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<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="4"><b>SECURITIES AND EXCHANGE
    COMMISSION</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="4"><b>Washington, DC 20549</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp;&nbsp;&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="3">FORM S-8</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp;&nbsp;&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="3"><b>Registration Statement</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="3"><b>Under the Securities Act
    of 1933</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><strong>American International Industries,
    Inc.</strong></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="2">(Exact name of Registrant as
    specified in its charter)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p align="center">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="50%"><p align="center">Nevada</td>
    <td width="50%"><p align="center">88-0326480</td>
  </tr>
  <tr>
    <td width="50%" align="center"><font size="2">(State or other jurisdiction of
    incorporation ororganization) </font></td>
    <td width="50%" align="center"><font size="2">(I.R.S. Employer of incorporation or
    Identification Number)</font></td>
  </tr>
  <tr>
    <td width="50%">&nbsp; </td>
    <td width="50%"></td>
  </tr>
  <tr>
    <td width="50%">&nbsp; </td>
    <td width="50%"></td>
  </tr>
  <tr>
    <td width="50%" align="center">601 Cien Street, Suite 235</td>
    <td width="50%" align="center">Daniel Dror</td>
  </tr>
  <tr>
    <td width="50%" align="center">Kemah, Texas 77565</td>
    <td width="50%" align="center">601 Cien Street, Suite 235 </td>
  </tr>
  <tr>
    <td width="50%" align="center">281-334-9479</td>
    <td width="50%" align="center">Kemah, Texas 77565</td>
  </tr>
  <tr>
    <td width="50%">&nbsp;&nbsp;&nbsp; </td>
    <td width="50%" align="center">281-334-9479</td>
  </tr>
  <tr>
    <td width="50%"><p align="center"><font size="2">(Address, including zip code, and
    telephone number, <br>
    including area code, of registrant's principal executive offices)</font></td>
    <td width="50%" align="center"><font size="2">(Name, address, including zip code,&nbsp;and
    telephone number, including<br>
    area code, of agent for service)</font></td>
  </tr>
  <tr>
    <td width="50%">&nbsp;&nbsp;&nbsp;&nbsp; </td>
    <td width="50%" align="center"></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><u><p ALIGN="CENTER"><font size="3">Consulting Agreements </font></u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="2">(Full Title of the Plans)</font></td>
  </tr>
  <tr>
    <td width="50%">&nbsp;&nbsp;&nbsp;&nbsp; </td>
    <td width="50%" align="center"></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><b><i><p ALIGN="CENTER">copies to:</i></b></td>
  </tr>
  <tr>
    <td width="50%"><p ALIGN="CENTER"><font size="2">Thomas C. Pritchard<br>
    Brewer &amp; Pritchard, P.C.<br>
    Three Riverway, Suite 1800<br>
    Houston, Texas 77056<br>
    Phone (713) 209-2950<br>
    Fax (713) 659-2430</font></td>
    <td width="50%" align="center"><p ALIGN="CENTER"><font size="2">Thomas J. Craft, Jr., P.A.<br>
    301 Clematis Street, Suite 3000<br>
    West Palm Beach, FL 33401<br>
    Phone (561) 651-7336<br>
    Fax (561) 655-3202<br>
    </font></td>
  </tr>
  <tr>
    <td width="50%">&nbsp; </td>
    <td width="50%" align="center"></td>
  </tr>
  <tr>
    <td width="50%">&nbsp;&nbsp; </td>
    <td width="50%" align="center"></td>
  </tr>
</table>

<p>&nbsp; </p>

<p ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</p>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="20%"
    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)"><p
    align="center"><strong><font size="2">Title of Securities To Be Registered</font></strong></td>
    <td width="18%"
    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)"><p
    align="center"><strong><font size="2">Amount Being Registered<sup>(1)</sup></font></strong></td>
    <td width="24%"
    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)"><p
    align="center"><strong><font size="2">Proposed Maximum Offering Price Per Share<sup>(2)</sup></font></strong></td>
    <td width="24%"
    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)"><p
    align="center"><strong><font size="2">Proposed Maximum Aggregate Offering Price<sup>(2)</sup></font></strong></td>
    <td width="14%" style="border: 1px solid rgb(0,0,0)"><p align="center"><strong><font
    size="2">Amount of Registration Fee</font></strong></td>
  </tr>
  <tr>
    <td width="20%"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Common Stock, par value $0.001 per share </font></td>
    <td width="18%"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">2,000,000</font></td>
    <td width="24%"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">$0.03</font></td>
    <td width="24%"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">$60,000</font></td>
    <td width="14%"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">$15</font></td>
  </tr>
</table>

<p ALIGN="JUSTIFY">(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
the number of shares of the issuer's Common Stock registered hereunder will be adjusted in
the event of stock splits, stock dividends or similar transactions.<br>
(2) Estimated solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(h), on the basis of the high and low prices of the Common Stock as
reported on the OTC Bulletin Board on February 18, 2002</p>
</div>

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

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

<p ALIGN="center">Information Required in the Section 10 (a) Prospectus</p>

<p ALIGN="JUSTIFY"><strong>Item 1. Plan Information.</strong></p>

<p ALIGN="JUSTIFY">This Registration Statement on Form S-8 provides for the issuance of a
total of two million shares of common stock, par value $.001 per share of American
International Industries, Inc. (the &quot;Company&quot;). One million shares are being
issued to Thomas C. Pritchard, a principal of the law firm of Brewer &amp; Pritchard,
P.C., for legal services; and one million shares to the principals of CR Capital Services,
Inc., our corporate securities compliance firm, as follows: four hundred thousand shares
to Thomas J. Craft, Jr., Esq., four hundred thousand shares to Richard Rubin and two
hundred thousand shares to Ivo Heiden. Each of the foregoing individuals are principals of
firms that have provided and are providing the Company with legal services, with respect
to Brewer &amp; Pritchard, P.C., and corporate securities compliance services, with
respect to CR Capital Services, Inc., in connection with separate consulting agreements
dated January 25, 2002 and as of January 3, 2002, respectively. The consulting agreements
are attached as Exhibits 10.11 and 10.12 hereto.</p>
<b>

