UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Quarter Ended February 28,2001
Commission File Number 0-30368
American International Ventures, Inc.
(Name of Small Business Issuer in its charter)
Delaware 22-3489463
------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
260 Garibaldi Avenue, Lodi, New Jersey 07644
------------------------------------------------------------
(Address of principal executive offices)
(973) 335-4400
(Registrant's telephone number, including area code)
Securities registered under Section 12 (b) of the Act:
Title of each class Name of exchange on which
to be registered each class is to be registered
None None
Securities registered under Section 12(g) of the Act:
Common Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the proceeding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
(1) Yes: [X] No: [ ]
(2) Yes: [X] No: [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report:
10,570,544 shares of Common Stock, $.00001 par value.
Transitional Small Business Issuer Format (Check One):
Yes: No: X
AMERICAN INTERNATIONAL VENTURES, INC.
(A Development Stage Company)
Form 10-QSB Index
February 28, 2001
PART I -FINANCIAL INFORMATION
Page
Number
Item 1. Financial Statements (Unaudited):
Balance Sheets at February 28, 2001 and May 31, 2000----------------------- 3
Statements of Operations and Accumulated Deficit for the three months
ended February 28, 2001 and the three months ended February 29, 2000
and Cumulative from
Inception---------------------------------------------- 4
Statements of Operations and Accumulated Deficit for the nine months
ended February 28, 2001 and the nine months ended February 29, 2000
and Cumulative from
Inception---------------------------------------------- 5
Statements of Cash Flows for the nine months ended February 28, 2001
and the nine months ended February 29, 2000 and Cumulative from
Inception------ 6
Notes to Financial Statements --------------------------------------------- 7
Item 2. Management's Discussion and Analysis or Plan of Operations ---------------- 8
PART II
Item 1. Legal Proceedings --------------------------------------------------------- 10
Item 2. Changes in Securities ----------------------------------------------------- 10
Item 3. Defaults Upon Senior Securities ------------------------------------------- 10
Item 4. Submission of Matters to a Vote of Security Holders ----------------------- 10
Item 5. Other information --------------------------------------------------------- 10
Item 6. Exhibits and Reports on Form-K--------------------------------------------- 10
Signatures -------------------------------------------------------------------------- 11
2
Item 1. Financial Statements
AMERICAN INTERNATIONAL VENTURES, INC.
(a development stage company)
BALANCE SHEETS
(UNAUDITED)
ASSETS
February 28,2001 May 31, 2000
---------------- -------------
CURRENT ASSETS
Cash $ 5,439 $ 63
Prepaid Expenses 150 100
Notes Receivable 50,000 0
----------------- -------------
Total Current Assets 55,589 163
----------------- -------------
PROPERTY & EQUIPMENT
Machinery & Equipment 11,567 11,567
Less Depreciation (3,649) (1,913)
--------------- -------------
Total Property & Equipment 7,918 9,654
---------------- -------------
OTHER ASSETS
Investment - Long Term 118,830 0
---------------- -------------
Total Other Assets 118,830 0
---------------- -------------
TOTAL ASSETS $ 182,337 $ 9,817
================ =============
LIABILITIES AND
STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable $ 0 $ 10,077
Loan payable 0 37,876
Deposit Payable 15,000 10,000
Federal & State tax payable 0 200
--------------- -------------
TOTAL Current Liabilities 15,000 58,153
--------------- -------------
STOCKHOLDERS' DEFICIENCY
Common stock (50,000,000 shares authorized
6,927,159 and 6,927,159 issued, par 6,928 6,928
value .001, respectfully
3,643,385 and 1,493,385 issued, par
value .00001, respectfully) 35 14
--------------- ------------
6,963 6,942
Additional paid in capital 564,223 336,745
Deficit accumulated during development stage (482,277) (392,023)
Accumulated other comprehensive income 78,428 0
--------------- ------------
TOTAL STOCKHOLDERS' (DEFICIENCY) 167,337 (48,336)
--------------- ------------
TOTAL LIABILITIES &
STOCKHOLDERS' DEFICIENCY $ 182,337 $ 9,817
=============== ============
See notes to financial statements
3
AMERICAN INTERNATIONAL VENTURES, INC.
