The mineral claims which are located close to the Mill (1 mile) have no equipment on site.

(5) The Bullfrog Hills are at the western edge of the southwestern Nevada volcanic field.

Subsequent Acquisition of the Golden Eagle Placers.

Golden Eagle Placers Mine

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(1) Location: The Golden Eagle Placers mine is located in township 35 north, range 34 east, and encompasses the entire section 29. The Golden Eagle mine is located 27.8 miles from the town of Winnemucca Nevada of HYW 80/Jungo RD.

(2) Description of claim: The Golden Eagle mine consists of 704 acres of patented (fee simple). The annual tax on this property is $146. The property was purchased by American International Ventures, Inc. subsequent to the reverse acquisition of Placer Gold Prospecting, Inc. for $601,000.00 in cash, note, and Company shares.

(3) History of Previous Operations: The Golden Eagle mine was previously worked back in the 1930's by a large group of miners. The site has an extensive amount of shafts, adits, and tailings that were left by the early group of miners that were in search of gold.

(4) (i) The Golden Eagle mine is an open cast surface deposit with additional subsurface workings. Our company retained the services of Aurum Exploration, and AMEC during the acquisition of this property to obtain all necessary permits and conduct geological evaluations. AMEC is currently working on obtaining all permits for mining and roadways with the assistance of Aurum Exploration. Over $250,000 has been spent on the construction of roads leading to the mine, and excavation of two settling ponds. At this time the property is without known reserves and the proposed program is exploratory in nature.

(ii) The Golden Eagle mine has a 2 bedroom house and office, well, gates, and water truck at the site.

5) Gold mineralization is thought to have occurred during periods of fracture and breccia controlled chalcedony sulfide mineralization. Oxidation appears to be related to a deep, wide spread acid leaching event, and by descending supergene fluids along the East Fault.

The Vortex Zone, bordering the south end of the Brimstone Zone, is hosted in rocks similar to those at Brimstone, but overprinted with extensive hydrothermal brecciation. Alteration in the Vortex Zone is primarily strong silicification capped with hydrothermal argillic and subordinate acid leach alteration. Mineralization in the Vortex Zone is thought to be related to several pulses of fracturing and hydrothermal brecciation, plus quartz

and chalcedonic veining. Vortex is bounded on the east by the East Fault, and is open to the north, west, and south and at depth.

American Metallic Mine

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(1) Location: The American Metallic mine is located in township 4 south, range 42 east, and encompasses the N1/2 NW1/4 NW1/4 of section 2. The mine is 36 miles from the town of Tonopah Nevada of HWY 95 S.

(2) Description of claim: The American Metallic mine consists of 20 acres of un-patented land. The annual assessment for this property is $140

(3) History of Previous Operations: The American Metallic mine was previously worked back in the 1890's by a large number of miners that traveled from the mines in California. The site has an extensive amount of shafts, adits, and tailings that were left by the early group of miners that were in search of gold.

(4) (i) The American Metallic mine is an open cast surface deposit with additional subsurface workings. At this time the property is without known reserves and the proposed program is exploratory in nature.

(5) Extensionally faulted volcanic rocks, ranging in age from about 13.3 million years to about 7.6 million years, overlie the region's Paleozoic sedimentary rocks. The prevailing rocks, which contain the ore deposits, are a series of rhyolitic lava flows that built to a combined thickness of about 8,000 feet (2,400 m) above the more ancient rock. After the flows ceased, tectonic stresses fractured the area into many separate fault blocks. Most of these blocks tilt to the east, and the horizontal banding of individual flows shows clearly on their western scarps. Within the blocks, the ore deposits tend to occur in nearly vertical mineralized faults or fault zones in the rhyolite. Most of the lodes in the Bullfrog Hills are not simple veins but rather fissure zones with many stringers of vein material.

Placeritas Mines

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(1) Location: The Placeritas mines are located in township 33 north, range 30 east, and encompasses portions of section 19 and 31. The mine is 75 miles from the town of Lovelock Nevada of HWY 80 W.

(2) Description of claim: The Placeritas mines consists of 200 acres of unpatented land. The annual assessment for this property is $1560.

(3) History of Previous Operations: The placeritas mines were previously worked back in the 1870's by a large number of prospectors that origins are unknown. The site has an extensive amount of adits, and tailings that were left by the group of prospectors that were in search of gold.

(4) (i) The Placeritas mines are an open cast surface deposit with additional subsurface workings. At this time the property is without known reserves and the proposed program is exploratory in nature.

(5 The ore body is a sulphide quartz vein carrying gold and silver, associated with fractures in a diabasic dike. Primary minerals are quartz, pyrite, tetrahedrite (argentiferous), galena, sphalerite, chalcopyrite and native gold. Secondary enrichment appears to have yielded covellite, chalcocite, stephanite, and argentite. After deposition of most of the quartz and sulphides, reopening of the fracture permitted the deposition of additional quartz, together with tourmaline and some more sulphides. The solutions are thought to have come from a neighboring granodiorite stock, and the deposits are regarded as mesothermal or possibly hypothermal.

Subsequent Acquisition of Claims in Baja California, Mexico.

In January 2013, the Company leased certain claims from the mother of the current President of the Company’s Mexican subsidiary which covers 22.5 acres, in Baja California, Mexico for a period of five (5) years. The lease provides a payment of $300 per month. These claims are known as the “Mother Lode” claims. In addition, effective March 13, 2013, the Company executed a lease agreement to conduct mining operations and other related activities on approximately twenty four (24) hectares, at the plot number 28 Northwest of Ejido 18 de Marzo, in the City of Ensenada, Baja California, Mexico (the “Property”). The owner of the Property is Tito Calas Zarate.

The principal provisions of the agreement include:

(1) Term - Four (4) Years;

(2) Rental Payment - $200.00 (US) per month;

(3) Lease Rights - Assignable by the Company;

(4) Improvements - Improvements made by the Company are for the benefit of the Owner;

(5) Maintenance and Repairs - The property must be maintained by the Company to at least its current condition;

(6) Option to Purchase - During the term, the Company has the first option to negotiate and purchase the property.

Description of our Current Business

Since the acquisition of PGPI, our operations have focused on planning, developing and operating past producing precious metal properties and mines. Specifically, we are now a gold and silver exploration and extraction company, operating primarily in Nevada through PGPI, our wholly owned subsidiary. In addition to our interest in the Bruner Option and the mining claims in Nevada, we also lease certain mining claims in the Baja California, Mexico. The main focus of current activity has been on mining claims in Baja California, Mexico. During June 2013, we commenced limited operations on the mining claims known as the Mother Lode which we acquired in early calendar year 2013. These claims have both placer and hard rock geological characteristics, and presently we are mining the placer portion of the claim. We mine the placer material using heavy equipment and then process the material through a wash mill located on the premises. We purchased a majority of the necessary heavy equipment and mill in 2012. We have not established any proven or probable reserves on this property.

We currently have four full time employees located in Mexico, including the President of our Mexican subsidiary, and two part time employees in the United States consisting of our President and Chief Operating Officer.

Types of Claims

* a patented mining claim is a mineral claim originally staked on land owned by in the United States Government, where all its associated mineral rights have been secured by the claimant from the U.S. Government in compliance with the laws and procedures relating to such claims, and title to the surface of the claim and the minerals beneath the surface have been transferred from the U.S. Government to the claimant. Annual mining claim assessment work is not required, and the claim is taxable real estate.

* an unpatented mining claim is a mineral claim staked on federal, state or, in the case of severed mineral rights, private land to which a deed from the U.S. Government or other mineral title owner has not been received by the claimant. Unpatented claims give the claimant the exclusive right to explore for and to develop the underlying minerals and use the surface for such purpose. However, the claimant does not own title to either the minerals or the surface, and the claim is subject to annual assessment work requirements and the payment of annual rental fees which are established by the governing authority of the land on which the claim is located. The claim may or may not be subject to production royalties payable to that governing authority.

Exploration Business and Operations

Initially, we intended to permit and reactivate these mining claims. As of today, the Company plans to sell most of its mining properties in Nevada and obtain a mining permit for the Golden Eagle claims. Funding to complete the construction and start production at the Golden Eagle is estimated to be $500,000, including $200,000 for plans and permits, including environmental, $ 50,000 for site improvements (road construction) and $250,000 for installation of wash plant and equipment. We presently do not have the funds available and there can be no assurance we will be able to obtain the necessary funds.

The Company doesn’t expect to do any mining in Nevada in the year 2013 and there can be no assurance the Company will be able to sell or have the financing to complete the permitting of the Golden Eagle or ever mine in Nevada.

We have accumulated substantial losses and our auditor has issued to us a going concern opinion. We expect to continue to incur losses unless and until we generate sufficient revenue from production to fund continuing operations including exploration and development costs. We expect such losses or the monthly burn rate to be in the range of $40,000 to $60,000. There is no assurance we will be profitable for any quarterly or annual period. We anticipate we will need to raise approximately $5,000,000 to $7,000,000 in the next 12 months to fund our planned exploration expenditures, debt service and general working capital requirements. We plan to raise the financing through debt and/or equity placements. Failure to raise needed financing could result in us having to scale back or discontinue exploration activities or some or all of our business operations.

Our Industry

The Gold Market. The market for gold is large, liquid and global. Gold continues to see demand in the jewelry, industrial and health science industries; however, gold’s main demand comes in the form of safe haven investment. From economic, political and social uncertainty to a hedge against inflation, gold is, and has long been, considered by many a commodity of refuge from concerns with fiat currencies and their corresponding economies.

The World Gold Council (“WGC”), a leading international gold industry research organization, published on its website that total gold demand for the fourth quarter of 2011 rose 21% to 1,017 metric tonnes (a metric tonne is equal to 2,204.6 pounds) year-on-year. Of this increase, investment demand posted the largest segment increase, more than offsetting the decline in gold jewelry demand. Due to the volatility of the price of gold, however, there is no guarantee that total gold demand will continue to grow at comparable rates in the future.

The Silver Market. Unlike the gold market, demand within the silver market has been predominantly for fabrication – mainly industrial application, photography and jewelry – with investment making up only a small portion of total yearly demand.

Government and Environmental Regulation

Our mining, processing operations and exploration activities are subject to various laws and regulations governing: (i) the protection of the environment, (ii) exploration, (iii) mine safety, development and production, (iv) exports,(v) taxes, (vi) labor standards, (vii) occupational health, (viii) waste disposal, (ix) toxic substances, (x) water rights, (xi) explosives and (xii) other matters. New laws and regulations, amendments to existing laws and regulations or more stringent implementation of existing laws and regulations could have a material adverse impact on us, increase costs, cause a reduction in levels of, or suspension of, production and/or delay or prevent the development of new mining properties.

The governmental agencies and regulators tasked with implementing and enforcing the above laws and regulations include the Bureau of Land Management, the Mine Safety and Health Administration, the Department of Natural Resources and Conservation, and the Bureau of Alcohol, Tobacco, Firearms and Explosives.

We believe we are currently in compliance in all material respects with all applicable environmental laws and regulations. Such compliance requires significant expenditures and increases mine development and operating costs. Mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Environmental liability may result from mining activities conducted by others prior to our ownership of a property. To the extent we are subject to uninsured environmental liabilities, the payment of such liabilities would reduce our otherwise available earnings and could have a material adverse effect on our business plan.

We have retained AMEC in Reno, Nevada to meet the environmental regulations and obtain required mining permits for our Golden Eagle property. The costs of such permits are estimated at approximately $138,000, which is on the low side merely because we own the property outright and will be dealing strictly with the State and County, rather than the Bureau of Land Management (“BLM”). However, we have prepared the permits required to modify the right of way using the BLM road to access our Golden Eagle property. Owning the property omits much of the red tape required to mine federally owned property where the company only has the mineral estates claimed in Nevada.

