Attached files
| file | filename |
|---|---|
| 8-K - AMERICAN INTERNATIONAL VENTURES INC /DE/ | f201205318ksuperaivn.htm |
| EX-2 - 16.ACCOUNTANTS CONSENT - AMERICAN INTERNATIONAL VENTURES INC /DE/ | f161accountantsconsent.htm |
AMERICAN INTERNATIONAL VENTURES, INC. / PLACER GOLD PROSPECTING, INC.
NOTES TO PROFORMA FINANCIAL STATEMENTS
On March 23, 2012, a Share Exchange Agreement (Agreement) was executed between American International Ventures, Inc. (AIVN) and Placer Gold Prospecting, Inc. (Placer), by which the two companies were merged. Under the Agreement, AIVN acquired all of the outstanding shares of Placer in return for 163,250,000 shares of AIVN. A proforma balance sheet and pro forma statement of operations are presented herewith in support of the merger. The pro forma balance sheet includes the accounts of AIVN as of November 30, 2011 with those of Placer as of March 23, 2012. The proforma statement of operations combines the results of the three month period ended February 29, 2012 of AIVN and the results of Placer for the period January 25 to March 23, 2012. This pro forma statement of operations includes significant start up costs of Placer, which was formed on January 25, 2012. These expenses, which are not expected to be repeated in future periods, totaled $232,000.
A proforma income statement of operations for the year ended November 30, 2011 is not included because Placer was not in existence during the year ended November 30, 2011. Therefore, a proforma statement of operations for the year ended November 30, 2011, which combines AIVN with Placer would be no different than the actual statement of operations of AIVN of the year ended November 30, 2011.
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AIVN PLACER PROFORMA NOTES/Y
AMERICAN INTERNATIONAL VENTURES, INC. / PLACER GOLD PROSPECTING, INC.
PROFORMA BALANCE SHEET
|
| AIVN |
| PLACER |
| Pro-forma Adjustments |
| Adjusted Pro-forma | ||
|
| November 30, 2012 |
| March 23, 2012 |
| To Reflect Merger |
| Balance Sheet | ||
|
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|
|
| Debit |
| Credit |
|
|
Assets |
|
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|
Cash | $ | 56,497 | $ | 115,665 |
|
|
|
| $ | 172,162 |
Total current assets |
| 56,497 |
| 115,665 |
|
|
|
|
| 172,162 |
|
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Mining claims |
|
|
| 68,970,000 |
|
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|
| 68,970,000 |
Fixed assets |
|
|
| 314,152 |
|
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|
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| 314,152 |
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Total Assets | $ | 56,497 | $ | 69,399,817 |
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| $ | 69,456,314 |
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Liabilities and Stockholders' Equity: |
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Accounts payable | $ | 5,997 | $ | 93,177 |
|
|
|
| $ | 99,174 |
Total current liabilities |
| 5,997 |
| 93,177 |
|
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|
|
| 99,174 |
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Stockholders' equity: |
|
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Common stock |
| 193 |
| 163,250 | (A)$ | 163,250 | (C)$ | 1,633 |
| 1,826 |
Additional paid in capital |
| 1,415,836 |
| 69,435,750 | (B) | 1,365,529 | (A) | 163,250 |
| 69,647,674 |
|
|
|
|
| (C) | 1,633 | (B) |
|
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Accumulated deficit |
| (1,365,529) |
| (292,360) |
|
|
| 1,365,529 |
| (292,360) |
Total stockholders' equity |
| 50,500 |
| 69,306,640 |
| 1,530,412 |
| 1,530,412 |
| 69,357,140 |
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Total Liabilities and Stockholders' Equity | $ | 56,497 | $ | 69,399,817 | $ | 1,530,412 | $ | 1,530,412 | $ | 69,456,314 |
(A) To eliminate the stock of Placer Gold Prospecting, Inc., the legal acquiree.
(B) To reclassify the deficit of AIVN (the legal acquiror) and offset it against additional paid in capital.
(C) To adjust the capital stock account to reflect the $.00001 par value of AIVN stock.
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AMERICAN INTERNATIONAL VENTURES, INC. / PLACER GOLD PROSPECTING, INC.
PROFORMA STATEMENT OF OPERATIONS
FOR PERIODS ENDED FEBRUARY 29, 2012 AND MARCH 23, 2012
|
| AIVN Quarter |
| PLACER Period |
|
|
|
| Ended |
| January 25, 2012 to |
| Pro Forma |
|
| February 29, 2012 |
| March 23, 2012 |
| Balances |
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Revenue | $ | - | $ | - | $ | - |
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Expenses |
| 11,422 |
| 60,460 |
| 71,882 |
|
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Operating loss |
| (11,422) |
| (60,460) |
| (71,882) |
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|
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|
Merger related expenses |
| - |
| (232,000) |
| (232,000) |
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Other income |
| 8 |
| 100 |
| 108 |
|
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Net loss | $ | (11,414) | $ | (292,360) | $ | (303,774) |
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