(a development stage company)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)
Cumulative Three Months Three Months
From Ended Ended
Inception February 28,2001 February 29, 2000
----------- ---------------- -----------------
REVENUE $ 0 $ 0 $ 0
EXPENSES
GENERAL AND ADMINISTRATIVE EXPENSES 522,679 117,052 5,542
----------- ---------------- -----------------
NET LOSS BEFORE INCOME TAX (522,679) (117,052) (5,542)
INCOME TAX BENEFIT (COST) 40,402 (37,092) 0
----------- ---------------- -----------------
NET LOSS ACCUMULATED DURING
DEVELOPMENT STAGE (482,277) (154,144) (5,542)
OTHER COMPREHENSIVE INCOME (NET OF TAX)
Unrealized Gain (Loss) on Securities 78,428 (72,022) 0
----------- ---------------- -----------------
COMPREHENSIVE LOSS $(403,849) $ (226,166) $ (5,542)
=========== ================ =================
LOSS PER SHARE ($0.0382) ($0.0248) ($0.0007)
=========== ================ =================
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING DURING THE PERIOD 10,570,544 9,126,100 8,420,544
----------- ---------------- -----------------
See notes to financial statements
4
AMERICAN INTERNATIONAL VENTURES, INC.
(a development stage company)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)
Cumulative Nine Months Nine Months
From Ended Ended
Inception February 28,2001 February 29,2000
----------- ---------------- ----------------
REVENUE $ 0 $ 0 $ 0
EXPENSES
GENERAL AND ADMINISTRATIVE EXPENSES 522,679 130,656 19,632
----------- ---------------- ----------------
NET LOSS BEFORE INCOME TAXES (522,679) (130,656) (19,632)
INCOME TAX BENEFIT 40,402 40,402 0
----------- ---------------- ----------------
NET LOSS DURING DEVELOPMENT STAGE (482,277) (90,254) (19,632)
OTHER COMPREHENSIVE INCOME(NET OF TAX)
Unrealized Gain On Securities 78,428 78,428 0
----------- ---------------- ----------------
COMPREHENSIVE (LOSS) $ (403,849) $ (11,826) (19,632)
----------- ---------------- ----------------
LOSS PER SHARE ($0.0382) ($0.0013) ($0.0023)
=========== ================ ================
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING DURING THE PERIOD 10,570,544 9,126,100 8,420,544
----------- ---------------- ----------------
See notes to financial statements
5
AMERICAN INTERNATIONAL VENTURES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
From Inception to February 28, 2001
(UNAUDITED)
Nine Months Ended Cumulative
From
February 28, 2001 February 28,2000 Inception
----------------- ---------------- ------------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Loss $ (90,254) $ (19,632) $(482,277)
Adjustments to reconcile net loss to net cash consumed by operating activities:
Depreciation 1,736 285 3,649
Value of common stock issued for services 102,836 - 102,836
Accrual of deferred tax benefit (40,402) - (40,402)
Changes in assets and liabilities:
Increase in deposits payable 5,000 675 15,000
Increase in notes receivable (50,000) - (50,000)
Increase (decrease) in loans payable (37,876) 10,900 -
Increase (decrease) in accounts payable (10,077) 2,441 -
Increase in prepaid expenses (50) - (150)
Decrease in income taxes payable (200) - -
----------------- ---------------- ------------
Net cash consumed by operating activities (119,287) (5,331) (451,344)
CASH FLOWS FROM INVESTING
ACTIVITIES
Acquisitions of machinery and equipment - - (11,567)
----------------- ---------------- ------------
Net cash consumed by investing activities - - (11,567)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of sales of common stock 124,663 - 468,350
----------------- ---------------- ------------
Net cash provided by financing activities 124,663 - 468,350
Net increase (decrease) in cash and
Cash equivalents 5,376 (5,331) 5,439
Cash - beginning of period 63 5,603 -
----------------- ---------------- ------------
Cash - end of period $ 5,439 $ 272 $ 5,439
================= ================ ============
See notes to financial statements.
6
AMERICAN INTERNATIONAL VENTURES, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
February 28,2001
(UNAUDITED)
NOTE 1. REGARDING FINANCIAL STATEMENTS:
-----------------------------------------
The financial information herein submitted is unaudited. However, in the
opinion of management, such information reflects all adjustments (consisting
only of normal occurring accruals) necessary for a fair statement of the results
of operations for the periods being presented. Additionally, it should be noted
that the accompanying condensed financial statements do not purport to be a
complete disclosure in conformity with generally accepted accounting principles.
These condensed statements should be read in conjunction with the Company's
financial statements and Form 10-KSB for the fiscal year ended May 31, 2000.
