AIVN 8K out
Form 8-K/A for AMERICAN INTERNATIONAL VENTURES INC /DE/
6-Mar-2013
Entry into a Material Definitive Agreement, Completion
Item 1.01 Entry into a Material Definitive Agreement.
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"), all of which were distributed to the PGPI shareholders as set forth on Schedule A to the Exchange Agreement.
The Exchange Agreement contained customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions.
Breaches of the representations and warranties will be subject to customary indemnification provisions, subject to specified aggregate limits of liability.
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 will be recorded on the books of the continuing company, and the stockholders' equity accounts of AIVN will be reorganized to reflect the terms of the Share Exchange. Although the $58,446,000 value of the shares of AIVN issued in the transaction exceeded the book value of the net assets of AIVN on the date of the transaction, no goodwill or other intangible asset was recognized. The aggregate value of the shares issued in the transaction was determined by reference to the closing price of the stock on the date of issuance.
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 he 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. 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%).
In a Form 8-K dated April 3, 2012, we attached a press release dated March 26, 2012, in which we reported the execution and closing of the Share Exchange with PGPI on March 23, 2012.
The Share Exchange Agreement is included as Exhibit 10.1 to this Current Report and is the legal document that governs the terms of the Share Exchange and the other transactions contemplated by the Share Exchange. The discussion of the Share Exchange Agreement set forth herein is qualified in its entirety by reference to Exhibit 10.1.
Item 2.01 Completion of Disposition or Acquisition of Assets.
On March 23, 2012, the Share Exchange referenced in Item 1.01 closed. After the Share Exchange, there are now 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, will be 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.
Pursuant to Item 2.01(f) of Form 8-K, the information that would be required if we were filing a general form for registration of securities on Form 10 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), upon consummation of the transaction follows. The information below corresponds to the item numbers of Form 10 under the Exchange Act.
Forward Looking Statements
The statements contained in this report that are not historical facts are forward-looking statements that represent management's beliefs and assumptions based on currently available information. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believes," "intends," "may," "will," "should," "anticipates," "expects," "could," "plans," or comparable terminology or by discussions of strategy or trends. Although management believes that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.
Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this report. While it is not possible to identify all factors, management continues to face many risks and uncertainties including, but not limited to, our ability or a target entity to meet the requirements to close any potential acquisition, the results of operations and our profitability following the acquisition of a new business venture, the acceptance in the market of the products or services we offer following an acquisition. Should one or more of these risks materialize, or should the underlying assumptions prove incorrect, actual results could differ materially from those expected. We
disclaim any intention or obligation to update publicly or revise such statements whether as a result of new information, future events or otherwise.
Except as otherwise indicated by the context, references in this Current Report on Form 8-K to "we," "us" and "our" are to the consolidated business of the Registrant and PGPI.
ITEM 1. BUSINESS
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 . . .
Item 3.02 Unregistered Sales of Equity Securities.
On March 23, 2012, we issued 162,350,000 shares of our common stock to the shareholders of PGPI in connection with the Share Exchange.
Such issuances were conducted pursuant to Section 4(2) of the Securities Act, as amended, and Regulation D promulgated thereunder.
Item 5.06 Change In Shell Company Status.
As described in Item 2.01 of this report, on March 23, 2012, the Share Exchange was completed. As a result of this transaction, we are no longer a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Placer Gold Prospecting, Inc.
We have audited the accompanying balance sheet of Placer Gold Prospecting, Inc. as of March 23, 2012, and the related statements of income and comprehensive income, changes in stockholders' equity, and cash flows for the period January 25, 2012 (date of formation) to March 23, 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 audit.
We conducted the audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 on 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 financial statements referred to above present fairly, in all material respects, the financial position of Placer Gold Prospecting, Inc. as of March 23, 2012, and the results of its operations and cash flows for the period January 25, 2012 to March 23, 2012 in conformity with U.S. generally accepted accounting principles.
As detailed in Note 3 to the financial statements, factors were discovered which caused restatements of the financial statements for the period January 25, 2012 (date of formation) to March 23, 2012.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, at March 23, 2012 the Company had an accumulated deficit of $60,360 and did not have sufficient resources to accomplish its objectives during the next twelve months. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities that might be necessary should the Company be unable to continue in operation.
/s/ Jeffrey & Company
Jeffrey & Company, Certified Public Accountants
March 4, 2013
Wayne, New Jersey
PLACER GOLD PROSPECTING, INC.
(An Exploration Stage Company)
BALANCE SHEET
MARCH 23, 2012
(Restated)
ASSETS
Current Assets:
Cash $ 115,665
Fixed Assets - vehicles and equipment 314,152
Mining claims 250,000
Total Assets $ 679,817
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 93,177
Stockholders' Equity:
Common stock: authorized, 500,000,000 shares of
$.001 par value; 163,250,000 issued and
outstanding 163,250
Additional paid in capital 483,750
Deficit accumulated during exploration stage (60,360)
Total stockholder' equity 586,640
Total Liabilities and Stockholders' Equity $ 679,817
PLACER GOLD PROSPECTING, INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
FOR THE PERIOD JANUARY 25, 2012 (DATE OF FORMATION) TO
MARCH 23, 2012
(Restated)
Revenue $ -
Expenses 60,460
Loss from operations (60,460)
Other income 100
Net loss $ (60,360)
Earnings per share - basic and diluted $ -
Weighted average number of shares outstanding 138,763,814
PLACER GOLD PROSPECTING, INC.
(An Exploration Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD JANUARY 25, 2012 (DATE OF FORMATION) TO
MARCH 23, 2012
(Restated)
Common Stock
Number Par Value Paid In Accumulated Total
of Shares Capital Deficit
Balance, January 25, - $ - $ - $ - $ -
2012
Shares issued for cash 24,350,000 24,350 462,650 - 487,000
Shares issued to 38,500,000 38,500 (38,500) - -
founders
Shares issued for 400,000 400 159,600 - 160,000
mining claim
Shares issued for 100,000,000 100,000 (100,000) - -
mining claims,
acquired from company
under
common control
Loss during period - - - (60,360) (60,360)
