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<title>AMIN</title>
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<table border="0" width="100%" cellspacing="0" cellpadding="0" height="1">
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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>UNITED STATES</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>SECURITIES AND EXCHANGE COMMISSION</b></font></td>
  </tr>
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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center">&nbsp; </td>
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    <td width="100%" colspan="2" height="1"><p align="center"><font size="4"><b>Washington, DC
    20549</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">Registration
    Statement</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">on Form S-8</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">Under the
    Securities Act of 1933</font></td>
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  <tr>
    <td width="100%" colspan="2" height="25">&nbsp; </td>
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  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="5"><strong><u>AMERICAN
    INTERNATIONAL INDUSTRIES, INC.</u></strong></font></td>
  </tr>
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    <td width="100%" colspan="2" height="1"><p align="center"><font size="2">(Exact name of
    Registrant as specified in its charter)</font></td>
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  <tr>
    <td width="50%" height="25">&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
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    <td width="50%" height="1"><p align="center"><font size="2"><u>Nevada</u></font></td>
    <td width="50%" height="1"><p align="center"><font size="2"><u>88-0326480</u></font></td>
  </tr>
  <tr>
    <td width="50%" height="1"><p align="center"><font size="1">(State of Incorporation)</font></td>
    <td width="50%" height="1"><p align="center"><font size="1">(IRS Employer Identification
    Number)</font></td>
  </tr>
  <tr>
    <td width="50%" height="25">&nbsp;&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="50%" align="center" height="1"><font size="2"><u>601 Cien Street, Suite 235,
    Kemah TX</u></font></td>
    <td width="50%" height="1"><p align="center"><font size="2"><u>77565</u></font></td>
  </tr>
  <tr>
    <td width="50%" align="center" height="1"><p align="center"><font size="1">(Address of
    Principal Executive Offices)</font></td>
    <td width="50%" height="1"><p align="center"><font size="1">(Zip Code)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="3"><u>2011 Employee
    Benefit Plan</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="1">(Full title of the
    plan)</font></td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="25"></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="2"><u>Daniel Dror, 601
    Cien Street, Suite 235, Kemah TX 77565 ( 281) 334-9479</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="1">(Name, address and
    telephone number of agent for service)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="2"><u>Approximate
    Date of Commencement of Proposed Sales under the Plan:</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="1">As soon as practicable after this Registration
    Statement becomes effective</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="2">Total Number of
    Pages: </font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="1">Exhibit Index begins
    on sequentially numbered page: 3</font></td>
  </tr>
</table>

<p align="center"><font size="2">Calculation of Registration Fee</font></p>

<table border="0" width="100%" cellspacing="0" height="56">
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Title of Securities to be Registered</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Amount to be Registered</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Proposed Maximum Offering Price per Share</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Proposed Maximum Aggregate Offering Price</font></td>
    <td width="14%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"
    height="20"><font size="1">Amount of Registration Fee</font></td>
  </tr>
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">Common Stock par value $.001</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">600,000(1)</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">$0.53(2)</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">$318,000</font></td>
    <td width="14%" align="center" style="border: 1px solid rgb(0,0,0)" height="2"><font
    color="#000000" size="1">$7.44</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="5" height="1"><font size="1">(1) Securities being registered
    consist of common stock issuable to employees under the 2011 Employee Benefit Plan. The
    plan qualifies as an employee benefit plan as defined under Rule 405 of Regulation C.<br>
    (2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of the
    average of the high and low price of the Registrant's common stock on the FINRA OTCBB on
    March 7, 2011.</font></td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div><font FACE="Times New Roman" SIZE="2"><b>

<p ALIGN="CENTER">PART I</p>
</b>

<p ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p ALIGN="JUSTIFY">ITEM 1. PLAN INFORMATION</p>

<p ALIGN="JUSTIFY">&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
documents containing the information specified in Part I, Items 1 and 2, will be delivered
to each of the participants in accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933.</p>