<p ALIGN="JUSTIFY">Item 2. Registrant Information and Employee Plan Annual Information.</p>
</b>

<p ALIGN="JUSTIFY">The Company has provided a written statement to the above consultants
advising them of the availability, without charge, upon written or oral request, of the
documents incorporated by reference in Item 3 of Part II of the Registration Statement,
and stating that these documents are incorporated by reference in the Section 10(a)
prospectus. </p>
<b>

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

<p ALIGN="CENTER"></b>Information Required in the Registration Statement</p>

<p ALIGN="JUSTIFY"><b>Item 3. Incorporation of Documents by Reference</b></p>

<p ALIGN="JUSTIFY">The following documents filed by American International Industries,
Inc. with the Securities and Exchange Commission are incorporated in this Form S-8 by
reference:</p>

<p ALIGN="JUSTIFY">1. The Company's annual report for the fiscal year end December 31,
2000;</p>

<p ALIGN="JUSTIFY">2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the document
referred to in (1) above; and</p>

<p ALIGN="JUSTIFY">3. The description of the Company common stock which is contained in
the registration statement or amendment to any registration statement filed under Section
12 of the Exchange Act, including any amendment or report filed for the purpose of
updating the description.</p>

<p ALIGN="JUSTIFY">All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to the Registration Statement that indicate that all shares of common stock
offered have been sold or that deregister all of the shares then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to be a part
of it from the date of filing of the documents.</p>

<p ALIGN="JUSTIFY"><b>Item 4. Description of Securities</b></p>

<p ALIGN="JUSTIFY">Not Applicable.</p>

<p ALIGN="JUSTIFY"><b>Item 5. Interest of Named Experts and Counsel </b></p>

<p ALIGN="JUSTIFY">Thomas Pritchard is a principal of Brewer &amp; Pritchard, P.C. and has
received 1,000,000 shares of Company common stock pursuant to a consulting agreement, the
shares of which are being registered pursuant to this registration statement. </p>
<b>

<p ALIGN="JUSTIFY">Item 6. Indemnification of Directors and Officers</p>
</b>

<p ALIGN="JUSTIFY">Section 78.7502 of the Nevada General Corporation Law allows the
Company to indemnify any person who was or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding by reason of the fact that
he or she is or was a director, officer, employee, or agent of the Company or is or was
serving at the request of the Company as a director, officer, employee, or agent of any
corporation, partnership, joint venture, trust or other enterprise. The Company may
advance expenses in connection with defending any such proceeding, provided the indemnitee
undertakes to pay any amounts if it is later determined that the person was not entitled
to be indemnified by the Company.</p>

<p ALIGN="JUSTIFY"><b>Item 7. Exemption from Registration Claimed</b></p>

<p ALIGN="JUSTIFY">Not Applicable. </p>
<b>

<p ALIGN="JUSTIFY">Item 8. Exhibits</p>
</b>

<p ALIGN="JUSTIFY">The following exhibits are filed as part of this Registration
Statement:</p>
<u><b>

<p ALIGN="JUSTIFY">Exhibit No. Identification of Exhibit</p>
</b></u>

<table CELLSPACING="0" BORDER="0" CELLPADDING="1" WIDTH="817">
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">3(i) </font><font
    SIZE="1">(*)</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">Certificate of
    Incorporation of the Company, and Amendments thereto.</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">3(ii) </font><font
    SIZE="1">(*)</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">Amended and Restated
    By-laws of the Company</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">4.1 </font><font
    SIZE="1">(*)</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">Common Stock
    Certificate, American International Industries, Inc.</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">5.1</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">Opinion regarding
    legality</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">10.11</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">Thomas C. Pritchard
    Consulting Agreement dated January 25, 2002</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">10.12</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">Securities Compliance
    Consulting Agreement dated as of January 3, 2002</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">23.1</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">Consent of Counsel
    (included in Exhibit 5.1)</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">23.2</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><font size="3"><p ALIGN="JUSTIFY">Consent of R. E. Bassie
    &amp; Co., P.C., independent public accountants</font></td>
  </tr>
</table>
<font size="3">

<p ALIGN="JUSTIFY">_____________________<br>
</font><font size="2">(*) Filed previously on registration statement on Form 10-SB filed
on December 30, 1998, SEC File No. 0-25223.</font></p>
<b>

<p ALIGN="JUSTIFY">Item 9. Undertakings</p>
</b>

<p ALIGN="JUSTIFY">(a) The undersigned Registrant hereby undertakes:</p>

<p ALIGN="JUSTIFY">(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:</p>

<p ALIGN="JUSTIFY">i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;</p>

<p ALIGN="JUSTIFY">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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the &quot;Calculation of Registration Fee&quot;
table in the effective registration statement; and</p>

<p ALIGN="JUSTIFY">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.</p>

<p ALIGN="JUSTIFY">Provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 Commission by the registrant pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in the registration
statement.</p>

<p ALIGN="JUSTIFY">(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 <i>bona fide</i> offering
thereof.</p>

<p ALIGN="JUSTIFY">(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.</p>

<p ALIGN="JUSTIFY">(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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 <i>bona
fide</i> offering thereof.</p>