Licenses and Permits

Our operations require licenses and permits from various governmental authorities. We believe we hold all material licenses and permits required under applicable laws and regulations and believe we are presently complying in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to change in various circumstances. There can be no guarantee that we will be able to obtain or maintain all necessary licenses and permits that may be required to explore and develop our properties, commence construction or operation of mining facilities and properties under exploration or development or to maintain continued operations that economically justify the cost.

Mine Safety and Health Administration Regulations

Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities.

Competition

Because the life of a mine is limited by its mineral reserves, we are continually seeking to replace and expand our reserves through the exploration of existing properties as well as through acquisitions of interests in new properties or of interests in companies which own such properties. We encounter competition from other mining companies in connection with the acquisition of properties and with the engaging and maintaining of qualified industry experienced personnel. This competition may increase the cost of acquiring suitable properties and retaining qualified industry experienced personnel.

The Share Exchange

On March 23, 2012, we (as buyer) entered into, and closed on, a Share Exchange Agreement (the “Exchange Agreement”) with the shareholders of Placer Gold Prospecting, Inc. (“PGPI”), a Florida corporation, pursuant to which we acquired all 162,350,000 outstanding shares of common stock of PGPI in exchange for 162,350,000 shares of our common stock (the “Share Exchange”). Immediately prior to the Exchange Agreement, we had 19,354,044 shares of common stock issued and outstanding.

The transaction has been accounted for as a reverse recapitalization, a procedure that treats the transaction as though PGPI had acquired AIVN. Under the accounting for a reverse recapitalization, the assets and liabilities of AIVN were recorded on the books of the continuing company, and the stockholders' equity accounts of AIVN were reorganized to reflect the terms of the Share Exchange. No goodwill or other intangible asset was recognized.

After closing of the Share Exchange, the former shareholders of PGPI now own approximately 89% of our common stock and we own 100% of PGPI. PGPI is in the business of mining exploration and acquisition.

Jack Wagenti, our CEO, executed the Exchange Agreement on our behalf. Mr. Wagenti was a founder, CEO and director of PGPI, and also owned 25 million shares of common stock of PGPI (approx. 16%) at the time of the closing of the Share Exchange (the “Closing”). Frederick Dunne, Jr., one of our directors as of Closing, owned 1,000,000 shares of common stock of PGPI (less than 1%) as of the closing. Arthur Ackerman, one of our directors as of closing, owned 6,000,000 shares of common stock of PGPI (approximately 3.6%) as of the closing.

After giving effect to the Share Exchange, there were 181,695,044 shares of our common stock outstanding, of which approximately 89% are held by the former shareholders of PGPI. Prior to the Share Exchange, we were a shell company with no business operations. As a result of the Share Exchange, we are no longer considered a shell company and there was a change in control of the Company.

The issuance of the shares of our common stock pursuant to the Share Exchange, was made in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D promulgated thereunder. As such, the shares of our common stock may not be offered or sold unless they are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

Item 1A. Risk Factors.

Risk Factors

Disclosure Regarding Cautionary Statements.

Forward Looking Statements. Certain of the statements contained in this Annual Report on Form 10-K includes "forward looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). All statements other than statements of historical facts included in this Form 10-K regarding the Company's financial position, business strategy, and plans and objectives of management for future operations and capital expenditures, and other matters, are forward looking statements. These forward-looking statements are based upon management's expectations of future events. Although we believe the expectations reflected in such forward looking statements are reasonable, there can be no assurances that such expectations will prove to be correct. Additional statements concerning important factors that could cause actual results to differ materially from our expectations ("Cautionary Statements") are disclosed below in the Cautionary Statements section and elsewhere in this Form 10-K. All written and oral forward looking statements attributable to us or persons acting on our behalf subsequent to the date of this Form 10-K are expressly qualified in their entirety by the Cautionary Statements.

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

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS, IN ADDITION TO THE OTHER INFORMATION INCLUDED ELSEWHERE IN THIS CURRENT REPORT AND THE DOCUMENTS THAT WE HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. UNLESS THE CONTEXT REQUIRES OTHERWISE, THE USE OF THE COMPANIES, THE COMBINED COMPANY, “US,” OR “WE” REFERS TO THE COMBINED COMPANY OF PGPI AND US AFTER GIVING EFFECT TO THE SHARE EXCHANGE. WE HAVE DISCUSSED ALL KNOWN MATERIAL RISKS, HOWEVER, ANY RISKS NOT PRESENTLY KNOWN TO US, IF THEY MATERIALIZE, ALSO MAY ADVERSELY AFFECT US AND OUR STOCK PRICE.

Our business is to engage in exploration and production activities in the precious minerals mining industry, which is a highly speculative activity. An investment in our securities involves a high degree of risk. You should not invest in our securities if you cannot afford to lose your entire investment. In deciding whether you should invest in our securities, you should carefully consider the following information together with all of the other information contained in this Current Report. Any of the following risk factors can cause our business, prospects, financial condition or results of operations to suffer and you to lose all or part of your investment.

Risks Related to Our Business and Financial Condition

Estimates of mineralized material are based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.

There are numerous uncertainties inherent in estimating quantities of mineralized material such as gold and silver, including many factors beyond our control and no assurance can be given that the recovery of mineralized material will be realized. In general, estimates of mineralized material are based upon a number of factors and assumptions made as of the date on which the estimates were determined, including:

geological and engineering estimates that have inherent uncertainties and the assumed effects of regulation by governmental agencies;

the judgment of the engineers preparing the estimates;

estimates of future metals prices and operating costs;

the quality and quantity of available data;

the interpretation of that data; and

the accuracy of various mandated economic assumptions, all of which may vary considerably from actual results.

Until mineralized material is actually mined and processed, it must be considered an estimate only. These estimates are imprecise and depend on geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. We cannot assure you that these mineralized material estimates will be accurate or that this mineralized material can be mined or processed profitably. Any material changes in estimates of mineralized material will affect the economic viability of placing a property into production and such property’s return on capital. There can be no assurance that minerals recovered in small scale metallurgical tests will be recovered at production scale.

We may have difficulty meeting our current and future capital requirements.

Our management and our board of directors monitor our overall costs and expenses and, if necessary, adjust our programs and planned expenditures in an attempt to ensure we have sufficient operating capital. We continue to evaluate our costs and planned expenditures for our on-going development and care and maintenance efforts at our mineral properties. The continued development and care and maintenance of our mineral properties will require significant amounts of additional capital. As a result, we may need to explore raising additional capital during fiscal 2014 and beyond so that we can continue to fully fund our planned activities. Our ability to obtain this financing will depend upon, among other things, the price of gold and the industry’s perception of its future price. The extraordinary conditions in the global financial and capital markets have currently limited the availability of this funding. Therefore, availability of funding is dependent largely upon factors outside of our control, and cannot be accurately predicted. If the disruptions in the global financial and capital markets continue, debt or equity financing may not be available to us on acceptable terms, if at all. If we are unable to fund future operations by way of financing, including public or private offerings of equity or debt securities, our business, financial condition and exploration activities will be adversely impacted.

We anticipate that our expected near term and long term financing requirements to continue our operations and to implement our exploration plans is as follows: five to seven million. At this time, we do not have any arrangements for such financing and there can be no assurance we will acquire such financing..

As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

The volatility of the price of gold or silver could adversely affect our future operations and, if warranted, our ability to develop our properties.

The potential for profitability of our operations, the value of our properties and our ability to raise funding to conduct continued exploration and development, if warranted, are directly related to the market prices of gold, silver and other precious metals. The prices of such metals fluctuate widely and are affected by numerous factors beyond our control, including interest rates, expectations for inflation, speculation, currency values (in particular the strength of the U.S. dollar), global and regional demand, political and economic conditions and production costs in major metal producing regions of the world. The price of gold may also have a significant influence on the market price of our common stock and the value of our properties. Our decision to put a mine into production and to commit the funds necessary for that purpose must be made long before the first revenue from production would be received. A decrease in the prices of gold or silver may prevent our property from being economically mined or result in the write-off of assets whose value is impaired as a result of lower gold, zinc, lead, copper or silver prices. The prices of gold and silver is affected by numerous factors beyond our control, including inflation, fluctuation of the United States dollar and foreign currencies, global and regional demand, the sale of gold and silver by central banks, and the political and economic conditions of major gold and silver producing countries throughout the world.

We are in the exploration stage and the nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.

We have a limited operating history and must be considered in the exploration stage. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We are in the exploration stage and potential investors should be aware of the difficulties normally encountered by enterprises in the exploration stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

Exploration for and the production of minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Our operations are, and any future development or mining operations we may conduct will be, subject to all of the operating hazards and risks normally incident to exploring for and development of mineral properties, such as, but not limited to:

Economically insufficient mineralized material;

Fluctuation in production costs that make mining uneconomical;

Labor disputes;

Unanticipated variations in grade and other geologic problems;

Environmental hazards;

Water conditions;

Difficult surface or underground conditions;

Industrial accidents;

Metallurgic and other processing problems;

Mechanical and equipment performance problems;

Failure of pit walls or dams;

Unusual or unexpected rock formations;

Personal injury, fire, flooding, cave-ins and landslides; and

Decrease in the value of mineralized material due to lower gold or silver prices.

Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures, potential revenues and production dates. We currently have limited insurance to guard against some of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write down of our investment in these interests. All of these factors may result in losses in relation to amounts spent which are not recoverable, or result in additional expenses.

Difficult conditions in the global capital markets and the economy generally may materially adversely affect our business and results of operations, and we do not expect these conditions to improve in the near future.

Our results of operations are materially affected by conditions in the domestic capital markets and the economy generally. The stress experienced by domestic capital markets that began in the second half of 2007 has continued and substantially increased into the present. Recently, concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit, the U.S. mortgage market and a declining real estate market in the U.S. have contributed to increased volatility and diminished expectation for the economy and the markets going forward. These factors, combined with volatile gold and silver prices, declining business and consumer confidence and increased unemployment, have precipitated an economic slowdown and fears of a continued recession. In addition, the fixed-income markets are experiencing a period of extreme volatility which has negatively impacted market liquidity conditions. These factors can affect the value of our mining claims and our ability to acquire necessary financing for our exploration and operating activities.

Title to our properties may be challenged or defective.

Our planned future operations and exploration activities may require amendments to our currently approved permits from various governmental authorities. Our operations are and will continue to be governed by laws and regulations governing prospecting, mineral exploration, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, mining royalties and other matters. There can be no assurance that we will be able to acquire all required licenses, permits, amendments or property rights on reasonable terms or in a timely manner, or at all, and that such terms will not be adversely changed, that required extensions will be granted, or that the issuance of such licenses, permits or property rights will not be challenged by third parties.

We attempt to confirm the validity of our rights of title to, or contract rights with respect to, each mineral property in which we have a material interest. However, we cannot guarantee that title to our properties will not be challenged. Our mineral properties may be subject to prior unregistered agreements, interests or native land claims, and title may be affected by undetected defects. There may be valid challenges to the title of any of the claims comprising our mineral properties that, if successful, could impair possible development and/or operations with respect to such properties in the future. Challenges to permits or property rights, whether successful or unsuccessful; changes to the terms of permits or property rights; or a failure to comply with the terms of any permits or property rights that have been obtained, could have a material adverse effect on our business by delaying or preventing or making continued operations economically unfeasible.

We are subject to complex environmental and other regulatory risks, which could expose us to significant liability and delay, and potentially the suspension or termination of our development efforts.

Compliance with environmental quality requirements and reclamation laws imposed by federal, state, provincial, and local governmental authorities may:

require significant capital outlays;

materially affect the economics of a given property;

cause material changes or delays in our intended activities; and

potentially expose us to lawsuits.