NOTE 2. DUE FROM/TO RELATED PARTIES:
--------------------------------------
During February 2001, the Company issued 200,000 shares of common stock in
exchange for cancellation of a loan in the amount of $19,035 in favor of the
Company's chairman and issued 200,000 shares of common stock in exchange for
cancellation of a loan in the amount of $18,129 in favor of the Company's
president.
NOTE 3. CAPITAL STOCK:
------------------------
During the nine month period ended February 28, 2001, the Company received
$92,500 pursuant to the private placement of the Company's securities. Pursuant
to the private placement, the Company sold 1,150,000 units to accredited
investors at prices ranging from $0.06 to $0.10 per unit. Of this amount, during
the most recent quarter, 500,000 units were sold at $0.10 per unit and the
Company received $50,000 in offering proceeds. Each unit consists one share of
common stock and one half of a common stock purchase warrant.
The terms of the Stock Warrants are generally described as follows:
(i) each full Stock Warrant shall enable the holder to purchase one share
of common stock of the Company for the exercise price per share during
the exercise period, provided that no fractional share exercise is
permissible.
(ii) the exercise price for each full share of common stock is $1.00.
(iii) the exercise period will commence on date issued and will terminate
one (1) year from such date.
In February 2001, the Company and its chairman and president each have
agreed to certain compensation arrangements for the one year period ending May
31, 2001. During February 2001, in consideration for acting as chairman and
president of the Company for such period, the Company issued 300,000 shares of
common stock of each such officer. In addition, during February 2001, the
Company issued 200,000 shares of common stock in exchange for cancellation of a
loan in the amount of $19,035 in favor of the Company's chairman and issued
200,000 shares of common stock in exchange for cancellation of a loan in the
amount of $18,129 in favor of the Company's president.
NOTE 4. INVESTMENTS
The Company recognized a $227,924 increase during the second quarter in the
fair market value an equity security investment. This increase declined to
$118,830 during the third quarter. The security was received as compensation for
services performed during May 2000. It had no value when received, because the
investee firm had been suspended from trading. These securities are classified
as "available for sale" and are accounted for in accordance with Statement on
Finance Accounting Standards 115 - "Accounting for Certain Investments in Debt
and Equity Securities".
7
NOTE 5. SUBSEQUENT EVENTS
As reported on the Company's Form 8-K dated March 19, 2001, the Company
entered into a Share Exchange Agreement with TLM Industries, Inc. ("TLM") and
the shareholders of TLM dated February 20, 2001, pursuant to which the Company
acquired all of the issued and outstanding shares of capital stock of TLM in
exchange for 3,225,000 shares of common stock, $.00001 par value, of the
Company. The share exchange became effective March 1, 2001. Subsequent to the
share exchange, on March 14, 2001, TLM merged with its wholly owned subsidiary,
GetToner.com, Inc. ("GetToner"), pursuant to which GetToner became the surviving
entity.
Item 2.
Management's Discussion and Analysis or Plan of Operations
General
Prior to the acquisition of GetToner.com, Inc. (as referenced herein), the
Company was a development stage company. During this period, the Company's
operations were limited to providing consulting services to mining companies.
These services include, the review and introduction of assay processes, and the
introduction of technical personnel and sources of investment capital.
As reported on the Company's Form 8-K dated March 16, 2001, the Company
entered into a Share Exchange Agreement with TLM Industries, Inc. ("TLM") and
the shareholders of TLM dated February 20, 2001, pursuant to which the Company
acquired all of the issued and outstanding shares of capital stock of TLM in
exchange for 3,225,000 shares of common stock, $.00001 par value, of the
Company. The share exchange became effective March 1, 2001. subsequently, on
March 14, 2001, TLM merged with its wholly owned subsidiary, GetToner.com, Inc.
("GetToner"), pursuant to which GetToner became the surviving entity.
The Company intends to file financial statements in accordance with Form
8-K and Regulation SB promulgated under the Securities Exchange Act of 1934 with
respect to the GetToner transaction within the time period prescribed therein.
Accordingly, the following Management's Discussion and Analysis section does not
include the business of the Company's wholly owned subsidiary, GetToner.com,
Inc.
Three and nine month periods ended February 28, 2001 compared with the
three and nine month periods ended February 28, 2000.
Revenues
Revenues for the three and nine months ended February 28, 2001 and three
and nine month periods ended February 29, 2000 were $0.