<p ALIGN="JUSTIFY">(c) 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 provisions described in Item 6 above, 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 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.</p>
</div>

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

<p ALIGN="CENTER"><b>SIGNATURES</b></p>

<p ALIGN="JUSTIFY">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,
State of Texas, on the 19th day of February, 2002.</p>

<p ALIGN="JUSTIFY">AMERICAN INTERNATIONAL INDUSTRIES, INC.</p>

<p ALIGN="JUSTIFY">By:__________________________<br>
Daniel Dror, Chief Executive Officer</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the capacity and
on the dates indicated:</p>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="16%"><u>Signature</u> </td>
    <td width="50%"><u>Title</u> </td>
    <td width="34%"><u>Date</u></td>
  </tr>
  <tr>
    <td width="16%">/s/ Daniel Dror</td>
    <td width="50%">Chief Executive Officer and Chairman of the Board </td>
    <td width="34%">February 19, 2002</td>
  </tr>
</table>
</div>

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

<p align="left">EXHIBIT 5.1</p>
</b>

<table border="0" cellpadding="0" cellspacing="0" width="100%" height="863">
  <tr>
    <td width="46%" colspan="2" height="4"><font size="5">Brewer &amp; Pritchard</font></td>
    <td width="54%" align="right" height="4"><font size="2"><br>
    Three Riverway, 18th Floor</font></td>
  </tr>
  <tr>
    <td width="46%" colspan="2" height="25">A PROFESSIONAL CORPORATION</td>
    <td width="54%" align="right" height="25"><font size="2">Houston, Texas 77066</font></td>
  </tr>
  <tr>
    <td width="46%" colspan="2" height="25">ATTORNEYS &amp; COUNSELOR</td>
    <td width="54%" align="right" height="25"><font size="2">Tel. (713) 209-2950</font></td>
  </tr>
  <tr>
    <td width="46%" colspan="2" height="25"></td>
    <td width="54%" align="right" height="25"><font size="2">Fax (713) 659 5302</font></td>
  </tr>
  <tr>
    <td width="46%" colspan="2" height="25"></td>
    <td width="54%" align="right" height="25"><font size="2">E-mail: info@BPLaw.com</font></td>
  </tr>
  <tr>
    <td width="46%" colspan="2" height="25"></td>
    <td width="54%" align="right" height="25"><font size="2">Website: www:BPLaw.com</font></td>
  </tr>
  <tr>
    <td width="46%" colspan="2" height="25"></td>
    <td width="54%" align="right" height="25"><font size="2"><p align="left">February 20, 2002</font></td>
  </tr>
  <tr>
    <td width="46%" colspan="2" height="25">American International Industries, Inc.</td>
    <td width="54%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="46%" colspan="2" height="25">601 Cien Street</td>
    <td width="54%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="46%" colspan="2" height="25">Kemah, Texas 77565</td>
    <td width="54%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="8%" height="25"><p align="right">Re: </td>
    <td width="38%" height="25">American International Industries, Inc.</td>
    <td width="54%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="8%" height="25"></td>
    <td width="38%" height="25">Registration Statement on Form S-8</td>
    <td width="54%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="46%" colspan="2" height="25"></td>
    <td width="54%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="442">Gentlemen:<p ALIGN="JUSTIFY">We have represented
    American International Industries, Inc., a Nevada corporation (&quot;Company&quot;), in
    connection with the preparation of a registration statement filed with the Securities and
    Exchange Commission on Form S-8 (&quot;Registration Statement&quot;) in connection with
    the registration of 2,000,000 shares (&quot;Shares&quot;) of the Company's common stock,
    par value $.001 per share under the Securities Act of 1933, as amended, 1,000,000 Shares
    which are to be issued to Thomas C. Pritchard, pursuant to a consulting agreement, and
    1,000,000 Shares which are to be issued pursuant to a Securities Compliance Consulting
    Agreement (the &quot;Plans&quot;).</p>
    <p ALIGN="JUSTIFY">In this connection, we have examined originals or copies identified to
    our satisfaction of such documents, corporate and other records, certificates, and other
    papers as we deemed necessary to examine for purposes of this opinion, including but not
    limited to the Plans, the Articles of Incorporation of the Company, the Bylaws of the
    Company, and resolutions of the Board of Directors of the Company.</p>
    <p ALIGN="JUSTIFY">We have examined such records and documents and have made such
    examination of laws as we considered necessary to form a basis for the opinion set forth
    herein. In our examination, we have assumed the genuineness of all signatures, the
    authenticity of all documents submitted to us as originals, and the conformity with the
    originals of all documents submitted to us as copies thereof.</p>
    <p ALIGN="JUSTIFY">We are of the opinion that the Shares will be, when issued pursuant to
    the Plans, legally issued, fully paid, and nonassessable.</p>
    <p ALIGN="JUSTIFY">We hereby consent to the filing of this Opinion as an Exhibit to the
    Registration Statement.<br>
    </td>
  </tr>
  <tr>
    <td width="46%" colspan="2" height="67"></td>
    <td width="54%" align="right" height="67"><p align="left">Very truly yours,</p>
    <p align="left">BREWER &amp; PRITCHARD, P.C.</td>
  </tr>
</table>
</div>

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

<p ALIGN="left"></b><strong><font face="Times New Roman" size="3">EXHIBIT 10.11</font></strong></p>

<p ALIGN="center"><b>CONSULTING AGREEMENT</b></p>

<p ALIGN="JUSTIFY">This Consulting Agreement dated January 25, 2002
(&quot;Agreement&quot;) is by and between, American International Industries, Inc., a
Nevada corporation (&quot;Company&quot;) and THOMAS C. PRITCHARD, an individual
(&quot;Consultant&quot;) and a representative of Brewer &amp; Pritchard, P.C. for
consulting and legal fees due to Brewer &amp; Pritchard, P.C.</p>