These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Applicable authorities may require us to prepare and present data pertaining to the effect or impact that any proposed exploration for or production of minerals may have upon the environment. The requirements imposed by any such authorities may be costly, time consuming, and may delay operations. Future legislation and regulations designed to protect the environment, as well as future interpretations of existing laws and regulations, may require substantial increases in equipment and operating costs and delays, interruptions, or a termination of operations. We cannot accurately predict or estimate the impact of any such future laws or regulations, or future interpretations of existing laws and regulations, on our operations.

Historic mining activities have occurred on certain of our properties. If such historic activities have resulted in releases or threatened releases of regulated substances to the environment, potential for liability may exist under federal or state remediation statutes. Such liability would include remediating any damage that we may have caused, including costs for removing or remediating the release and damage to natural resources, including ground water, as well as the payment of fines and penalties. Except as discussed in our periodic filings with the SEC, we are not aware of any such claims under these statutes at this time, and cannot predict whether any such claims will be asserted in the future.

We may produce air emissions and pollutions that could fall under the jurisdiction of U.S. federal laws.

Under the U.S. Resource Conservation and Recovery Act, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste, as well as for closure and post-closure maintenance once they have completed mining activities on a property. Our mining operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the rules.

Legislation has been proposed that would significantly affect the mining industry.

Periodically, members of the U.S. Congress have introduced bills which would supplant or alter the provisions of the General Mining Law of 1872, which governs the unpatented claims that we control with respect to our U.S. properties. One such amendment has become law and has imposed a moratorium on the patenting of mining claims, which reduced the security of title provided by unpatented claims such as those on our U.S. properties. If additional legislation is enacted, it could substantially increase the cost of holding unpatented mining claims by requiring payment of royalties, and could significantly impair our ability to develop mineral estimates on unpatented mining claims. Such bills have proposed, among other things, to make permanent the patent moratorium, to impose a federal royalty on production from unpatented mining claims and to declare certain lands as unsuitable for mining. Although it is impossible to predict at this time what royalties may be imposed in the future, the imposition of such royalties could adversely affect the potential for development of such mining claims, and the economics of existing operating mines on federal unpatented

mining claims. Passage of such legislation could adversely affect our business.

Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations on our mining properties.

Our operations, including on-going exploration drilling programs, require permits from the state and federal governments, including permits for the use of water and for drilling wells for water. We may be unable to obtain these permits in a timely manner, on reasonable terms or on terms that provide us sufficient resources to develop our properties, or at all. Even if we are able to obtain such permits, the time required by the permitting process can be significant. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for exploration of our properties will be adversely affected, which may in turn adversely affect our results of operations, financial condition and cash flows.

Through May 31, 2013, we expect to incur approximately $160,000 in permitting costs in fiscal 2013. There can be no assurance we will be able to acquire the funding needed.

We may face a shortage of water.

Water is essential in all phases of the exploration, development and operation of mineral properties. With the nature of our operations, water is used in such processes as exploration, drilling, testing, dust suppression, milling and tailings disposal. The lack of available water and the cost of acquisition may make an otherwise viable project economically impossible to complete.

Global climate change is an international concern, and could impact our ability to conduct future operations.

Global climate change is an international issue and receives an enormous amount of publicity. We would expect that the imposition of international treaties or federal, state or local laws or regulations pertaining to mandatory reductions in energy consumption or emissions of greenhouse gasses could affect the feasibility of our mining projects and increase our operating costs.

Because access to the mineral property may be restricted by inclement weather or other hazards, we may be delayed in our development efforts.

We are subject to risks and hazards, including environmental hazards, the encountering of unusual or unexpected geological formations, cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions. As a result, access to our mineral properties may be restricted during parts of the year. During the winter months, heavy snowfall can make it difficult to undertake work programs. Frequent inclement weather in the winter months can make development and mining activities difficult for short periods of time.

We may face a shortage of supplies, equipment and materials.

The mineral industry has experienced from time to time shortages of certain supplies, equipment and materials necessary in the exploration, evaluation, development and production of mineral deposits. The prices at which such supplies and materials are available have also greatly increased. Our planned operations could be subject to delays due to such shortages and further price escalations could increase our costs for such supplies, equipment and materials. Our experience and that of others in the industry is that suppliers are often unable to meet contractual obligations for supplies, equipment, materials, and services, and that alternate sources of supply do not exist.

The market for obtaining desirable properties, investment capital, and outside engineers and consultants is highly competitive.

Presently, we employ a limited number of full-time employees, utilize outside consultants, and in large part rely on the personal efforts of our officers and directors. Our success will depend, in part, upon the ability to

attract and retain qualified outside engineers and other professionals to develop and operate our mineral properties, in addition to obtaining investment capital to conduct our mining operations. We believe that we will be able to attract competent employees and consultants, but no assurance can be given that we will be successful in this regard as competition for these professionals is highly competitive. If we are unable to engage and retain the necessary personnel, our business would be materially and adversely affected.

We depend upon a limited number of personnel and the loss of any of these individuals could adversely affect our business.

If any of our current executive employees were to die, become disabled or leave our company, we would be forced to identify and retain individuals to replace them. Messrs. Jack Wagenti, Brandon Nash, Tucker White, Jerry Scott, Frederick Dunne, Jr. and Arthur Ackerman are our critical employees at this time. In addition to the executives, we rely heavily on a several staff people that have extensive knowledge of our properties and mine plans. There is no assurance that we can find suitable individuals to replace them or to add to our employee base if that becomes necessary. We are entirely dependent on these individuals as our critical personnel at this time. We have no life insurance on any of our employees, and we may be unable to hire a suitable replacement for them on favorable terms, should that become necessary.

We have incurred substantial losses since our inception and may never be profitable.

Since its formation on January 25, 2012, Placer has incurred substantial losses and AIVN has accumulated substantial losses during its existence. In addition, we presently have no revenue. During the reporting period ended May 31, 2013, we had no revenues from operations and have reported an operating loss of approximately $6,000,000. We expect to continue to incur losses unless and until we generate sufficient revenue from production to fund continuing operations including exploration and development costs. We expect such losses or the monthly burn rate to be in the range of $40,000 to $60,000. There is no assurance we will be profitable for any quarterly or annual period. Our failure to report profits may adversely affect the price of our common stock and you may lose all or part of your investment.

Our executive management has limited experience in managing a public company registered with the SEC and as such compliance with compliance with the SEC rules will be time consuming, difficult and costly.

Our executive officers have limited experience managing a public company. Thus, it will be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the SEC. We may need to hire additional financial reporting, internal control, and other finance staff in order to develop and implement appropriate internal controls and reporting procedures.

Some of our executive management have other business activities in which they are engaged concurrently with our operations and therefore may not devote 100% of their business time to our business.

Some of our executive officers may engage in other business activities thereby failing to devote all of their business time to our business. Nevertheless, such officers have agreed to devote no less than full time (or up to thirty (30) hours per week) to our operations.

We currently have not entered into forward sales, commodity, derivatives or hedging arrangements with respect to our gold production and as a result we are exposed to the impact of any significant decrease in the gold and silver prices.

We expect to sell the gold and silver. We expect to be producing at prevailing market prices. Currently, we have not produced any gold or silver from our properties nor have we entered into forward sales, commodity, derivative or hedging arrangements to establish a price in advance for the sale of future production, although we may do so in the future. As a result, we may realize the benefit of any short-term increase in the gold price, but we are not protected against decreases in gold and silver prices, and if gold and silver prices decrease significantly, our expected future revenues may be materially adversely affected.

Our ability to become and remain profitable over the long term will depend on our ability to identify, explore and develop our current and additional properties.

Gold and silver properties are wasting assets. They eventually become depleted or uneconomical to continue mining. Currently, we have not produced any gold or silver from our properties. We are in the exploration stage and potential investors should be aware of the difficulties normally encountered by enterprises in the exploration stage. Our ability to become and remain profitable over the long term depends on our ability to finalize the design, permit, development and profitable extraction and recovery of mineral resources beyond our current planned mine life. If our ability to expand the operations beyond their current planned mined lives doesn’t occur we may seek to acquire other precious and base metals properties beyond our current properties. The acquisition of precious and base metals properties and their exploration and development are subject to intense competition. Companies with greater financial resources, larger staff, more experience and more equipment for exploration and development may be in a better position than us to compete for such mineral properties. If we are unable to find, develop, and economically mine new properties, we most likely will not be profitable on a long term basis and the price of our common stock may suffer.

Since we have a very limited operating history, investors have little basis to evaluate our ability to operate.

Our activities to date have been focused on raising financing, exploring our properties and preparing those properties for production. Although some of our mine and concentrating facilities have previously operated, these operations were carried out under different ownership and, as a consequence we face all of the risks commonly encountered by other businesses that lack an established operating history, including the need for additional capital and personnel and intense competition. There is no assurance that our business plan will be successful.

The construction of our mines and optimization and continued operation of our mills are subject to all of the risks inherent in construction, start-up and operations.

These risks include potential delays, cost overruns, shortages of material or labor, construction defects, breakdowns and injuries to persons and property. We expect to engage self-employed personnel, subcontractors and material suppliers in connection with the construction and development of our mine projects. While we anticipate taking all measures which we deem reasonable and prudent in connection with construction of the mines and the operation of the mills, there is no assurance that the risks described above will not cause delays or cost overruns in connection with such construction or operation. Any delays would postpone our anticipated receipt of revenue and adversely affect our operations, which in turn may adversely affect the price of our stock.

We do not insure against all of the risks to which we may be subject in our operations.

While we currently maintain insurance against general commercial liability claims and the physical assets at our projects, we do not maintain insurance to cover all of the potential risks associated with our operations. We might be subject to liability for environmental, pollution or other hazards associated with mineral exploration and development, which risks may not be insured against, which may exceed the limits of our insurance coverage, or which we may elect not to insure against because of premium costs or other reasons. We may also not be insured against interruptions to our operations. Losses from these or other events may cause us to incur significant costs which could materially adversely affect our financial condition and our ability to fund activities on our property. A significant loss could force us to reduce or terminate our operations.

We may require significant additional capital to fund our business plan.

We will be required to expend significant funds to determine if proven and probable mineral reserves exist at some of our properties, to continue exploration and if warranted, develop our existing properties and to identify and acquire additional properties to diversify our property portfolio. There can be no assurance that any of the development properties we now hold, or which we may acquire, will contain a commercial ore reserve, and therefore, no assurance that we will ever generate a positive cash flow from the sale of production on such

properties. In addition, once we decide to place a property into production, risks still exist that the amount and grade of the reserves may be significantly less than predicted. We have spent and will be required to continue to expend significant amounts of capital for drilling, geological and geochemical analysis, assaying and feasibility studies with regard to the results of our exploration. We may not benefit from these investments if we are unable to identify commercially exploitable mineralized material.

Our ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including the status of the national and worldwide economy and the prices of gold and other precious and base metals. Capital markets worldwide have been adversely affected by substantial losses by financial institutions, in turn caused by investments in asset-backed securities. We may not be successful in obtaining the required financing, or if we can obtain such financing, such financing may not be on terms that are favorable to us. Failure to obtain such additional financing could result in delay or indefinite postponement of further mining operations or exploration and development and the possible partial or total loss of our potential interest in our properties.

We have already expended significant capital to explore and identify the best properties for development. We currently have no plans to acquire any new properties at this time, as we have already developed an adequate portfolio and currently have the Golden Eagle acquisition under development. We have already developed the necessary water supply to insure the planned production at the development site.

