UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB /A

Amendment No 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended May 31, 2008

Commission File Number 0-30368

American International Ventures, Inc.

15105 Kestrelglen Way Lithia, Florida

 (Address of principal executive offices)

(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

Title of Class

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act: [   ]

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

(1)  [X] Yes       [   ]    No     

(2)  [X] Yes       [   ]    No     

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.. [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]  No [X]

The registrant's revenues for its most recent fiscal year were: $-0-

As of August 21, 2008, the aggregate market value of the voting and non-voting common equity held by non-affiliates is approximately $939,003. This calculation is based upon the average of the bid price of $0.055 and asked price of $0.07 of the common stock on August 21, 2008.

The number of shares outstanding of the registrant's class of common stock on August 21, 2008 was 19,345,044 shares.

Explanatory Note

American International Ventures, Inc., a Delaware corporation, (the "Company"), is making this Amendment No. 1 to its Annual Report on Form 10-KSB for the fiscal year ended May 31, 2008, solely to correct a typographical error the Company made when the Company erroneously checked the "Yes" box on the cover of its Annual Report on Form 10-KSB for the fiscal year ended May 31, 2008 (filed with the Securities and Exchange Commission on August 28, 2008), erroneously indicating that the Company was a shell company.  In checking the box that the Company is not a shell company in this Amendment No. 1 to its Annual Report on Form 10-KSB, the Company confirms that it is not, nor has it ever been, a shell company (as defined in Rule 405 of the Securities Act of 1933, as amended, and in Rule 12b-2 of the Securities Exchange Act of 1934, as amended).

Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits Furnished.

Exhibit #31.1 –  Certification Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002.   

Exhibit #31.2 –  Certification Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002.   

SIGNATURES

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

American International Ventures, Inc.

(Registrant)

Dated: July 3, 2017

By:  /s/ Jack Wagenti

/s/ Jose Garcia, CEO

       ____________________________________

__________________________________

       Jack Wagenti

Jose Garcia, CEO

       Chief Financial Officer

Chief Executive Officer

       (Principal Financial Officer)

(Principal Executive Officer)