<p ALIGN="JUSTIFY"><u>W I T N E S S E T H:</u></p>

<p ALIGN="JUSTIFY">WHEREAS, Consultant has desires to provided certain consulting services
to the Company; and </p>

<p ALIGN="JUSTIFY">WHEREAS, the Company and Consultant desire to set forth in writing the
terms and conditions of their agreement;</p>

<p>NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements,
and considerations herein contained, the parties hereto agree as follows::</p>

<p ALIGN="JUSTIFY"><font size="3">1. <u>Engagement</u>. Subject to the terms and
provisions of this Agreement, the Company hereby affirms the engagement of Consultant, as
an independent contractor, and acknowledges that Consultant has to provided general legal
services.</font></p>

<p ALIGN="JUSTIFY"><font size="3">2. <u>Compensation</u>. For certain services performed
by Consultant for the Company, the Company will issue to Consultant 1,000,000 shares of
common stock of the Company pursuant to a S-8 Registration Statement.</font></p>

<p ALIGN="JUSTIFY"><font size="3">3. <u>Status Reports</u>. At the Company&#146;s written
request, Consultant shall prepare and submit to the Company a written status report
describing the status of any sales of the Company common stock sold hereby.</font></p>

<p ALIGN="JUSTIFY"><font size="3">4. <u>Term</u>. The term of this Agreement shall
commence on the date herein and shall continue in full force and effect for a period of
six months.</font></p>

<p ALIGN="JUSTIFY"><font size="3">5. <u>Miscellaneous.</u></font></p>

<p ALIGN="JUSTIFY">(a) <u>Assignment</u>. All of the terms, provisions and conditions of
this Agreement shall be binding upon and shall inure to the benefit of and be enforceable
by the parties hereto and their respective successors and permitted assigns. This
Agreement shall not be assigned or transferred by either party, nor shall any interest
herein be assigned, transferred, pledged or hypothecated by either party without the prior
written consent of the other party.<br>
(b) <u>Applicable Law</u>. This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.<br>
(c) <u>Entire Agreement, Amendments and Waivers</u>. This Agreement constitutes the entire
agreement of the parties hereto and expressly supersedes all prior and contemporaneous
understandings and commitments, whether written or oral, with respect to the subject
matter hereof. No variations, modifications, changes or extensions of this Agreement or
any other terms hereof shall be binding upon any party hereto unless set forth in a
document duly executed by such party or an authorized agent or such party. </p>

<p ALIGN="JUSTIFY">IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.</p>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="62%"><u>AMERICAN INTERNATIONAL INDUSTRIES, INC.</u></td>
    <td width="38%"><u>CONSULTANT</u></td>
  </tr>
  <tr>
    <td width="62%">/s/ Daniel Dror, Chief Executive Officer</td>
    <td width="38%">/s/ Thomas C. Pritchard</td>
  </tr>
</table>
</div><div><b>

<p ALIGN="JUSTIFY"><font face="Times New Roman" size="3">EXHIBIT 10.12</font></b></p>

<p ALIGN="CENTER"><b>SECURITIES COMPLIANCE CONSULTING AGREEMENT</b></p>

<p ALIGN="JUSTIFY">THIS SECURITIES COMPLIANCE SERVICES AGREEMENT (the
&quot;Agreement&quot;) is dated as of January 3, 2002, between American International
Industries, Inc. (&quot;AIII&quot;), with offices located at 601 Cien Street, Suite 236,
Kemah, Texas 77565 and CR Capital Services Inc. (&quot;CRCS&quot;), with offices located
at 301 Clematis Street, Suite 3000, West Palm Beach FL 33401 and 730 Fifth Avenue, Suite
911, New York, NY 10019.</p>

<p ALIGN="JUSTIFY">WHEREAS, AIII and CRCS desire to enter into a securities compliance
services relationship pursuant to which CRCS and its principals, Thomas J. Craft, Jr.,
Esq., Richard Rubin and Ivo Heiden (hereinafter, collectively &quot;CRCS&quot;), shall
provide continuous securities compliance services to AIII as set forth hereinbelow.</p>

<p ALIGN="JUSTIFY"><b>NOW THEREFORE</b>, the parties agree as follows:</p>

<p ALIGN="JUSTIFY"><b>1. <u>Term</u>: </b>This Agreement shall be for the term commencing
on the date set forth above and ending on January 31, 2003.</p>

<p ALIGN="JUSTIFY"><b>2. <u>Securities Compliance Services</u>: </b>AIII hereby retains
CRCS to provide legal and related services related to securities compliance services to
AIII, and CRCS accepts such retention upon the terms and conditions herein set forth. Such
services (the &quot;Services&quot;) shall include, but not to be limited to: </p>

<p ALIGN="JUSTIFY">(i) preparation and filing of AIII&#146;s Quarterly Reports on Form
10-QSB for the three, six and nine-month periods ended March 31, June 30 and September 30,
2002, respectively, for filing with the Securities and Exchange Commission; </p>

<p ALIGN="JUSTIFY">(ii) preparation and filing of AIII&#146;s Annual Report on Form 10-KSB
for its year ended December 31, 2001, working with AIII and its independent public
accounting firm;</p>

<p ALIGN="JUSTIFY">(iii) preparation and filing of AIII&#146;s Preliminary and Definitive
Proxy Statements on Schedule 14A for its 2002 annual meeting of shareholders and the
preparation of documents and filings related to the Proxy Statement;</p>

<p ALIGN="JUSTIFY">(iv) rendering continuous corporate securities compliance advise and
services to AIII for the purpose of continued compliance with the Federal and state
securities laws; and</p>