In addition, we have the mining equipment to start a pilot program and will only need funding to complete the construction required to install the plant. Funding to complete the construction and start production at the Golden Eagle and all other projects will be developed subsequent to the success of the Golden Eagle Mines. Those funding requirements have not been budgeted and will depend on the production results and revenues from the Golden Eagle. Our future anticipated capital requirements will primarily be for permitting and mining in the amount of eight to ten million. We presently do not have funding available and there can be no assurance we will be able to get funding..

We may need additional capital, and the sale of additional shares or other equity securities could result in additional dilution to our stockholders.

In the future, we may raise capital for our mining operations by issuing equity securities, resulting in the dilution of the ownership interests of our present stockholders. Any future issuance of our equity securities may dilute then-current stockholders’ ownership percentages and could also result in a decrease in the fair market value of our equity securities, because our assets would be owned by a larger pool of outstanding equity. We may need to raise additional capital through public or private offerings of our common stock or other securities that are convertible into or exercisable for our common or preferred stock. We may also issue such securities in connection with hiring or retaining employees and consultants (including stock options issued under our equity incentive plans), as payment to providers of goods and services, in connection with future acquisitions or for other business purposes. Such issuances may have a further dilutive effect. Also, the future issuance of any such additional shares of common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that any such future issuances will not be at a price (or exercise prices) below the price at which shares of the common stock are then traded.

Our operating costs could be adversely affected by inflationary pressures especially to labor and fuel costs.

The global economy is currently in a period of high commodity prices and as a result, the mining industry is attempting to increase production. This has caused significant upward price pressures in the operating costs of mining companies especially in the area of skilled labor. The skilled labor needed by the mining industry is in tight supply and its cost is increasing. Many of our competitors have lower costs and their mines are located in better locations that may give them a competitive advantage in employee hiring and retention.

The cost of fuel to operate machinery and generate electricity is closely correlated to the price of oil and energy. Over the past two (2) years, the price of oil has risen significantly and has increased the operating cost of mines dependent on fuel to run their business. Continued upward price pressures in our operating costs may cause us to generate significantly less operating cash flows than expected which would have an adverse impact to our business.

We will continue to incur losses for the foreseeable future.

Prior to completion of the development and pre-production stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur continuing and significant losses until such time as we achieve commercial production from our mining operations on our mineral claims. As a result of continuing losses, we may exhaust all of our resources and be unable to complete development of our planned mining operations. Our accumulated deficit will continue to increase as we continue to incur losses. We may not be able to generate profits or continue operations if we are unable to generate significant revenues from future mining of the mineral claims and our business will most likely fail. We expect such losses or the monthly burn rate to be in the range of $ 40,000 to $60,000.

Risks Related To Our Common Stock

There currently is only a minimal public market for our Common Stock. Failure to develop or maintain a trading market could negatively affect the value of our Common Stock and make it difficult or impossible for you to sell your shares.

There currently is only a minimal public market for shares of our Common Stock and an active market may never develop. Our Common Stock is quoted on the OTC Markets. The OTC Markets is a thinly traded market and lacks the liquidity of certain other public markets with which some investors may have more experience. We may not ever be able to satisfy the listing requirements for our Common Stock to be listed on an exchange, which are often a more widely-traded and liquid market. Some, but not all, of the factors which may delay or prevent the listing of our Common Stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our Common Stock may not be sufficiently widely held; we may not be able to secure market makers for our Common Stock; and we may fail to meet the rules and requirements mandated by the several exchanges and markets to have our Common Stock listed.

We cannot assure you that the Common Stock will become liquid or that it will be listed on a securities exchange.

Until our Common Stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq Stock Market, we expect our Common Stock to remain eligible for quotation on the OTC Markets. In those venues, however, an investor may find it difficult to obtain accurate quotations as to the market value of our Common Stock. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our Common Stock, which may further affect the liquidity of the Common Stock. This would also make it more difficult for us to raise capital.

The application of the “penny stock” rules could adversely affect the market price of our common shares and increase your transaction costs to sell those shares.

The United States Securities and Exchange Commission (the “SEC”) has adopted rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

that a broker or dealer approve a person’s account for transactions in penny stocks, and

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of the person, and

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

sets forth the basis on which the broker or dealer made the suitability determination and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

The market price for our common shares is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our share price. You may be unable to sell your common shares at or above your purchase price, which may result in substantial losses to you.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products and services. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

We do not pay dividends on our Common Stock.

We have not paid any dividends on our common stock and do not anticipate paying dividends in the foreseeable future. We plan to retain earnings, if any, to finance the development and expansion of our business.

Failure To Achieve And Maintain Effective Internal Controls In Accordance With Section 404 Of The Sarbanes-Oxley Act Of 2002 Could Have A Material Adverse Effect On Our Business And Stock Price.

Section 404 of the Sarbanes-Oxley Act of 2002 (“the Sarbanes-Oxley Act”) requires that we establish and maintain an adequate internal control structure and procedures for financial reporting and include a report of management on our internal control over financial reporting in our annual report on Form 10-K. That report must contain an assessment by management of the effectiveness of our internal control over financial reporting and must include disclosure of any material weaknesses in internal control over financial reporting that we have identified.

Rule 144 Related Risk.

The SEC adopted amendments to Rule 144 which became effective on February 15, 2008 that apply to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that: (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding a sale, (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and (iii) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

1% of the total number of securities of the same class then outstanding; or

the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

Restrictions on the reliance of Rule 144 by Shell Companies or former Shell Companies.

Historically, the SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies, like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:

The issuer of the securities that was formerly a shell company has ceased to be a shell company,

The issuer of the securities is subject to the reporting requirements of Section 14 or 15(d) of the Exchange Act,

The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

As a result, it is likely that pursuant to Rule 144, stockholders who receive our restricted securities in a business combination will not be able to sell our shares without registration until one year after we have completed our initial business combination.

Item 1B. Unresolved Staff Comments

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Properties.

See our mining properties in Item 1 Business. In addition, we lease office space from our President at no charge to us under an oral arrangement between the parties.

Item 3. Legal Proceedings.

The Company is not presently a party to any material litigation nor, to the knowledge of Management, is any litigation threatened against the Company, which may materially affect the business of the Company or its assets.

Item 4. Mine Safety Disclosures.

Mining operations and properties in the United States are subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers are required to disclose specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities.

During the period ended May 31, 2013, we did not conduct mining operations nor maintain any mining properties in the US. Consequently we were not subject to any health or safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities during the period ended May 31, 2013.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information OTC Markets

Our common stock currently trades on the OTC Markets under the symbol “AIVN”. The table below sets forth, for the fiscal quarters indicated, the high and low bid prices per share of our common stock as reflected on the pink sheets. The quotations represent inter-dealer prices without adjustment for retail markups, markdowns or commissions, and may not necessarily represent actual transactions.


Quarterly Period	High		Low
Fiscal year ended May 31, 2013:
First Quarter		$0.52		$0.23
Second Quarter		$0.44		$0.22
Third Quarter		$0.51		$0.30
Fourth Quarter		$0.38		$0.12

Fiscal year ended May 31, 2012:
First Quarter		$0.03		$0.03
Second Quarter		$0.02		$0.02
Third Quarter		$0.15		$0.15
Fourth Quarter		$0.27		$0.23

Due to the price of our common stock, as well as the fact that we are not listed on NASDAQ or a national securities exchange, our stock is characterized as a “penny stock” under applicable securities regulations. Our stock will therefore be subject to rules adopted by the SEC regulating broker-dealer practices in connection with transactions in penny stocks. The broker or dealer proposing to effect a transaction in a penny stock must furnish the customer a document containing information prescribed by the SEC and obtain from the customer an executed acknowledgement of receipt of that document. The broker or dealer must also provide the customer with pricing information regarding the security prior to the transaction and with the written confirmation of the transaction. The broker or dealer must also disclose the aggregate amount of any compensation received or receivable by him in connection with such transaction prior to consummating the transaction and with the written confirmation of the trade. The broker or dealer must also send an account statement to each customer for which he has executed a transaction in a penny stock each month in which such security is held for the customer’s account. The existence of these rules may have an effect on the price of our stock, and the willingness of certain brokers to effect transactions in our stock.

Transfer Agent

Interwest Transfer Company, Inc. (“Interwest”) is our transfer agent for our common stock. The principal office of Interwest is located at 1981 Murray Holladay Road, Suite 100, Salt Lake City, UT 84117 and its telephone number is (801) 272-9294.

Equity Compensation Plan Information

On March 23, 2012, the Company’s Board of Directors approved the 2012 Stock Option Plan (the “Plan”), which was approved by the shareholders on November 9, 2012. Members of the Board of Directors each received five hundred thousand (500,000) options to purchase Company common stock at an option price of $0.36 for a total of one million five hundred thousand. (1,500,000).

Recent Sales of Unregistered Equity Securities

During the twelve months ending May 31, 2013, we issued 15,755,000 shares of common stock as follows:

7,310,000 shares of our common stock accompanied by 3,655,000 warrants to acquire our common stock at $1.00 per share to accredited investors for $913,750 in cash:

1,100,000 common shares to our three Directors for services rendered in fiscal year 2012.

5,175,000 common shares to consultants for services.

120,000 common shares to Natchez Pass LLC for a thirty day option to acquire a mining property.

50,000 common shares to acquire for the North Star claim.

1,000,000 common shares were issued in conjunction with the planned venture to develop a mining claim. The venture was not finalized.

500,000 common shares to Eduardo Lino Boullosa Alvarez, 200,000 common shares to Thelma Cecena Bustamante, 100,000 common shares to Briana Boullosa Cecena, 100,000 common shares to Lino Manolo Boullosa Alvarez and 100,000 common shares to Eduardo Boullosa Ceena as part of the agreement for the acquisition of leases in Baja California, Mexico.

Each investor was an accredited investor and agreed to hold such shares for investment purposes. In addition, the shares issued to the investor contained a restricted legend. All of the securities issuances referred to above were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Act”) or the rules and regulations promulgated there under, including Regulation D and Rule 701.

Issuer Repurchases of Equity Securities

None.

Issuer Repurchases of Equity Securities

None.

Item 6. Selected Financial Data.

Not applicable.

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

Management’s discussion and analysis of financial condition, changes in financial condition and results of operations is provided as a supplement to the accompanying consolidated financial statements and notes to help provide an understanding of the Company’s financial condition and results of operations.

Recent Events

As reported on our Form 8-K filed on July 15, 2013 effective July 5, 2013, Mr. Brendan Nash resigned as Chief Executive Officer of the Company.

Overview

At this time, our primary focus is on gold and silver properties. Gold and silver properties are wasting assets. They eventually become depleted or uneconomical to continue mining. Currently, we have produced nominal amounts of gold or silver from our properties. We are in the exploration stage and potential investors should be aware of the difficulties normally encountered by enterprises in the exploration stage. Our ability to become and remain profitable over the long term depends on our ability to finalize the design, permit, development and profitable extraction and recovery of mineral resources beyond our current planned mine life. If our ability to expand the operations beyond their current planned mined lives doesn’t occur we may seek to acquire other precious and base metals properties beyond our current properties. The acquisition of precious and base metals properties and their exploration and development are subject to intense competition. Companies with greater financial resources, larger staff, more experience and more equipment for exploration and development may be in a better position than us to compete for such mineral properties.

As of fiscal year ended May 31, 2013, we have earned no revenues from our operations and have relied on equity and debt financing to fund our operations.

We are considered an exploration stage company for accounting purposes because we have not demonstrated the existence of proven or probable reserves. In accordance with accounting principles generally accepted in the United States of America, all expenditures for exploration and evaluation of our properties have been expensed as incurred. Furthermore, unless our mineralized material is classified as proven or probable reserves, substantially all expenditures have been or will be expensed as incurred. Since substantially all of our expenditures to date have been expensed and we expect to expense significant expenditures during the fiscal year 2013, most of our investment in mining properties do not appear as an asset on our balance sheet.

