U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): May 1, 2002
AMERICAN INTERNATIONAL VENTURES, INC.
(Name of Small Business Issuer in its charter)
Delaware 000-30368 22-3489463
(State of Commission File No. (I.R.S. Employer
Incorporation) I.D. Number)
260 Garibaldi Avenue, Lodi, New Jersey 07644
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (973) 335-4400
Item 1. Change of Control of Registrant.
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Coincident with the resignation of certain directors as provided in Item 6 below, on May 2, 2002, Arthur de Witt Ackerman and Walter J. Salvadore, Jr. were appointed to the Board of Directors of the Company. On May 6, 2002, Robert G. Carrington, Brian G. Russell, and Samuel G. Nunnemaker were appointed to the Board of Directors of the Company, and Barry Downs became the Chief Executive Officer of the Company, Samuel G. Nunnemaker became President of the Company, and Jack Wagenti became Chief Financial Officer, Treasurer, and Secretary of the Company. Robert G. Carrington, Samuel G. Nunnemaker, Barry Downs and Arthur deWitt Ackerman, each acquired 500,000 shares of common stock at $0.00001 per share. In addition, Robert G. Carrington and Samuel G. Nunnemaker each acquired an additional 1,500,000 shares of common stock of the Company (3,000,000 in aggregate) at $0.00001 (“Additional Shares”). These Additional Shares are held in Trust by the Company until the following schedule is met, and will be distributed to each Robert G. Carrington and Samuel G. Nunnemaker as per the following schedule:
A) The Company will distribute, one million shares (500,000 each to Robert G. Carrington and Samuel G. Nunnemaker), when a property or properties for which there are published resources which contain an aggregate of two (2) million ounces of contained gold are acquired.
B) The Company will distribute, one million shares (500,000 each to Robert G. Carrington and Samuel G. Nunnemaker), when a property or properties for which there are published resources which contain an additional aggregate of two (2) million ounces of contained gold are acquired (total resources of A plus B equal to four (4) million ounces.
(C) The Company will distribute, one million shares (500,000 each to Robert G. Carrington and Samuel G. Nunnemaker), when the aggregate of all acquired resources, (total resources of A plus B plus C) equals or exceeds to six (6) million ounces.
On May 6, 2002, Jack Wagenti resigned as President of the Company, Emanuel Ploumis resigned as Chief Executive Officer of the Company, and Jonathan Downs resigned as Secretary and Treasurer of the Company.
The following table reflects the beneficial ownership of common stock of the Company held each party after giving effect to the transactions described above. The following information is based upon 19,752,210 shares of common stock of the Company which are issued and outstanding as of the date of this filing which includes the Additional Shares:
Name, Address and Title Amount and nature Percent
of Beneficial Owner of Beneficial Ownership(1) of Class
---------------------------- --------------- -------
Arthur deWitt Ackerman 500,000 2.5%
Tryon, North Carolina 28782
Robert Carrington 500,000(2) 2.5%
3025 Fairlands Drive
Reno, Nevada 89523
Barry Downs 500,000 2.5%
12620 Silver Wolf Road
Reno, Nevada 89511
Samuel G. Nunnemaker 500,000(3) 2.5%
3950 Hill View Drive
Carson City, Nevada 89701
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(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). The amount doesn’t include Mr. Carrington’s additional 1,500,000 shares purchased by him, as per agreement.
(3). The amount doesn’t include Mr. Nunnemaker’s additional 1,500,000 shares purchased by him, as per agreement.
Item 6. Resignation of Registrant's Directors.
On May 1, 2002, Charles A. Fitzpatrick resigned from the Board of Directors of the Company. On May 4, 2002, Dominick Taglialatella resigned from the Board of Directors of the Company. On May 6, 2002, Jack Wagenti and Emanuel Ploumis resigned from the Board of Directors of the Company On May 21, 2002, Thomas August resigned from the Board of Directors of the Company. No disagreement exists between the former directors and with the registrant on any matter relating to the registrant's operations, policies, or practices.
Item 7. Exhibits.
Exhibit Number Description
17.1 Resignation letter of Charles Fitzpatrick.
17.2 Resignation letter of Dominick Taglialatella.
17.3 Resignation letter of Jack Wagenti.
17.4 Resignation letter of Emanuel Ploumis.
17.5 Resignation letter of Thomas F. August
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
American International Ventures, Inc.
/s/ Samuel Nunnemaker July 17, 2002
Samuel G. Nunnemaker
President
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
17.1 Resignation letter of Charles Fitzpatrick.
17.2 Resignation letter of Dominick Taglialatella.
17.3 Resignation letter of Jack Wagenti.
17.4 Resignation letter of Emanuel Ploumis.
17.5 Resignation letter of Thomas F. August
EXHIBIT 17.1
May 1, 2002
Telefax No. 973-471-7327
Mr. Jack Wagenti
American International Ventures, Inc.
260 Garibaldi Avenue
Lodi, New Jersey
RE:
American International Ventures, Inc.
Dear Mr. Wagenti:
I hereby resign as a member of the Board of Directors effective today, May 1, 2002.
Thank you for your consideration.
Very truly yours,
/s/ Charles A. Fitzpatrick III
Charles A. Fitzpatrick, III
EXHIBIT 17.2
Dominick Taglialatella
66 Crabapple Lane
Gillette, N.J. 07933
May 4, 2002
Mr. Jack Wagenti
President
American International Ventures, Inc.
260 Garibaldi Avenue
Lodi, New Jersey
Dear Jack Wagenti:
I hereby resign from my position as Director, effective May 4, 2002.
Sincerely,
/s/ Dominick Taglialatella
Dominick Taglialatella
EXHIBIT 17.3
Jack Wagenti
260 Garibaldi Avenue
Lodi, N.J. 07644
May 6, 2002
Dale Truesdale
Director
American International Ventures, Inc.
260 Garibaldi Avenue
Lodi, New Jersey
Dear Dale Truesdale:
I hereby resign from my position as Director and President, effective May 6, 2002.
Sincerely,
/s/ Jack Wagenti
Jack Wagenti
EXHIBIT 17.4
Emanuel Ploumis
1160 Pilgrims Path Way
Peach Bottom, PA 07563
May 6, 2002
Dale Truesdale
Director
American International Ventures, Inc.
260 Garibaldi Avenue
Lodi, New Jersey
Dear Dale Truesdale:
I hereby resign from my position as Director and Chief Executive Officer, effective May 6, 2002.
Sincerely,
/s/ Emanuel Ploumis
Emanuel Ploumis
EXHIBIT 17.5
To: Mr. Jack Wagenti – American International Ventures, Inc.
From: Mr. Thomas August
Date: May 21, 2002
Subject: My Status as a Board Member of American International Ventures, Inc.
==============================================================
This letter is to announce my resignation from the board of directors as scientific director of American International Ventures.
This action is due to the lack of activity due to financial restraints.
I wish you success in the future.
Sincerely,
/s/ Thomas F. August
Thomas F. August
May 21, 2002