<p ALIGN="JUSTIFY">(v) reviewing resolutions adopted at board of meetings of AIII and
other appropriate corporate and legal documentation, at the written request of AIII, and
as may be necessary for corporate governance including written opinions for the transfer
of securities under Federal and state securities rules and law. </p>
<b>

<p ALIGN="JUSTIFY">3. <u>Consideration</u>: </b>Upon the execution of this Agreement, and
as consideration for the Services rendered and to be rendered by CRCS and its principals
during the term of this Agreement, AIII shall cause to be issued to the principals of CRCS
a total of 1 million shares of AIII&#146;s common stock (the &quot;Shares&quot;) as
follows: four hundred thousand Shares shall be issued to Thomas J. Craft, Jr.; four
hundred thousand Shares shall be issued to Richard Rubin; and two hundred thousand Shares
shall be issued to Ivo Heiden. All of the Shares shall be registered in a registration
statement on Form S-8 filed under the Securities Act of 1933, as amended (the
&quot;Act&quot;) and shall be issued in the names of the individual principals of CRCS as
provided herein. The Form S-8 registration statement shall be filed within thirty days of
the date first set forth above. This consideration shall be in addition to any other
consideration previously issued and/or paid or to be issued and/or paid to CRCS under
separate agreements between the parties hereto.</p>

<p ALIGN="JUSTIFY"><b>4. <u>Independent Contractor</u>: </b>At all times during the term
of this Agreement, CRCS shall be an independent contractor of AIII under this Agreement
and the principals of CRCS shall not be deemed employees of AIII.</p>

<p ALIGN="JUSTIFY"><b>5. <u>Compliance With All Applicable Law</u>: </b>CRCS acknowledges
that AIII is required to comply with the Act, the Exchange Act, and the rules promulgated
by the SEC, including the rules requiring AIII to remain current under the Exchange Act,
and the applicable securities and other laws of various states. CRCS hereby agrees that in
performance of its Services provided by this Agreement, CRCS will comply with all
applicable laws and rules. CRCS further represent that it is fully authorized to perform
the Services contemplated herein and will take all reasonable action necessary to assist
AIII in remaining current in its reporting requirements under the Exchange Act.</p>

<p ALIGN="JUSTIFY"><b>6. <u>Indemnification</u>: </b>CRCS shall each indemnify and hold
harmless AIII from and against all damages, losses or expenses suffered or paid as a
result of any and all claims, demands, suits, causes of action, proceedings, judgments and
liabilities, including reasonable attorney&#146;s fees, incurred in litigation or
otherwise, assessed, incurred or sustained by or against AIII with respect to or arising
out of the performance of the Services provided by CRCS under this Agreement excepting
only those losses caused by the gross negligence or willful misconduct of AIII. AIII shall
indemnify and hold harmless CRCS from and against all damages, losses or expenses suffered
or paid as a result of any and all claims, demands, suits, causes, of action, proceedings,
judgments and liabilities, including reasonable attorney&#146;s fees, incurred in
litigation or otherwise, assessed, incurred or sustained by or against CRCS with respect
to or arising out of the performance of Services under this Agreement excepting only those
losses caused by the negligence or willful misconduct of CRCS.</p>
<b>

<p ALIGN="JUSTIFY">7. <u>Miscellaneous</u>:</p>
</b>

<p ALIGN="JUSTIFY">(i) <u>Amendment</u>:<b> </b>This Agreement may not be amended or
modified in any respect, except by the mutual written agreement of the parties hereto.</p>

<p ALIGN="JUSTIFY">(ii) <u>Waivers and Remedies</u>: The waiver by any of the parties
hereto of any other party&#146;s prompt and complete performance, or breach or violation,
of any provision of this Agreement shall not operate nor be construed as a waiver of any
subsequent breach or violation, and the waiver by any of the parties hereto to exercise
any right or remedy which it may possess hereunder shall not operate nor be construed as a
bar to the exercise of such right or remedy by such party upon the occurrence of any
subsequent breach or violation.</p>

<p ALIGN="JUSTIFY">(iii) <u>Severability</u>:<b> </b>The invalidity of any one or more of
the words, phrases, sentences, clause, sections or subsections contained in this Agreement
shall not affect the enforceability of the remaining portions of this Agreement or any
part hereof all of which are inserted conditionally on their being valid in law, and, in
the event that any one or more of the words, phrases, sentences, clauses, sections or
subsections contained in this Agreement shall be declared invalid by a court of competent
jurisdiction, this Agreement shall be construed ads of such invalid word or words, phrase
or phrases, sentence or sentences, clause or clauses, section or sections, or subsection
of subsections had not been inserted.</p>

<p ALIGN="JUSTIFY">(iv) <u>Descriptive Headings</u>: The<b> </b>descriptive headings
contained herein are for convenience only and shall not control or affect the meaning or
construction of any provision of this Agreement.</p>

<p ALIGN="JUSTIFY">(v) <u>Counterparts</u>: This Agreement may be executed in any number
of counterparts and by the separate parties hereto in separate counterparts, each of which
shall be deemed to be one and the same instrument.</p>

<p ALIGN="JUSTIFY">(vi) <u>Notices</u>: All notices required to be given under this
Agreement shall be in writing, sent certified mail, return receipt requested, postage
prepaid, to the addresses set forth above.:</p>

<p>(vii) <u>Successors and Assigns</u>: This Agreement shall be binding upon and shall
inure to the benefits of the parties hereto and its respective successors and assigns.
None of the parties hereto shall assign any of its rights or obligations hereunder, except
that CRCS has the right to designate the names of its individual principals to whom the
Shares shall be issued as set forth herein.</p>