We must obtain additional financing to continue our operations. There can be no guarantee that we will be able to obtain additional funding on terms that are favorable to the Company or at all. As an exploration stage company, the Company has no current ability to generate revenue and no plans to do so in the foreseeable future. Our assets consist of cash, prepaid expenses, nominal equipment and certain mineral property interests. There can be no assurance that we will obtain sufficient funding to continue operations, or if, we do receive funding, to generate revenues in the future or to operate profitably in the future. These conditions raise substantial doubt about our ability to continue as a going concern.

Results of Operations.

Revenue

The Company had no revenues during either the year ended May 31, 2013 or the period ended May 31, 2012.

We do anticipate earning revenues for the next fiscal year. We can provide no assurance that we will obtain additional funding to optimize our potential.

Operating expenses

We incurred operating expenses in the amount of $5,897,868 for the year ended May 31, 2013, whereas we incurred $275,990 during the period ended May 31, 2013. The significant increase reflects significant equity based compensation during the year ended May 31, 2013, whereas previously there was none.

Interest Expense

Interest expense for the year ended May 31, 2013 and the period ended May 31, 2012 were $26,212 and $0, respectively. The increased interest expense on loans incurred at end of fiscal year 2012 for the acquisition of mining claims.

Provision for Income Taxes

The Company incurred taxable losses in the year ended May 31, 2013 and the period ended May 31, 2012 and, consequently, no provision was required for income taxes.

Other Income

During the year ended May 31, 2013, the Company had other income of $50,000 which represents the payment received under the Option Agreement with Patriot Gold. The Company received a comparable $ 45,000 payment in the period ended May 31, 2012. During the year ended May 31, 2013 the Company also had $461,550 from the revaluation to fair value of warrants classified as liabilities. There was none in the previous period.

Net Loss

The Company incurred a net loss of $5,412,524 for the year ended May 31, 2013 as compared to net loss of $230,874 for the period ended May 31, 2012.

Liquidity and Capital Resources

As shown in the accompanying financial statements, we have experienced losses since Inception (January 25, 2012), and as of May 31, 2013, have a working capital deficit of $95,972, recurring negative cash flows from operations and presently do not have sufficient resources to meet our outstanding liabilities or accomplish our objectives during the next twelve months.

As of the fiscal year ended May 31, 2013, we had total assets of $1,889,929, including net fixed assets of $557,780, and mining claims of $1,321,707. Our current liabilities totaled $106,414, our long term debt was $357,993, there was a 543,000 warrant liability; and stockholders' equity amounted to $882,522.

In our audited financial statements for the fiscal year ended May 31, 2013 contained in our Annual Report on Form 10-K, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.

Our present plans to overcome these difficulties, the realization of which cannot be assured, include, but are not limited to, continuing efforts to raise new funding in the public and private markets, to sell some or all of our assets.

There is no assurance that commercially viable mineral deposits exist in sufficient amounts in our areas of exploration to justify exploitation. Further exploration will be required before a final evaluation as to the economic and legal feasibility of the mining rights we own can occur. Because we are still in our exploration stage, we have no revenues and have had only losses since our inception. We have made no commitments for capital expenditures over the next 12 months.

Depending on market conditions and the options available to us, we may attempt to enter into a joint venture with an operating company on the Nevada claims, or we may seek equity or debt financing (including borrowing from commercial lenders) or we may consider a sale of the Company or its assets.

We do not intend to hire any additional employees at this time. All of the work related to our business will be conducted by our current employees and independent contractors. To the extent we receive funding, this is likely to change.

All of the Company’s plans are predicated on the Company’s ability to raise sufficient capital to implement and complete such plan, which we cannot assure will occur in a timely manner, on terms acceptable to the Company, or at all. Because the exploration phase of our business plan is essentially a research and development activity, the results of our exploration activities will have a significant effect on our future business model. This model can change substantially based upon our exploration activities, liquidity position or other factors. Accordingly, estimating expenditures is an imprecise process, made even more so by the unpredictable nature of our business plan. We believe it would, therefore, not be helpful to estimate beyond the next 12 months. Even these estimates are subject to change depending on our ability to raise additional capital and execute our business plan in accordance with our estimates.

For the period ended May 31, 2013, we raised a total of $913,750 through sale of shares of our common stock and warrants. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from sales of our common stock or through sales of additional convertible promissory notes or otherwise to meet our obligations over the next twelve (12) months.

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

Not Applicable.

Item 8. Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors

American International Ventures, Inc.

We have audited the accompanying consolidated balance sheets of American International Ventures, Inc. (an exploration stage company) as of May 31, 2013 and 2012, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended May 31, 2013 and for the period from January 25, 2012 (date of formation of exploration stage company) to May 31, 2012. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of American International Ventures, Inc. (an exploration stage company) as of May 31, 2013 and 2012, and the results of its operations and cash flows for the year ended May 31,2013 and the period January 25, 2012 to May 31, 2012 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 4 to the consolidated financial statements, at May 31, 2013 the Company had no established source of revenue, and had suffered losses of $5,412,524 since formation. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. Management's plans in regards to these matters are also described in Note 4. The financial statements do not include any adjustments to reflect the effects of the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

December 13, 2013

/s/Jeffrey & Company

Jeffrey & Company

CERTIFIED PUBLIC ACCOUNTANTS


AMERICAN INTERNATIONAL VENTURES, INC. (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS
	May 31, 2013	May 31, 2012
ASSETS
Current Assets
Cash	$ 10,442	$ 71,413
Total current assets	10,442	71,413

Fixed Assets
Vehicles	127,468	106,496
Mining equipment	528,999	461,901
Total assets	656,467	568,397
Less accumulated depreciation	(98,687)	(4,241)
Net fixed assets	557,780	564,156

Other Assets
Escrow and other advances	-	719,000
Mining claims	1,321,707	718,000
Total other assets	1,321,707	1,437,000

TOTAL ASSETS	$ 1,889,929	$ 2,072,569

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$60,281	$ 110,023
Current portion of notes payable	11,133	10,603
Convertible notes	35,000	-
Total current liabilities	106,414	120,626

Long Term Liabilities
Long Term Portion of debt	$357,993	341,397
Warrant liability	543,000

Total long term liabilities	900,993	341,397

Total Liabilities	1,007,407	462,023

Stockholders' Equity

Common stock - authorized, 400,000,000 shares of $.00001 par value; issued and outstanding 204,220,044 and 188,465,044 shares, respectively	2,042	1,885
Additional paid in capital	6,523,878	1,839,535
Loss accumulated during exploration stage	(5,643,398)	(230,874)
Total stockholders’ equity	882,522	1,610,546
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 1,889,929	$ 2,072,569

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



AMERICAN INTERNATIONAL VENTURES, INC. (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS

	Year 2013	Period From January 25, 2012 To May 31, 2012	Period From January 25,2012 To May 31, 2013

Sales	$ -	$ -	$ -

Expenses	5,897,868	275,990	6,173,858
Operating loss	(5,897,868)	(275,990)	(6,173,858)
Other Income and Expense:
Interest income	6	116	122
Interest expense	(26,212)	-	(26,212)
Option income	50,000	45,000	95,000
Warrant revaluation	461,550	-	461,550

Total other income	485,344	45,116	536,460

Net Loss	$ (5,412,524)	$ (230,874)	$ (5,643,398)

Net Loss Per Share – Basic and Diluted	$ (.03)	$ -

Weighted Average Number of Shares Outstanding	198,335,498	109,373,390

The accompanying notes are an integral part of financial statements.


AMERICAN INTERNATIONAL VENTURES, INC. (An Exploration Stage Company) CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY For the Period January 25, 2012 (Date of Formation) to May 31, 2013

	Common Shares		Paid In	Accumulated
	Number	Par Value	Capital	Deficit	Total
Balance, January 25, 2012	-	$ -	$ -	$ -	$ -

Shares issued to founders	38,500,000	38,500	(38,500)	-	-

Shares issued for cash	24,350,000	24,350	462,650	-	487,000

Shares issued for mining claims acquired from company under common control	100,000,000	100,000	(100,000)	-	-

Shares issued for mining claims	400,000	400	159,600	-	160,000
Loss prior to reverse acquisition	-	-	-	(60,360)	(60,360)
Balance, March 23, 2012	163,250,000	163,250	483,750	(60,360)	586,640
Recapitalization as part of reverse acquisition	19,345,044	(161,424)	195,844	-	34,420


Transactions after reverse acquisition:

Shares issued for cash	3,020,000	30	414,970	-	415,000

Shares issued for mining claims	600,000	6	154,994	-	155,000

Shares issued to secure escrow agreements	2,250,000	23	554,977	-	555,000

Warrants issued to secure escrow agreements	-	-	35,000	-	35,000

Loss since reverse recapitalization	-	-	-	(170,514)	(170,514)
Balance, May 31, 2012	188,465,044	1,885	1,839,535	(230,874)	1,610,546


Shares issued for cash	7,310,000	73	913,677	-	913,750

Shares issued for abandoned claims	1,120,000	11	347,989	-	348,000

Shares issued as lease incentive	1,000,000	10	369,990	-	370,000

Other shares for service	6,275,000	63	2,236,187		2,236,250

Fair value of options granted			495,000		495,000

Fair value of warrants issued as compensation			300,000		300,000

Shares issued for mining claim acquisition	50,000	-	21,500	-	21,500

Loss for year	-	-	-	(5,412,524)	(5,412,524)
Balance, May 31, 2013	204,220,044	$2,042	$6,523,878	$(5,643,398)	$ 882,522

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


AMERICAN INTERNATIONAL VENTURES, INC. (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS YEAR ENDED May 31, 2013
	Year Ended May 31, 2013	Period January 25, 2012 (Date of Formation) To May 31, 2012	Period From January 25, 2012 (Date of Formation) to May 31, 2013)
Cash Flows From Operating Activities:
Net loss	$(5,412,524)	$(230,874)	$ ( 5,643,398)
Adjustments to reconcile net loss to net cash consumed by operating activities:
Charges not requiring an outlay of cash:
Impairment	300,000		300,000
Depreciation	94,446	4,241	98,687
Interest charge related to debt discount	209		209
Deposit writeoff	118,000		118,000
Warrant issued for services	1,004,550		1,004,550
Revaluation of warrant issued for services	(461,550)		(461,550)
Equity items issued for services	2,731,250		2,731,250
Shares for abandoned claims	348,000		348,000
Shares in conjunction with lease	370,000		370,000

Changes in assets and liabilities:
Increase in accounts payable and accrued expenses	10,258	28,323	38,581
Increase in convertible notes	10,000		10,000

Net cash consumed by operating activities	(887,361)	(198,310)	(1,085,671)

Cash Flows From Investing Activities:
Purchases of fixed assets	(73,070)	(508,397)	(581,467)
Purchases of mining claims	(13,800)	(133,000)	(146,800)
Advances for escrow	-	(29,000)	(29,000)
Adjustment to escrow			-
Cash received as part of reverse recapitalization	-	38,120	38,120

Net cash consumed in investing activities	(86,870)	(632,277)	(719,147)

Cash Flows From Financing Activities:
Proceeds from sales of common stock	913,750	902,000	1,815,750
Proceeds of convertible note	10,000		10,000
Payments on financing lease	(10,490)		(10,490)

Net Cash provided by financing activities	913,260	902,000	1,815,260

Net change in cash	(60,971)	71,413	10,442

Cash balance, beginning of year	71,413	-	-

Cash balance, end of year	$10,442	$71,413	$10,442

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

AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

Note 1. ORGANIZATION AND BUSINESS

Organization

On March 23, 2012 the Company entered into a Share Exchange Agreement with the shareholders of Placer Gold Prospecting, Inc. (Placer) under which 163,250,000 shares of Company common stock was exchanged for an equal number of shares of Placer common stock. This share exchange agreement has been treated as a reverse recapitalization, under which the legal acquiree (Placer) is treated as the accounting acquiror and the equity accounts of the Company are adjusted to reflect a reorganization. Inasmuch as Placer is treated as the accounting acquiror, whenever historical financial information is presented, it will be Placer information. Placer was organized January 25, 2012.