<p ALIGN="JUSTIFY">ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION</p>

<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
employees participating in the 2011 Employee Benefit Plan shall be provided a written
statement notifying them that upon written or oral request they will be provided, without
charge, (i) the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these documents are incorporated
by reference in the Section 10(a) prospectus directed in writing or orally to the
Registrant's CEO or corporate secretary at 601 Cien Street, Suite 235, Kemah, TX 77565,
telephone number (281) 334-9479.</p>
<b>

<p ALIGN="CENTER">PART II</p>
</b>

<p ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; By this reference,
the following documents filed by the Registrant with the Securities and Exchange
Commission (the &quot;Commission&quot;) are incorporated into and made a part of this
Registration Statement:</p>

<p></font><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; - Registrant's
Quarterly Reports on Form 10-Q for the quarter ended March 31, 2010, June 30, 2010 and
September 30, 2010, as filed with the Commission; <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; - Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2009, as filed with the Commission; <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; - Registrant's Definitive Proxy Statement on
Schedule 14A dated May 27, 2010, as filed with the Commission; and <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; - The description of the Registrant's Common
Stock is set forth in the Registrant's Form 8-A12b, as filed with the Commission on August
2, 2007. </font><font FACE="Times New Roman" SIZE="2"></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;), subsequent to the date of
this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.</p>

<p ALIGN="JUSTIFY">ITEM 4. DESCRIPTION OF SECURITIES</p>

<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Registrant's Common Stock is registered under Section 12(b) of the Exchange Act.</p>

<p ALIGN="JUSTIFY">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</p>

<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
None.</p>

<p ALIGN="JUSTIFY">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</p>

<p ALIGN="JUSTIFY"></font><font size="2">Section 78.037 of the Nevada Revised Statutes, or
&#147; NRS, &#148; allows a corporation, through its articles of incorporation, to limit
or eliminate the personal liability of directors and officers to the corporation and its
shareholders for damages for breach of fiduciary duty and the Registrant has adopted such
a provision of its articles of incorporation. However, this provision excludes any
limitation on liability for: </font></p>

<p ALIGN="JUSTIFY"><font size="2">&nbsp;&nbsp;&nbsp; - acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law; or <br>
&nbsp;&nbsp;&nbsp; - the payment of distributions in violation of Section 78.300 of the
NRS. </font></p>

<p ALIGN="JUSTIFY"><font size="2">Section 78.7502 of the NRS permits a corporation to
indemnify any agent of the corporation who was or is a party or is threatened to be made a
party to any proceeding (other than an action by or in the right of the corporation),
against expenses, judgments, fines, settlements, and other amounts incurred in connection
with the proceeding. Further, Section 78.7502 of the NRS provides that a corporation must
indemnify directors, officers, employees and agents against expenses actually and
reasonably incurred to the extent the person was successful on the merits in defending the
proceeding. In addition, Section 78.7502 of the NRS permits indemnification against
expenses actually and reasonably incurred in connection with the defense or settlement of
the action by or in the right of the corporation to obtain a judgment in its favor. A
corporation may not provide indemnification for any: </font></p>

<p ALIGN="JUSTIFY"><font size="2">&nbsp;&nbsp;&nbsp; - claim, issue or matter for which
the person has been found liable to the corporation; or <br>
&nbsp;&nbsp;&nbsp; - amounts paid in settlement to the corporation, unless the court
determines that the person is fairly and reasonably entitled to indemnity for the
expenses.</font></p>

<p ALIGN="JUSTIFY"><font size="2">Section 78.751 of the NRS provides that indemnification,
unless ordered by a court, may not be made to or on behalf of any director, officer,
employee or agent if a court establishes that the person&#146;s acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and were material to the
proceeding. In the case of a criminal proceeding, the person must have had no reasonable
cause to believe his or her conduct was unlawful. Section 78.752 of the NRS permits a
corporation to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation for any liability and expenses
whether or not the corporation has the authority to indemnify the person for the liability
and expenses. </font></p>

<p ALIGN="JUSTIFY"><font size="2">Insofar as indemnification for liabilities arising under
the Securities Act, may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.</font></p>

<p><font size="2">ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</font></p>