General And Administrative Expenses
General and administrative expenses for three month and nine month periods
ended February 28, 2001, amounted to $117,052 and $130,656, respectively,
compared with $5,542 and $19,632 for the prior comparable periods. The increase
of $111,510 or 2012% for the current three month period is primarily due to
officers' compensation totaling $102,835. The increase of $111,024 or 566% for
the current nine month period is also due to officers' compensation totaling
$102,835.
8
The comprehensive loss for the three and nine month periods was $(226,166)
and $(11,826), respectively, compared with $(5,542) and $(19,632) for the prior
comparable periods. The net loss decrease of $220,624 or 3981% for the current
three month period is the result of an increase in general and administrative
expenses, a unrealized loss on securities and the cost of income tax benefits.
The comprehensive loss decrease of $8,346 or 43% for the current nine month
period are due to a unrealized gain on securities, income tax benefits offset by
increased general and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
As of February 28, 2001, the Company's working capital was $40,589.
During fiscal year 1999 and continuing through November 2000, when it
entered into a letter of intent to acquire GetToner, the Company's capital
requirements have been insignificant due to its relatively limited operations.
During this period its capital requirements have been funded principally through
the private placement of its common stock and from loans from the Company's
president and chairman.
In connection with the GetToner transaction and in order to fund the
operations of GetToner, for the nine month period ended February 28, 2001, the
Company raised $92,500 pursuant to the private placement of the its securities.
Pursuant to the private placement, the Company sold 1,150,000 units to
accredited investors at prices ranging from $0.06 to $0.10 per unit. Each unit
consists one share of common stock and one half of a common stock purchase
warrant. Of this amount, during the most recent quarter, 500,000 units were sold
at $0.10 per unit and the Company received $50,000 in offering proceeds.
The Company will be required to raise additional funds in the near term to
sustain the ongoing operations of GetToner until its reaches profitability. The
Company believes that the operations of GetToner will be profitable in the first
quarter of its fiscal year 2001, subject however, to the receipt of such
additional operating capital. The Company intends raise to such additional funds
through the private placement of its capital stock or through debt financing. As
of this date, the Company has no commitments for any such financing, although it
is presently conducting a private placement of common stock and common stock
purchase warrants as discussed herein. No assurances can be given that the
Company will be successful in its financing endeavors. If the Company is in fact
unsuccessful in its endeavors, such event will have a material adverse impact on
its operations and the operation of its subsidiary, GetToner.
Forward Looking Statements. Certain of the statements contained in this
Quarterly Report on Form 10-QSB includes "forward looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended
("Exchange Act"). See the Company's Report of Form 8-K dated March 16, 2001 for
additional statements concerning operations and future capital requirements.
Certain risks exist with respect to the Company and its business, which
risks include the lack of profitable operations of its subsidiary, and the need
for additional capital to sustain operations. Readers are urged to refer to the
section entitled "Cautionary Statements in the Company's Report on Form 8-K
dated March 16, 2001 for a broader discussion of such risks and uncertainties.
9
PART II
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
During the third quarter of 2000, the Company notified its shareholders
pursuant to an Information Statement dated February 9, 2001 of its name change
to American Global Enterprises, Inc., and subsequent change to American
International Ventures, Inc.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Number Exhibit
3.1 Certificate of Incorporation of Company filed with the Secretary
of State of Delaware on January 13, 1998. (1)
3.2 Copy of the by-laws of the Company. (1)
3.3 Specimen Stock Certificate. (1)
10.1 Finder's Fee Agreement with Birch Mountain Resources Ltd. (2)
10.2 Intent of Share Exchange dated November 2, 2000 by and between
American Precious Metals, Inc. and TLM Industries, Inc.(3)
10.3 Promissory Note dated November 27, 2000 executed by GetToner.com,
Inc. in favor of American Precious Metals, Inc.(3)
-------------------------------------
(1) Filed as an Exhibit to the Company's Form 10SB filed November 8, 1999
and incorporated herein by this reference.
(2) Filed as an Exhibit to the Company's Form 10QSB filed December 30,1999
and incorporated herein by this reference.
(3) Filed as an Exhibit to the Company's Form 10QSB filed January 17, 2001
and incorporated herein by this reference.
-------------------------------------
(b) Reports on Form 8-K
On January 26, 2001, the Company filed a Form 8-K to report its name change
to name change to American Global Enterprises, Inc., and subsequent change to
American International Ventures, Inc.
10
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: April 19, 2001
AMERICAN INTERNATIONAL VENTURES, INC.
BY:/s/Jack Wagenti
------------------
Jack Wagenti
President
11