The Company is in the business of mining for precious metals. It is currently an exploration stage company as set forth in Securities and Exchange Commission (SEC) Industry Guide #7 and, accordingly, expenses all exploration costs until proven and probable reserves are established.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Cash

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

b. Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, which include cash equivalents, accounts payable and accrued expenses, and notes payable, approximate their fair values at May 31, 2013.

c. Income (Loss) Per Share

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders for the period by the weighted average number of shares of common stock outstanding during that period. During periods in which a net loss has occurred, outstanding options, warrants, and convertible notes are excluded from the calculation of weighted average number of shares outstanding as their inclusion would be antidilutive.

d. Income Taxes

The Company accounts for income taxes in accordance with current accounting guidance, which requires the use of the “liability method”. Accordingly, deferred tax liabilities and assets are determined based on differences between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the income that is currently taxable.

e. Marketable Securities

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

f. Fixed Assets

Fixed assets are recorded at cost. Depreciation is computed by using the straight line method, with useful lives of seven years for mining equipment and five years for vehicles.

AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

g. Use of Estimates

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

h. Advertising Costs

The Company expenses advertising costs when the advertisement occurs. There was no advertising expense during the year ended May 31, 2013 or the period from January 25, 2012 to May 31, 2012.

i. Segment Reporting

The Company is organized in one reporting and accountable segment.

j. Recognition of Revenue

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

k. Stock Based Compensation

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

l. Exploration Stage Accounting

The Company is an exploration stage company, as defined in pronouncements of the Financial Accounting Standards Board (FASB) and Industry Guide #7 of the Securities and Exchange Commission. Generally accepted accounting principles govern the recognition of revenue by an exploration stage enterprise and the accounting for costs and expenses. From formation (January 25, 2012) to May 31, 2013, the Company has been in the exploration stage and all its efforts have been devoted to acquiring mining claims, mapping, and assaying. No revenue has been realized through May 31, 2013, except for the receipts of property option payments of $50,000 for the year ended May 31, 2013 and $45,000 for the period from January 25, 2012 to May 31,2012 - see Note 6.

m. Investments in Mining Claims

Mining claims held for development are recorded at the cost of the claims, plus related acquisition costs. These costs will be amortized when extraction begins.

n. Mine Development Costs

Mine development costs include engineering and metallurgical studies, and other related costs to delineate an ore body, the removal of overburden to initially expose an ore body at open pit surface mines and the building of access ways, shafts, lateral access, drifts, ramps and other infrastructure at underground mines. Costs incurred at a mine site before proven reserves have been established are expensed as mine development costs. At the point proven reserves have been established at a mine site, such costs will be capitalized and will be written off as depletion expense as the minerals are extracted.

As of May 31, 2013, none of the mine concessions met the requirements for proven reserves; development costs are therefore expensed.

AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

o. Impairment

The Company performs a review for potential impairment of long-lived assets whenever an event or changes in circumstances indicates that the carrying value of an asset may not be recoverable.

p. New Accounting Pronouncements

The Company does not believe the adoption of recently issued pronouncements will have a significant effect on Company results of operations, financial position, or cash flows.

Note 3. RELATED PARTY TRANSACTIONS

During the year ended May 31, 2013, the Company issued 1,100,000 shares of Company stock valued at $416,000 and awarded 1,500,000 options exercisable at $0.36 a share valued at $495,000, to its directors.

The Company also issued 50,000 shares to the Company president at the time of the transaction in conjunction with the acquisition of a mining claim.

The president of AIVN de Mexico owns the land where AIVN de Mexico has its mining camp. The Company paid $9,800 during the year in rent.

During the period January 25, 2012 (date of formation of Placer) to May 31, 2012, the Company issued 100,000,000 shares to its primary shareholder as consideration for mining claims contributed to the Company. The Company also purchased the Golden Eagle #2 site (702.3 acres) from the Company’s former President for consideration of 2,000,000 shares of common stock, and $101,000 in cash and a note payable, for a total consideration of $601,000. The Company also issued 27,100,000 shares to certain of our officers and directors who also were the founders of Placer Gold Prospecting Inc. One the Company's directors paid cash ($120,000) for 6,000,000 shares of Company stock.

Note 4. GOING CONCERN AND LIQUIDITY

As shown in the accompanying financial statements, the Company has experienced a loss since its formation of $5,643,398, and presently does not have sufficient resources to meet its outstanding liabilities or accomplish its objectives during the next twelve months. This lack of liquidity raises substantial doubt about the ability of the Company to continue as a going concern. Management's current plans to overcome this problem, the realization of which cannot be assured, include development of the Company's Mexican mining claims and securing financing to support these development plans.

AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

Note 5. MINING CLAIMS

The main activity of the Company will be the exploitation of mineral resources from its mining claims. Since its inception, the Company has acquired mining claims, listed below, and is currently exploring these claims and expects to begin exploiting them during the next year. The current exploitation efforts are focused on mining claims in Mexico, which were leased in January and March, 2013.



Mine	Type	Acres	Acquisition Date
Capatola	Patented	15.5	3/8/12
Capatola	Unpatented	40	3/8/12
Stud #1 #2	Unpatented	41.3	3/14/12
TNT #1 & #2	Unpatented	41.3	3/14/12
El Tule Canyon	Unpatented	3,070	3/14/12
Bull Frog (Gold Valley)	Unpatented	100	3/2/12
Gypsy	Unpatented	160	3/2/12
Reward Monster	Unpatented	80	3/2/12
Virgilia	Patented	60	3/2/12
Indian Mines	Patented	122	3/14/12
Placeritas	Unpatented	480	4/30/12
Turner Ranch (Bull Frog #2)	Patented	39.3	4/30/12
American Metallic	Unpatented	20.7	5/9/12
Bullfrog #3	Unpatented	80	5/15/12
Golden Eagle	Patented	702.3	6/3/12
Golden Eagle	Unpatented	40	6/3/12
North Star	Unpatented	40	8/2/12

Title to the 40 acre North Star claim has not been perfected. The Company is pursuing the matter through legal means and expects resolution shortly. As noted above, this claim was acquired August 2, 2012 in return for 50,000 shares of Company common stock, valued at $21,500.

Note 6. ESCROW AND OTHER ADVANCES

During April 2012, the Company entered into two contracts to acquire mining claims, which had not closed as of May 31, 2012. To secure these transactions, the Company made advances against one contract and made escrow deposits for the other contract.

The transaction for which escrow deposits were made closed on June 3, 2012, involving the purchase of a 742.3 acre parcel for $1,000 in cash, a $100,000 promissory note and 2,000,000 shares of Company common stock valued at $500,000. The second proposed acquisition did not close because of problems with the seller's title. The Company refused to make scheduled payments on this contract and forfeited deposits previously made. These deposits consisted of cash of $28,000, 250,000 shares of Company common stock, valued at $55,000, and 250,000 warrants to purchase Company common stock, which were valued at $35,000.

AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

Note 7. PROPERTY OPTION AGREEMENT

On April 1, 2009, the Company entered into a Property Option Agreement with Patriot Gold Corporation (“Patriot”) whereby Patriot may acquire an undivided right in the Company’s patented Bruner claim, subject to an existing 2% net smelter return in favor of the prior property owners and a 1.5% net smelter return reserved by the Company. The option requires annual payments to the Company ranging from $45,000 to $60,000, due on or before April 1 of each year, with a final payment of $1,185,000 due on or before April 1, 2016, for a total payment amount of $1,500,000. A payment of $50,000 was received during the current year. Patriot also has the right to prepay all of the scheduled option payments, at which time it would acquire a 100% interest in the property. It also has the right until thirty days after beginning mine construction to purchase from the Company the 1.5% smelting right for $500,000. During the option period, Patriot has the right of access to enter upon and take possession of and prospect, explore and develop the property in such manner as Patriot in its sole discretion may deem advisable, subject to certain conditions. The option is terminable at any time by Patriot.

Note 8. NOTES PAYABLE.

As part of the consideration for the acquisition of certain mining claims, the Company issued promissory notes, as follows:



Claim	Current Portion	Long - Term	Term of Note
Note for acquisition of Turner Ranch mining claim	-	$ 252,000	Principal due at the end of three years (on April 30, 2015), with interest at 5% per annum

Note for acquisition of Golden Eagle #2 mining claim	-	67,615	Principal due three years from time of closing of escrow (July 2, 2012); the debt is non-interest bearing but interest has been imputed @16%; payments of $874 are due each month with the balance of $67,615 due at maturity.

Equipment financing lease	11,133	38,378	Principal on 6,55% equipment lease is due June 1, 2018
	$11,133	$ 357,993

The following is a table of payment requirements associated with this debt:


Fiscal Year Ended
May 31, 2014	11,133
May 31, 2015	331,500
May 31, 2016	12,684
May 31, 2017	13,809
	$369,126

AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

Note 8. WARRANT LIABILITY

During the year ended May 31, 2013, the Company issued 2,715,000 warrants to an investment banker, which had "full-ratchet anti-dilution protection" . In accordance with pronouncements of the FASB, these warrants were initially valued at $1,004,550 and have been classified as a liability. They will be periodically revalued by use of a Black Scholes valuation model. Changes in the value will be recorded on the statement of operations. During the year ended May 31, 2013, the value was reduced to $543,000.

Note 10. STOCK OPTIONS

In January 2005, the Board of Directors approved a stock option plan under which options to purchase 2,000,000 shares of common stock could be issued to key employees and key consultants as determined by the Board of Directors. Options issued prior to March 23, 2012 continue to be obligations of the Company. During 2005, 1,800,000 options were issued to five directors and a consultant of the Company, all of which were immediately vested. Each option allows the recipient to purchase shares at an exercise price of $.10 per share. An additional 300,000 options were granted to the then Company President during the year ended May 31, 2006 at an exercise price of $.17 per share, all of which have vested. The value of all of these options was expensed in prior years. On January 10, 2007, one of the option recipients resigned and, under the terms of the plan, his 300,000 options were terminated July 10, 2007. During the year ended May 31, 2009, two of the directors resigned and 600,000 options were cancelled on May 29, 2011, in accordance with the terms of the grants.

During the year ended May 31, 2010, the Company modified the exercise price and extended the exercise period for the 1,500,000 options that remained outstanding at that time. In addition, 200,000 options were issued to new directors on September 29, 2009. These additional options have fully vested. The value of the modification and of the additional options has been expensed in the year the modification and grant occurred.

The following is a recap of options activity during the year ended May 31, 2013:


		Weighted
	Number	Average
	of	Exercise
	Options	Price
Options outstanding at January 25, 2012	1,400,000	$.05
Options granted during under the 2012 plan	1,500,000	$.36
Options exercised or cancelled	-	-
Options outstanding and exercisable at May 31, 2013	2,900,000	$.21
Weighted average remaining life of outstanding options – years	2.92

During fiscal year 2013, the Company shareholders adopted the 2012 option plan, as approved in accordance with Delaware Corporation General Law, by which the Board can issue 5,000,000 options to purchase common stock. Under the plan 1,500,000 options were granted.

The weighted average fair value of options granted during the years was $.33. The fair value of options was estimated on the date of grant using a Black-Scholes valuation model.