<p ALIGN="JUSTIFY">(viii) <u>Applicable Law</u>: This Agreement shall be governed by and
shall be construed, interpreted and enforced in accordance with the laws of the State of
Florida. Any dispute arising under this Agreement shall be settled by binding arbitration
in accordance with the rules of the American Arbitration Association with hearings if any
to take place in the Palm Beach County, State of Florida. </p>

<p ALIGN="JUSTIFY">IN WITNESS WHEREOF,<b> </b>the parties hereto have executed this
Agreement as of the day and year first above written.</p>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="50%"><p align="left">CR CAPITAL SERVICES INC.</td>
    <td width="50%"><p align="left">AMERICAN INTERNATIONAL INDUSTRIES, Inc.</td>
  </tr>
  <tr>
    <td width="50%">By: <u>/s/ Richard Rubin</u></td>
    <td width="50%">By: <u>/s/ Daniel Dror</u></td>
  </tr>
  <tr>
    <td width="50%">Richard Rubin, Secretary </td>
    <td width="50%">Daniel Dror, Chief Executive Officer</td>
  </tr>
</table>
</div>

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

<p>EXHIBIT 23.1</p>

<p ALIGN="CENTER"></b>CONSENT OF COUNSEL (included in Exhibit 5.1)</p>
</div>

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

<p><b>EXHIBIT 23.2</b></p>

<p ALIGN="CENTER"><u>CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS</u></p>

<table BORDER="0" CELLSPACING="0" BORDERCOLOR="#000000" CELLPADDING="0" WIDTH="1012">
  <tr>
    <td VALIGN="MIDDLE" COLSPAN="2" width="1012"><strong><font size="2">R. E. Bassie &amp;
    Co., P.C.</font></strong></td>
  </tr>
  <tr>
    <td VALIGN="MIDDLE" COLSPAN="2" width="1012"><strong><font size="2"><i>Certified Public
    Accountants</i></font></strong></td>
  </tr>
  <tr>
    <td VALIGN="MIDDLE" COLSPAN="2" width="1012"><strong><font size="2">A Professional
    Corporation</font></strong></td>
  </tr>
  <tr>
    <td VALIGN="MIDDLE" COLSPAN="2" width="1012"><font size="2">&nbsp; </font></td>
  </tr>
  <tr>
    <td WIDTH="667" VALIGN="MIDDLE"><font size="2"><p ALIGN="RIGHT">6776 Southwest Freeway,
    Suite 580</font></td>
    <td WIDTH="345" VALIGN="MIDDLE"></td>
  </tr>
  <tr>
    <td WIDTH="667" VALIGN="MIDDLE"><font size="2"><p ALIGN="RIGHT">Houston, Texas 77074-2115</font></td>
    <td WIDTH="345" VALIGN="MIDDLE"></td>
  </tr>
  <tr>
    <td WIDTH="667" VALIGN="MIDDLE"><font size="2"><p ALIGN="RIGHT">Tel: (713) 266-0691 Fax:
    (713) 266-0692</font></td>
    <td WIDTH="345" VALIGN="MIDDLE"></td>
  </tr>
  <tr>
    <td WIDTH="667" VALIGN="MIDDLE"><font size="2"><p ALIGN="RIGHT">E-Mail: Rebassie@aol.com</font></td>
    <td WIDTH="345" VALIGN="MIDDLE"></td>
  </tr>
</table>

<table CELLSPACING="0" BORDER="0" WIDTH="1011">
  <tr>
    <td VALIGN="MIDDLE" width="1009">American International Industries, Inc.</td>
  </tr>
  <tr>
    <td VALIGN="MIDDLE" width="1009">Kemah, TX</td>
  </tr>
</table>

<p ALIGN="JUSTIFY">We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 23, 2001, relating to the
consolidated financial statements of American International Industries, Inc., appearing in
the Company&#146;s Annual Report on Form 10-KSB for the fiscal year ended December 31,
2000. </p>
<u>