<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not
applicable.</font></p>

<p><font size="2">ITEM 8. EXHIBITS</font></p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="7%"><font size="2">Exhibit No.</font></td>
    <td width="93%"><font size="2">Description of Exhibits</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">5.1</font></td>
    <td width="93%"><font size="2">Opinion of Thomas J. Craft, Jr., PL, regarding legality of
    the securities,, filed herewith.</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">23.1</font></td>
    <td width="93%"><font size="2">Consent of Thomas J. Craft, Jr., PL, contained in Exhibit
    5.1 filed herewith.</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">23.2</font></td>
    <td width="93%"><font size="2">Consent of GBH CPAs, PC, Certified Public Accountants,
    filed herewith.</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">99.1</font></td>
    <td width="93%"><font size="2">2011 Employee Benefit Plan</font></td>
  </tr>
</table>

<p style="text-align:justify"><font size="2">ITEM 9. UNDERTAKINGS</font></p>

<p style="text-align:justify"><font size="2">(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:<br>
&nbsp;&nbsp;&nbsp; (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;<br>
&nbsp;&nbsp;&nbsp; (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and<br>
&nbsp;&nbsp;&nbsp; (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.</font></p>

<p style="text-align:justify"><font size="2">(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.</font></p>

<p style="text-align:justify"><font size="2">(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering:<br>
&nbsp;&nbsp;&nbsp; (i) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and<br>
&nbsp;&nbsp;&nbsp; (ii) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person against
the registrant in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.</font></p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center" style="text-align:center"><font size="2">SIGNATURES</font></p>

<p align="left" style="text-align:LEFT"><font size="2">Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kemah, Texas on this March 7, 2011. </font></p>

<p align="left" style="text-align:LEFT"><font size="2">American International Industries,
Inc. <br>
/s/ Daniel Dror <br>
CEO, President and Chairman (Principal Executive Officer) <br>
<br>
/s/Sherry Couturier <br>
Sherry Couturier <br>
CFO (Principal Financial Officer) </font></p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center"><strong><font size="2">Exhibit 5.1</font></strong></p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><p align="center"><strong><font size="4">Thomas J. Craft, Jr., PL</font></strong></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">5420 North Ocean Drive, Suite 2102</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">Singer Island, FL 33404</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">Phone: (561) 317-7036</font></td>
  </tr>
</table>

<p align="center" style="text-align:center">&nbsp;</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><p align="right"><font size="2">March 7, 2011</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="2">U.S. Securities and Exchange Commission</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">100 F Street, NW</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="2">Washington, DC 20549</font></td>
  </tr>
</table>

<p align="center" style="text-align:center">&nbsp;</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="24%"><p align="right"><font size="2">Re: </font></td>
    <td width="76%"><font size="2">American International Industries, Inc.</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="2">Commission File No. 001-33646</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="2">Registration Statement on Form S-8</font></td>
  </tr>
</table>

<p style="text-align:justify"><font size="2">Gentlemen:</font></p>

<p style="text-align:justify"><font size="2">I have been requested by American
International Industries, Inc.(the &quot;Registrant&quot;) to furnish an opinion as to
matters hereinafter set forth in connection with this registration statement on Form S-8
under the Securities Act of 1933, as amended (the &quot;Act&quot;), covering a total of
600,000 shares of common stock to be registered under the Registrant's 2011 Employee
Benefit Plan.</font></p>

<p style="text-align:justify"><font size="2">In connection with this opinion, I have
reviewed the filings of the Registrant incorporated by reference in this registration
statement and have determined that the Registrant is current in its reporting requirements
under the Securities Exchange Act of 1934. I have also reviewed other documents of the
Registrant and have further determined that the shares when issued will have been legally
issued, fully paid and non-assessable. Further, the Registrant has duly authorized the
issuance of the shares and the filing of this registration statement on Form S-8 under the
Act. I hereby consent to the inclusion of this opinion in the registration statement on
Form S-8 being duly filed with the Securities and Exchange Commission.</font></p>

<p style="text-align:justify"><font size="2">Very truly yours,</font></p>

<p style="text-align:justify">&nbsp;</p>

<p style="text-align:justify"><font size="2"><u>/s/ Thomas J. Craft, Jr. Esq.</u> <u><br>
</u>Thomas J. Craft, Jr., Esq.</font></p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="left" style="text-align:center"><strong><font size="2">Exhibit 23.1</font></strong></p>