The assumptions used in developing the fair value were as follows:


Stock volatility	178.52%
Expected life	5 Years
Dividends	None
Risk free rate	1.49%

AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

Note 11. STOCK AND PAID IN CAPITAL

The following schedule summarizes shares and related additions to paid in capital:


	Shares	Amount

Balance May 31, 2012	188,465,044	$1,841,420
Shares sold for cash	7,310,000	913,750
Shares issued for services	6,275,000	2,236,250

Shares issued for abandoned claims	1,120,000	348,000
Shares issued in conjunction with lease	1,000,000	370,000
Shares issued for mining claims	50,000	21,500

Fair value of options granted	-	495,000
Value of warrants as compensation		300,000

Shares issued to secure escrow agreements
Balance May 31, 2013	204,220,044	6,525,920

Note 12. SHARES ISSUED FOR SERVICES

During the fiscal year ended May 31, 2013, the Company issued 1,100,000 shares of common stock to its directors for services rendered, which were valued at $432,000. In addition, during that same period, the Company issued 5,175,000 shares of common stock to various consultants for services rendered, which were valued at $1,804,250.

The following applies to the stated common stock issued for services:


Shares issued for services	$ 2,236,250
Fair value of options granted	495,000
Equity items issued for services per Cash Flow Statement	$ 2,731,250

Note 13. WARRANTS

There were 7,620,000 warrants outstanding at May 31, 2013, as detailed below:.


Number of Warrants	Exercise Price	Weighted Life (in Years)
250,000	$0.25	1.00


1,150,000	1.00	.12
605,000	1.00	.37
1500,000	1.00	.62
400,000	1.00	.87
2,715,000	0.125	4.21
1,000,000	0.40	.7

Each of the warrants, except the one described in Note 9, has a provision allowing the Company to redeem it for $.00001 per warrant on 30 days notice.

AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

Note 14. RENTALS UNDER OPERATING LEASES

The Company conducts its operations from the home of one of its officers. There is no rental agreement for the use of the office. If rent were charged, the amount would be insignificant.

The Company now leases mining claims in Mexico. These leases were executed during January and March 2013. The rental expense for the claims was $2,100 in the year ended May 31, 2013. The Company also paid rent on a monthly lease for office space in Mexico ($9,800) and on a car lease expiring in December 2014 ($16,056).

The commitments under these leases are as follows:


Years Ended May 31,		Amount
2014		$22,056
2015		15,366
2016		4,800
2017		2,000

Note 15. CONVERTIBLE DEBT

The Company has approved a $1,250,000 Convertible Note Issuance, at 16%, convertible to Company stock at $.20 per share. As of May 31, 2013, the Company had issued $35,000 of these notes.

Note 16. INCOME TAXES

The Company has experienced losses during most years since its inception. As a result, it has incurred no Federal income tax. The Internal Revenue Code allows net operating losses (NOL’s) to be carried forward and applied against future profits for a period of twenty years; an NOL of $3,167,103 had accumulated at May 31, 2013 and has been carried forward. 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 carryforwards will expire as detailed below.



Year Ended May 31,	Amount
2017	$102,907
2018	154,637
2019	72,578
2020	28,123
2021	124,157
2022	137,570
2023	80,079
2024	161,194
2025	217,636
2026	156,448
2027	55,133
2028	32,333
2030	8,065
2032	230,874
2033	1,605,369

AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

Note 16. INCOME TAXES (continued)

Under current accounting guidance, recognition of deferred tax assets is permitted unless it is more likely than not that the assets will not be realized. The Company has recorded deferred tax assets using statutory rates, as presented below. The valuation reserve increased by $240,806 during the year ended May 31, 2013.



	Total
Deferred Tax Assets	$ 475,066
Realization Allowance	(475,066)
Balance Recognized	$ -

The effective tax rate is as follows:



Statutory Federal Rate	34%
Effect of Valuation Allowance	(34%)
Effective Rate	0%

Note 17. SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

The Company made cash payments for interest of $12,600 and $1,050 during the years ended May 31, 2013 and the period January 25 to May 31, 2012. The Company did not make any cash payments for income taxes during either of those periods.

The following non-cash financing and investing activities took place during the period January 25, 2012 (date of formation) to May 31, 2012:

The Company financed the acquisition of a mining claim through the issuance of a three year 5% note for $252,000. The Company partially financed acquisitions of mining claims through the issuance of 1,000,000 shares of stock, valued at $315,000.

Assets were placed in escrow at May 31, 2012 to secure the acquisition of a mining claim. These assets included 2,000,000 shares of Company stock, valued at $500,000. Other assets were on deposit with the seller at May 31, 2012 to secure the acquisition of a second claim. These included 250,000 shares of Company stock, valued at $55,000, and 250,000 warrants to acquire Company stock, valued at $35,000.

A $60,000 portion of the fixed asset purchases was financed by the Company assuming accounts payable.

During the year ended May 31, 2013, the Company closed escrow on the claim acquisition that involved 2,000,000 shares of company stock.

The following additional non-cash investing activities took place during the year ended May 31, 2013.

The Company financed the acquisition of a mining claim with 50,000 shares of stock, valued at $21,500.

The Company refinanced an existing $60,000 payable stemming from prior year fixed asset acquisition with a five year, 6.55% equipment lease.

The Company partially financed the acquisition of a fixed asset with through the issuance of a convertible note issued during year.

AMERICAN INTERNATIONAL VENTURES, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

Note 18. ADMINISTRATIVE EXPENSES

Included within Administrative Expenses are the following:


	Pe
	Year Ended May 31, 2013	Period From January 25, 2012 to May 31, 2012

Consulting expense	$1,625,376	$ -
Director awards	911,000	-
Value of equity items for services	1,005,016	-
Value of equity item in exchange for stock investment	300,000	-
Lease expense, including stock issued as leases signing incentive	418,657	-
Value of stock issued for mining claim option	48,000	-
Escrow write off	118,000
Value of stock issued in conjunction with abandoned mining claim	300,000	-
Equipment relocation	111,495	-
Professional fees	273,243	25,223
Geology fees	78,655	82,820
Depreciation expenses	94,446	4,241
Office expenses	2,018	17,258
Marketing	-	11,940
Travel	21,117	24,321
Executive compensation	40,000	20,000
Repairs and maintenance	16,311	20,789
Parts and supplies	8,881	21,931
Labor costs	78,339	11,182

Note 19. SUBSEQUENT EVENTS

In June 2013, the Company issued 750,000 shares to its three directors for services.

The Company issued 200,000 shares of common stock to a third party for services rendered in permitting of mines for AIVN de Mexico.

During the quarter ended August 31, 2013, the Company sold an additional $70,000 of convertible notes.

On September 10, 2013, the Company extended until September 30, 2014 the exercise period for warrants exercisable at $1.00 that had original exercise periods that had expired at May 31, 2013.

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

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (the same individual) , we undertook an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934, Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that such disclosure controls and procedures were not effective to ensure (a) that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (b) that information required to be disclosed is accumulated and communicated to management to allow timely decisions regarding disclosure.

Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In making its assessment, our management, including the Chief Executive Officer and Chief Financial Officer, used the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our management has concluded that internal control over financial reporting was not effective as of May 31, 2013.

There were no changes in our internal controls over financial reporting during the fiscal period ended May 31, 2013 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

This annual report on Form 10-K for the fiscal period ended May 31, 2013 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 9B. Other Information.

None.

PART III

Item 10. Directors. Executive Officers. Promoters and Control Persons.

DIRECTORS AND EXECUTIVE OFFICERS.

The following table sets forth the names and ages of each of the persons designated to become members of the Board of Directors and Executive Officers effective upon closing of the Share Exchange



Name	Age	Positions and Offices to be Held
Jack Wagenti	76	Chairman, Interim President, CFO; Secretary; Treasurer;
Jerry Scott	76	Chief Operating Officer
Frederick Dunne, Jr.	68	Director
Arthur deWitt Ackerman	72	Director
Eduardo Lino Boullosa Alvarez	42	President AIVN de Mexico the Company’s Subsidiary

The directors named above will serve until the first annual meeting of our stockholders following completion of the Share Exchange or until their respective successors have been appointed and duly qualified. Thereafter, directors will be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement. There is no arrangement or understanding between any of the directors or officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current directors to our board. There are also no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of our affairs.

Jack Wagenti (76) was previously elected Chairman of the Board and Chief Executive Officer of US Precious Metals, Inc. in December 2007 and subsequently resigned in October 2008. Mr. Wagenti had been Chief Financial Officer/Secretary/Treasurer from May of 2002 until the December 2007 appointment. Mr. Wagenti was appointed again in August 2010 as Chairman of the Board, Secretary Treasurer and Chief Financial Officer of US Precious Metals, Inc. Mr. Wagenti resigned all positions in US Precious Metals, Inc. November 30, 2011. Mr. Wagenti has been Director of International Power Group since October of 2004 and resigned September 2008. From 1996 to May 2009, Mr. Wagenti has served in varying capacities of American International Ventures, Inc., a company trading on the Over the Counter Bulletin Board and Pink Sheet market. Mr. Wagenti resigned as a Director in May of 2009 as a Director of American International Ventures, Inc. Mr. Wagenti was reappointed to the board of American International Ventures, Inc. February 6, 2012 and all then present Officers and Directors resigned. Mr. Wagenti serves full time as interim Chief Executive Officer, Chief Financial Officer, Secretary Treasurer and Chairman of the Board for American International Ventures, Inc. with no salary. Mr. Wagenti’s experience in developing and growing companies led to the conclusion he should serve as a director of the Company.

Retired Major Jerry D. Scott (76) attended three (3) years of college at the University of Omaha & Mankato State Teachers college. Mr. Scott than entered the Air Force in 1958 and attained officer status by completing the cadet program. Mr. Scott flew on a Strategic Air Command crew as a Radar Navigator for 5 years in B-47's and 8 years in B-52's, which instilled in Jerry the need to be surrounded by and committed to professional and responsible individuals, all dedicated to accomplishing a common goal. Major Scott reluctantly retired as a regular Major after a tour in Vietnam with a medical disability and henceforth, entered the construction industry in 1973 and that has continued right up until today. Mr. Scott is planning, permitting and developing the set-up and infrastructure, such as mining camps, heavy equipment service and dispatch, pilot plant operations and all the necessary mining facilities in order to operate Placer Gold Prospecting projects for extraction of gold and silver ore at its Nevada mining sites. Mr. Scott is the President of Gold Construction, Inc., the Nevada Construction company set by Mr. Scott and his son to develop the Placer Gold Prospecting home base mining facilities in Beatty, Nevada. Mr. Scott also is Chief Operating Officer of American International Venture, Inc.

Frederick R. Dunne, Jr. (68) is managing member of Dunne & Associates, LLC, a law firm in Kearny, New Jersey. Mr. Dunne received his BA from Niagara University 1966 and his JD from Seton Hall University 1970. Mr. Dunne was admitted as an Attorney at Law in the State of New Jersey on November 28, 1972; to the United States District Court for the District of New Jersey on November 28,1972; to the State of New York on May 15, 1984; to the United States District Court for the District of Colorado on May 19, 1997; to the United States Court of Appeals for the Third Circuit on October 28, 1998; to the United States District Court for the Eastern District of New York on March 14, 2000 and the United States District Court for the Southern District of New York on March14, 2000. Mr. Dunne has served many elected or appointed positions in Kearny, North Arlington, and Hudson County. Mr. Dunne was President West Hudson Bar Association, Chairman St. Benedict's Alumni Fund and St. Benedict's Prep Reunion Committee and Fund Raising. Mr. Dunne’s experience in corporate matters led to the conclusion he should serve as a director of the Company.