<p>/s/ R. E. Bassie &amp; Co., P.C.</p>
</u>

<p>Houston, Texas </p>

<p>February 20, 2002</p>
</div>
</body>
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edii
SECURITIES AND EXCHANGE
    COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act
    of 1933
American International Industries,
    Inc.
(Exact name of Registrant as
    specified in its charter)
Nevada
88-0326480
(State or other jurisdiction of
    incorporation ororganization)
(I.R.S. Employer of incorporation or
    Identification Number)
601 Cien Street, Suite 235
Daniel Dror
Kemah, Texas 77565
601 Cien Street, Suite 235
281-334-9479
Kemah, Texas 77565
281-334-9479
(Address, including zip code, and
    telephone number,
including area code, of registrant's principal executive offices)
(Name, address, including zip code, and
    telephone number, including
area code, of agent for service)
Consulting Agreements
(Full Title of the Plans)
copies to:
Thomas C. Pritchard
Brewer & Pritchard, P.C.
Three Riverway, Suite 1800
Houston, Texas 77056
Phone (713) 209-2950
Fax (713) 659-2430
Thomas J. Craft, Jr., P.A.
301 Clematis Street, Suite 3000
West Palm Beach, FL 33401
Phone (561) 651-7336
Fax (561) 655-3202
CALCULATION OF REGISTRATION FEE
Title of Securities To Be Registered
Amount Being Registered
(1)
Proposed Maximum Offering Price Per Share
(2)
Proposed Maximum Aggregate Offering Price
(2)
Amount of Registration Fee
Common Stock, par value $0.001 per share
2,000,000
$0.03
$60,000
$15
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
the number of shares of the issuer's Common Stock registered hereunder will be adjusted in
the event of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(h), on the basis of the high and low prices of the Common Stock as
reported on the OTC Bulletin Board on February 18, 2002
PART I
Information Required in the Section 10 (a) Prospectus
Item 1. Plan Information.
This Registration Statement on Form S-8 provides for the issuance of a
total of two million shares of common stock, par value $.001 per share of American
International Industries, Inc. (the "Company"). One million shares are being
issued to Thomas C. Pritchard, a principal of the law firm of Brewer & Pritchard,
P.C., for legal services; and one million shares to the principals of CR Capital Services,
Inc., our corporate securities compliance firm, as follows: four hundred thousand shares
to Thomas J. Craft, Jr., Esq., four hundred thousand shares to Richard Rubin and two
hundred thousand shares to Ivo Heiden. Each of the foregoing individuals are principals of
firms that have provided and are providing the Company with legal services, with respect
to Brewer & Pritchard, P.C., and corporate securities compliance services, with
respect to CR Capital Services, Inc., in connection with separate consulting agreements
dated January 25, 2002 and as of January 3, 2002, respectively. The consulting agreements
are attached as Exhibits 10.11 and 10.12 hereto.
Item 2. Registrant Information and Employee Plan Annual Information.
The Company has provided a written statement to the above consultants
advising them of the availability, without charge, upon written or oral request, of the
documents incorporated by reference in Item 3 of Part II of the Registration Statement,
and stating that these documents are incorporated by reference in the Section 10(a)
prospectus.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed by American International Industries,
Inc. with the Securities and Exchange Commission are incorporated in this Form S-8 by
reference:
1. The Company's annual report for the fiscal year end December 31,
2000;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the document
referred to in (1) above; and
3. The description of the Company common stock which is contained in
the registration statement or amendment to any registration statement filed under Section
12 of the Exchange Act, including any amendment or report filed for the purpose of
updating the description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to the Registration Statement that indicate that all shares of common stock
offered have been sold or that deregister all of the shares then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to be a part
of it from the date of filing of the documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interest of Named Experts and Counsel
Thomas Pritchard is a principal of Brewer & Pritchard, P.C. and has
received 1,000,000 shares of Company common stock pursuant to a consulting agreement, the
shares of which are being registered pursuant to this registration statement.
Item 6. Indemnification of Directors and Officers
Section 78.7502 of the Nevada General Corporation Law allows the
Company to indemnify any person who was or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding by reason of the fact that
he or she is or was a director, officer, employee, or agent of the Company or is or was
serving at the request of the Company as a director, officer, employee, or agent of any
corporation, partnership, joint venture, trust or other enterprise. The Company may
advance expenses in connection with defending any such proceeding, provided the indemnitee
undertakes to pay any amounts if it is later determined that the person was not entitled
to be indemnified by the Company.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Identification of Exhibit
3(i)
(*)
Certificate of
    Incorporation of the Company, and Amendments thereto.
3(ii)
(*)
Amended and Restated
    By-laws of the Company
4.1
(*)
Common Stock
    Certificate, American International Industries, Inc.
5.1
Opinion regarding
    legality
10.11
Thomas C. Pritchard
    Consulting Agreement dated January 25, 2002
10.12
Securities Compliance
    Consulting Agreement dated as of January 3, 2002
23.1
Consent of Counsel
    (included in Exhibit 5.1)
23.2
Consent of R. E. Bassie
    & Co., P.C., independent public accountants
_____________________
(*) Filed previously on registration statement on Form 10-SB filed
on December 30, 1998, SEC File No. 0-25223.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(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;
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 (a)(1)(i) and (ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 Commission by the registrant pursuant to Section 13
or 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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.
(c) 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 provisions described in Item 6 above, 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 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,
State of Texas, on the 19th day of February, 2002.
AMERICAN INTERNATIONAL INDUSTRIES, INC.
By:__________________________
Daniel Dror, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the capacity and
on the dates indicated:
Signature
Title
Date
/s/ Daniel Dror
Chief Executive Officer and Chairman of the Board
February 19, 2002
EXHIBIT 5.1
Brewer & Pritchard
Three Riverway, 18th Floor
A PROFESSIONAL CORPORATION
Houston, Texas 77066
ATTORNEYS & COUNSELOR
Tel. (713) 209-2950
Fax (713) 659 5302
E-mail: info@BPLaw.com
Website: www:BPLaw.com
February 20, 2002
American International Industries, Inc.
601 Cien Street
Kemah, Texas 77565
Re:
American International Industries, Inc.
Registration Statement on Form S-8
Gentlemen:
We have represented
    American International Industries, Inc., a Nevada corporation ("Company"), in
    connection with the preparation of a registration statement filed with the Securities and