<p align="center" style="text-align:center"><font size="2">(Contained in Opinion-Exhibit
5.1)</font></p>

<p align="center" style="text-align:center"><strong><font size="2">Exhibit 23.2</font></strong></p>
<font size="2"><b>

<p ALIGN="CENTER">CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</p>
</b>

<p>To the Board of Directors<br>
American International Industries, Inc.</p>

<p>Kemah, Texas</p>

<p>We hereby consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 31, 2010 relating to the financial statements of
American International Industries, Inc. as of December 31, 2009 and 2008 for the years
then ended.</p>

<p>/s/ GBH CPAs, PC<br>
GBH CPAs, PC<br>
www.gbhcpas.com</p>

<p ALIGN="JUSTIFY">Houston, Texas<br>
March 3, 2011</p>
</font></div>
</body>
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{"company-data": {"conformed-name": "AMERICAN INTERNATIONAL INDUSTRIES INC", "cik": "0001073146", "assigned-sic": "6799", "irs-number": "880326480", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-172693", "film-number": "11674983"}, "business-address": {"street1": "601 CIEN ST", "street2": "SUITE 235", "city": "KEMAH", "state": "TX", "zip": "77565-2701", "phone": "2813349479"}, "mail-address": {"street1": "601 CIEN ST", "street2": "SUITE 235", "city": "KEMAH", "state": "TX", "zip": "77565-2701"}}
AMIN
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
    20549
Registration
    Statement
on Form S-8
Under the
    Securities Act of 1933
AMERICAN
    INTERNATIONAL INDUSTRIES, INC.
(Exact name of
    Registrant as specified in its charter)
Nevada
88-0326480
(State of Incorporation)
(IRS Employer Identification
    Number)
601 Cien Street, Suite 235,
    Kemah TX
77565
(Address of
    Principal Executive Offices)
(Zip Code)
2011 Employee
    Benefit Plan
(Full title of the
    plan)
Daniel Dror, 601
    Cien Street, Suite 235, Kemah TX 77565 ( 281) 334-9479
(Name, address and
    telephone number of agent for service)
Approximate
    Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration
    Statement becomes effective
Total Number of
    Pages:
Exhibit Index begins
    on sequentially numbered page: 3
Calculation of Registration Fee
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock par value $.001
600,000(1)
$0.53(2)
$318,000
$7.44
(1) Securities being registered
    consist of common stock issuable to employees under the 2011 Employee Benefit Plan. The
    plan qualifies as an employee benefit plan as defined under Rule 405 of Regulation C.
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of the
    average of the high and low price of the Registrant's common stock on the FINRA OTCBB on
    March 7, 2011.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION
The
documents containing the information specified in Part I, Items 1 and 2, will be delivered
to each of the participants in accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The
employees participating in the 2011 Employee Benefit Plan shall be provided a written
statement notifying them that upon written or oral request they will be provided, without
charge, (i) the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these documents are incorporated
by reference in the Section 10(a) prospectus directed in writing or orally to the
Registrant's CEO or corporate secretary at 601 Cien Street, Suite 235, Kemah, TX 77565,
telephone number (281) 334-9479.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
By this reference,
the following documents filed by the Registrant with the Securities and Exchange
Commission (the "Commission") are incorporated into and made a part of this
Registration Statement:
- Registrant's
Quarterly Reports on Form 10-Q for the quarter ended March 31, 2010, June 30, 2010 and
September 30, 2010, as filed with the Commission;
- Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2009, as filed with the Commission;
- Registrant's Definitive Proxy Statement on
Schedule 14A dated May 27, 2010, as filed with the Commission; and
- The description of the Registrant's Common
Stock is set forth in the Registrant's Form 8-A12b, as filed with the Commission on August
2, 2007.
All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of
this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The
Registrant's Common Stock is registered under Section 12(b) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.037 of the Nevada Revised Statutes, or
" NRS, " allows a corporation, through its articles of incorporation, to limit
or eliminate the personal liability of directors and officers to the corporation and its
shareholders for damages for breach of fiduciary duty and the Registrant has adopted such
a provision of its articles of incorporation. However, this provision excludes any
limitation on liability for:
- acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law; or