Arthur deWitt Ackerman (72) has been involved with entrepreneurial endeavors and sales for most of his career. From 1967-1980 Mr. Ackerman had a successful career with Home Life of New York where he was a member of the Hall of Fame and a Charter member of the Top of the Round Table. In 1982 Mr. Ackerman co- founded a Wall Street based gold exploration and money management group. Since 1980 Mr. Ackerman has been an investment banker for resource and technology companies, raising over $50,000,000 for early stage companies. Mr. Ackerman is also an angel investor in resource, technology and renewable energy companies, and in a LEEDS community in the Mohave Desert which will incorporate hydroponic farming, water production, solar power generation, and residential and resort facilities. Mr. Ackerman is a Director of Beech Tree Labs, Inc. and The Mohave National Preserve Conservancy. Mr. Ackerman is also a member of the Board of Advisors of TrakLok Corp. Mr. Ackerman’s experience in raising funds for developing and growing companies led to the conclusion he should serve as a director of the Company.

Eduardo "Lalo" Lino Boullosa, Jr. (42) is a third generation miner. His grandfather, and Eduardo Sr. were all miners who worked the El Alamo Mining District, in Baja California since the 1920's. He works with his twin brother Manolo Lino Boullosa, who is an employee of our Mexican subsidiary.

The Boullosa family owns the property where AIVN de Mexico has its mining camp and also leases other lands in the area. The Motherlode Mine is also a family heirloom and has been handed down to the twins who operate the mine for AIVN de Mexico. Lalo is President of AIVN de Mexico and the Boullosa family owns 10% of the company and American International Ventures, Inc. owns 90%.

Mr. Boullosa has been working in mining since he was 10 years old. He has lived at EL Alamo most of his life and remembers starting to work for his father when he was 10 years old. In the early years he learning everything there was to know about gold mining. Lalo can run every piece of mining equipment, is certified with explosives and carried a license for 15 years while working for his father. He was instrumental in building the mining camp, setting up the plant and helping to develop his mining crew. He trained everyone who works for AIVN de Mexico, except his brother Manolo, who needed no training and is the mine manager. After 32 years of mining, Lalo's experience and know how has made him the leader of AIVN de Mexico.

There are no written or oral agreements with any of the above named management to receive compensation.

All executive officers are elected by the Board and hold office until the next Annual Meeting of stockholders and until their successors are elected and qualify.

Item 11. Executive Compensation.

The following table provides certain information for the fiscal period ended May 31, 2013 concerning compensation earned for services rendered in all capacities by our named executive officers during yer ended May 31, 2013 and the period ended May 31, 2012



SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Jack Wagenti, President	2013	0	0	$ 95,500	$ 165,000	0			$ 260,500
Jack Wagenti, President	2012
Tucker White⁽¹⁾ Former President	2013							$ 40,000	$40,000
Tucker White⁽¹⁾ Former President	2012							$ 40,000	$40,000
Jerry Scott, COO	2013								$ 0
Jerry Scott, COO	2012								$ 0
Brandon Nash⁽²⁾, Former CEO	2013		0	0	0	0	0
Brandon Nash⁽²⁾, Former CEO	2012	$ 25,000						16,000	$41,000

⁽¹⁾ Effective October 18, 2012 Mr. White is no longer an officer of the Company as reported in our Form 8-K filed with the SEC on October 22, 2012.

⁽²⁾ Effective May 25, 2012 Mr. Nash is no longer an officer of the Company as reported in our Form 8-K filed with the SEC on July 5, 2013.

Employment Agreements

None.

Discussion of Director Compensation

Except for equity awards, the Company did not pay any director compensation during the fiscal period ended May 31, 2013. The Company may begin to compensate its directors at some time in the future.

OUTSTANDING EQUITY AWARDS AT MAY 31, 2013


	SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS	WEIGHTED AVERAGE EXERCISE PRICE OF OPTIONS	REMAINING AVAILABLE OPTIONS FOR FUTURE ISSUANCE

Equity compensation plan approved by
security holders	2,900,000	$.21	4,100,000

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date of May 31, 2013, the stock ownership of each person known by the Company to be the beneficial owner of five percent or more of the Company's Common Stock, each executive officer and director individually and all executive officers and directors of the Company as a group as of such date. No other class of voting securities is outstanding. Each person is believed to have sole voting and investment power over the shares except as noted. Unless otherwise indicated, the beneficial owner has sole voting and investment power. The following information is based upon 204,220,044 shares of common stock of the Company which are issued and outstanding as of May 31, 2013. Except as otherwise noted, the address for each party is 15122 Tealrise Way, Lithia, Florida 33547, the address of the Company.


	Name and	Amount and
	Address of	Nature of
	Beneficial	Beneficial	Percent
Title of Class	Owner	Owner (1)	of Class
Common	Jack Wagenti (2)	28,112,392	13.8%

Common	Lino Manolo Boullosa Alvarez (3)	500,000	0.24%

Common	Jerry Scott (4)	1,100,000	0.05%

Common	Frederick R. Dunne, Jr. (5)	1,250,000	0.06%
Common	Arthur deWitt Ackerman (6)	6,250,000	3.1%

Common	Golds Gold Group LLC (7)	77,700,000	38.05%

Common (8)	Officers and Directors as a group (5 persons)	37,212,392	17.25%

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

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

(2) Mr. Wagenti is Chairman, and Interim CEO, CFO of the Company. The amount includes 2,862,392 shares held by Mr. Wagenti’s spouse.

(3) Mr. Alvarez is President of AIVN de Mexico the parent Company’s subsidy.

(4) Mr. Scott is Chief Operating Officer of the Company.

(5) Mr. Dunne is a Director of the Company.

(6) Mr. Ackerman is a Director of the Company.

(7) The address for Golds Gold Group LLC is 1 Mapp Street, 3^rd Floor, Belize City, Belize. Francesco Mareno is Secretary of the reporting person.

Item 13. Certain Relationships and Related Party Transactions.

On March 23, 2012, we closed on the Share Exchange Agreement with the shareholders of Placer Gold Prospecting, Inc. (PGPI) pursuant to which we acquired all of the issued and outstanding capital stock of PGPI. The transaction was treated as a reverse merger for accounting purposes. Jack Wagenti, our President, CEO and director executed the Exchange Agreement on our behalf. Mr. Wagenti was a founder, CEO and director of PGPI. At the time of closing, he owned 25 million shares of common stock of PGPI (approx. 16%) and in exchange he received 25 million shares of our common stock under the Exchange Agreement. Frederick Dunne, Jr., one of our directors, owned 1,000,000 shares of common stock of PGPI (less than 1%) at the time of closing, and in exchange he received 1,000,000 shares of our common stock under the Exchange Agreement. Arthur Ackerman, one of our directors as of Closing, owned 6,000,000 shares of common stock of PGPI (approx 3.6%) as of the time of closing and in exchange he received 6,000,000 shares of our common stock under the Exchange Agreement.

During the year ended May 31, 2013, the Company issued 1,100,000 shares of Company stock valued at $416,000 and awarded 1,500,000 options valued at $495,000, to its directors.

The Company also issued 150,000 shares, valued at $45,000 to a director for services.

The Company also issued 50,000 shares to the Company’s former President in conjunction with the acquisition of a mining claim.

The president of AIVN de Mexico owns the land where AIVN de Mexico has its mining camp. The Company paid $9,800 during the year in rent.

During the period from January 25, 2012 (date of formation) to March 23, 2012, PGPI issued 38,500,000 shares to founders, of which 27,100,000 were to officers and directors. These shares were assigned no value since they were issued on the date of formation of Company, prior to the Company acquiring assets.

On February 2012, PGPI issued 100,000,000 shares were issued to Golds Gold Group, LLC making it the controlling shareholder of the Company. Consideration for the issuance of these shares was five separate mining claims. These claims were assigned no value on the books of the Company, which was the value on the books of the contributing company, as this transaction was between companies under common control.

Code of Ethics

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

Item 14. Principal Accounting Fees and Services.

The following table sets forth fees billed to us by the principal accountants to the Company for professional services rendered for the period ended May 31, 2013:


Fee Category	Period Ended 5/31/13		Period Ended 5/31/12
Audit Fees	$	37,692	48,679
Audit Related Fees
Tax Fees			390
All Other Fees
Total Fees	$	37,692	$49,069

Audit Fees

Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Audit related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

Tax Fees

Tax Fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.

All Other Fees

All other fees consist of fees for product and services other than the services reported above.

Pre-Approval Policies and Procedures

Prior to engaging its accountants to perform a particular service, the Company’s Board of Directors obtains an estimate for the service to be performed. All of the services described above were approved by the Board of Directors in accordance with its procedures.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Exhibits required by Regulation S-K, Item 601.



Exhibit Number	Description of Exhibit

3.1	Articles of Incorporation, incorporated by reference to Form 10SB12G filed November 8, 1999
3.2	By-laws, incorporated by reference to Form 10SB12G filed November 8, 1999
4.1	Stock Certificate Specimen, , incorporated by reference to Form 10SB12G filed November 8, 1999
4.2	Stock Option Plan, filed with Form 8-K/A on June 3, 2013
10.1	Share Exchange Agreement*
10.2	Property Option Agreement with Patriot Gold Corp.*
10.3	Daal LLC Agreement Golden Eagle *
10.4	Tucker White Agreement Golden Eagle *
10.5	Turner Ranch Agreement*
14	Code of Ethics, incorporated by reference to Form 10-K filed November 11, 2009
21.1	Subsidiaries
31.1	Certificate of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certificate of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS⁽¹⁾	XBRL Instance Document
101.SCH⁽¹⁾	XBRL Taxonomy Extension Schema Document
101.CAL⁽¹⁾	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF⁽¹⁾	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB⁽¹⁾	XBRL Taxonomy Extension Label Linkbase Document
101.PRE⁽¹⁾	XBRL Taxonomy Extension Presentation Linkbase Document

* Previously filed as an exhibit to Form 8-K/A filed on November 9, 2012

(1) Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:

AMERICAN INTERNATIONAL VENTURES, INC.

By: /s/ Jack Wagenti

___________________________________

Jack Wagenti

Chairman, President, Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

Date: December 31, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Title	Date

/s/ Arthur DeWitt Ackerman		December 31, 2013
Arthur DeWitt Ackerman	Director

/s/ Fred Dunne, Jr.		December 31, 2013
Fred Dunne, Jr.	Director

/s/ Jack Wagenti		December 31, 2013
Jack Wagenti	Chairman, President, Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

Exhibit Table



Exhibit Number	Description of Exhibit

3.1	Articles of Incorporation, incorporated by reference to Form 10SB12G filed November 8, 1999
3.2	By-laws, incorporated by reference to Form 10SB12G filed November 8, 1999
4.1	Stock Certificate Specimen, , incorporated by reference to Form 10SB12G filed November 8, 1999
4.2	Stock Option Plan, filed with Form 8-K/A on June 3, 2013
10.1	Share Exchange Agreement*
10.2	Property Option Agreement with Patriot Gold Corp.*
10.3	Daal LLC Agreement Golden Eagle *
10.4	Tucker White Agreement Golden Eagle *
10.5	Turner Ranch Agreement*
14	Code of Ethics, incorporated by reference to Form 10-K filed November 11, 2009
21.1	Subsidiaries
31.1	Certificate of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certificate of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS⁽¹⁾	XBRL Instance Document
101.SCH⁽¹⁾	XBRL Taxonomy Extension Schema Document
101.CAL⁽¹⁾	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF⁽¹⁾	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB⁽¹⁾	XBRL Taxonomy Extension Label Linkbase Document
101.PRE⁽¹⁾	XBRL Taxonomy Extension Presentation Linkbase Document

* Previously filed as an exhibit to Form 8-K/A filed on November 9, 2012