- the payment of distributions in violation of Section 78.300 of the
NRS.
Section 78.7502 of the NRS permits a corporation to
indemnify any agent of the corporation who was or is a party or is threatened to be made a
party to any proceeding (other than an action by or in the right of the corporation),
against expenses, judgments, fines, settlements, and other amounts incurred in connection
with the proceeding. Further, Section 78.7502 of the NRS provides that a corporation must
indemnify directors, officers, employees and agents against expenses actually and
reasonably incurred to the extent the person was successful on the merits in defending the
proceeding. In addition, Section 78.7502 of the NRS permits indemnification against
expenses actually and reasonably incurred in connection with the defense or settlement of
the action by or in the right of the corporation to obtain a judgment in its favor. A
corporation may not provide indemnification for any:
- claim, issue or matter for which
the person has been found liable to the corporation; or
- amounts paid in settlement to the corporation, unless the court
determines that the person is fairly and reasonably entitled to indemnity for the
expenses.
Section 78.751 of the NRS provides that indemnification,
unless ordered by a court, may not be made to or on behalf of any director, officer,
employee or agent if a court establishes that the person's acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and were material to the
proceeding. In the case of a criminal proceeding, the person must have had no reasonable
cause to believe his or her conduct was unlawful. Section 78.752 of the NRS permits a
corporation to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation for any liability and expenses
whether or not the corporation has the authority to indemnify the person for the liability
and expenses.
Insofar as indemnification for liabilities arising under
the Securities Act, may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not
applicable.
ITEM 8. EXHIBITS
Exhibit No.
Description of Exhibits
5.1
Opinion of Thomas J. Craft, Jr., PL, regarding legality of
    the securities,, filed herewith.
23.1
Consent of Thomas J. Craft, Jr., PL, contained in Exhibit
    5.1 filed herewith.
23.2
Consent of GBH CPAs, PC, Certified Public Accountants,
    filed herewith.
99.1
2011 Employee Benefit Plan
ITEM 9. UNDERTAKINGS
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering:
(i) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(ii) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person against
the registrant in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kemah, Texas on this March 7, 2011.
American International Industries,
Inc.
/s/ Daniel Dror
CEO, President and Chairman (Principal Executive Officer)
/s/Sherry Couturier
Sherry Couturier
CFO (Principal Financial Officer)
Exhibit 5.1
Thomas J. Craft, Jr., PL
5420 North Ocean Drive, Suite 2102
Singer Island, FL 33404
Phone: (561) 317-7036
March 7, 2011
U.S. Securities and Exchange Commission
100 F Street, NW
Washington, DC 20549
Re:
American International Industries, Inc.
Commission File No. 001-33646
Registration Statement on Form S-8
Gentlemen:
I have been requested by American
International Industries, Inc.(the "Registrant") to furnish an opinion as to
matters hereinafter set forth in connection with this registration statement on Form S-8
under the Securities Act of 1933, as amended (the "Act"), covering a total of
600,000 shares of common stock to be registered under the Registrant's 2011 Employee
Benefit Plan.
In connection with this opinion, I have
reviewed the filings of the Registrant incorporated by reference in this registration
statement and have determined that the Registrant is current in its reporting requirements
under the Securities Exchange Act of 1934. I have also reviewed other documents of the
Registrant and have further determined that the shares when issued will have been legally
issued, fully paid and non-assessable. Further, the Registrant has duly authorized the
issuance of the shares and the filing of this registration statement on Form S-8 under the
Act. I hereby consent to the inclusion of this opinion in the registration statement on
Form S-8 being duly filed with the Securities and Exchange Commission.
Very truly yours,
/s/ Thomas J. Craft, Jr. Esq.
Thomas J. Craft, Jr., Esq.
Exhibit 23.1
(Contained in Opinion-Exhibit
5.1)
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
American International Industries, Inc.
Kemah, Texas
We hereby consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 31, 2010 relating to the financial statements of
American International Industries, Inc. as of December 31, 2009 and 2008 for the years
then ended.
/s/ GBH CPAs, PC
GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
March 3, 2011