    Exchange Commission on Form S-8 ("Registration Statement") in connection with
    the registration of 2,000,000 shares ("Shares") of the Company's common stock,
    par value $.001 per share under the Securities Act of 1933, as amended, 1,000,000 Shares
    which are to be issued to Thomas C. Pritchard, pursuant to a consulting agreement, and
    1,000,000 Shares which are to be issued pursuant to a Securities Compliance Consulting
    Agreement (the "Plans").
In this connection, we have examined originals or copies identified to
    our satisfaction of such documents, corporate and other records, certificates, and other
    papers as we deemed necessary to examine for purposes of this opinion, including but not
    limited to the Plans, the Articles of Incorporation of the Company, the Bylaws of the
    Company, and resolutions of the Board of Directors of the Company.
We have examined such records and documents and have made such
    examination of laws as we considered necessary to form a basis for the opinion set forth
    herein. In our examination, we have assumed the genuineness of all signatures, the
    authenticity of all documents submitted to us as originals, and the conformity with the
    originals of all documents submitted to us as copies thereof.
We are of the opinion that the Shares will be, when issued pursuant to
    the Plans, legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this Opinion as an Exhibit to the
    Registration Statement.
Very truly yours,
BREWER & PRITCHARD, P.C.
EXHIBIT 10.11
CONSULTING AGREEMENT
This Consulting Agreement dated January 25, 2002
("Agreement") is by and between, American International Industries, Inc., a
Nevada corporation ("Company") and THOMAS C. PRITCHARD, an individual
("Consultant") and a representative of Brewer & Pritchard, P.C. for
consulting and legal fees due to Brewer & Pritchard, P.C.
W I T N E S S E T H:
WHEREAS, Consultant has desires to provided certain consulting services
to the Company; and
WHEREAS, the Company and Consultant desire to set forth in writing the
terms and conditions of their agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements,
and considerations herein contained, the parties hereto agree as follows::
1.
Engagement
. Subject to the terms and
provisions of this Agreement, the Company hereby affirms the engagement of Consultant, as
an independent contractor, and acknowledges that Consultant has to provided general legal
services.
2.
Compensation
. For certain services performed
by Consultant for the Company, the Company will issue to Consultant 1,000,000 shares of
common stock of the Company pursuant to a S-8 Registration Statement.
3.
Status Reports
. At the Company's written
request, Consultant shall prepare and submit to the Company a written status report
describing the status of any sales of the Company common stock sold hereby.
4.
Term
. The term of this Agreement shall
commence on the date herein and shall continue in full force and effect for a period of
six months.
5.
Miscellaneous.
(a)
Assignment
. All of the terms, provisions and conditions of
this Agreement shall be binding upon and shall inure to the benefit of and be enforceable
by the parties hereto and their respective successors and permitted assigns. This
Agreement shall not be assigned or transferred by either party, nor shall any interest
herein be assigned, transferred, pledged or hypothecated by either party without the prior
written consent of the other party.
(b)
Applicable Law
. This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
(c)
Entire Agreement, Amendments and Waivers
. This Agreement constitutes the entire
agreement of the parties hereto and expressly supersedes all prior and contemporaneous
understandings and commitments, whether written or oral, with respect to the subject
matter hereof. No variations, modifications, changes or extensions of this Agreement or
any other terms hereof shall be binding upon any party hereto unless set forth in a
document duly executed by such party or an authorized agent or such party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
AMERICAN INTERNATIONAL INDUSTRIES, INC.
CONSULTANT
/s/ Daniel Dror, Chief Executive Officer
/s/ Thomas C. Pritchard
EXHIBIT 10.12
SECURITIES COMPLIANCE CONSULTING AGREEMENT
THIS SECURITIES COMPLIANCE SERVICES AGREEMENT (the
"Agreement") is dated as of January 3, 2002, between American International
Industries, Inc. ("AIII"), with offices located at 601 Cien Street, Suite 236,
Kemah, Texas 77565 and CR Capital Services Inc. ("CRCS"), with offices located
at 301 Clematis Street, Suite 3000, West Palm Beach FL 33401 and 730 Fifth Avenue, Suite
911, New York, NY 10019.
WHEREAS, AIII and CRCS desire to enter into a securities compliance
services relationship pursuant to which CRCS and its principals, Thomas J. Craft, Jr.,
Esq., Richard Rubin and Ivo Heiden (hereinafter, collectively "CRCS"), shall
provide continuous securities compliance services to AIII as set forth hereinbelow.
NOW THEREFORE
, the parties agree as follows:
1.
Term
:
This Agreement shall be for the term commencing
on the date set forth above and ending on January 31, 2003.
2.
Securities Compliance Services
:
AIII hereby retains
CRCS to provide legal and related services related to securities compliance services to
AIII, and CRCS accepts such retention upon the terms and conditions herein set forth. Such
services (the "Services") shall include, but not to be limited to:
(i) preparation and filing of AIII's Quarterly Reports on Form
10-QSB for the three, six and nine-month periods ended March 31, June 30 and September 30,
2002, respectively, for filing with the Securities and Exchange Commission;
(ii) preparation and filing of AIII's Annual Report on Form 10-KSB
for its year ended December 31, 2001, working with AIII and its independent public
accounting firm;
(iii) preparation and filing of AIII's Preliminary and Definitive
Proxy Statements on Schedule 14A for its 2002 annual meeting of shareholders and the
preparation of documents and filings related to the Proxy Statement;
(iv) rendering continuous corporate securities compliance advise and
services to AIII for the purpose of continued compliance with the Federal and state
securities laws; and
(v) reviewing resolutions adopted at board of meetings of AIII and
other appropriate corporate and legal documentation, at the written request of AIII, and
as may be necessary for corporate governance including written opinions for the transfer
of securities under Federal and state securities rules and law.
3.
Consideration
:
Upon the execution of this Agreement, and
as consideration for the Services rendered and to be rendered by CRCS and its principals
during the term of this Agreement, AIII shall cause to be issued to the principals of CRCS
a total of 1 million shares of AIII's common stock (the "Shares") as
follows: four hundred thousand Shares shall be issued to Thomas J. Craft, Jr.; four
hundred thousand Shares shall be issued to Richard Rubin; and two hundred thousand Shares
shall be issued to Ivo Heiden. All of the Shares shall be registered in a registration
statement on Form S-8 filed under the Securities Act of 1933, as amended (the
"Act") and shall be issued in the names of the individual principals of CRCS as
provided herein. The Form S-8 registration statement shall be filed within thirty days of
the date first set forth above. This consideration shall be in addition to any other
consideration previously issued and/or paid or to be issued and/or paid to CRCS under
separate agreements between the parties hereto.
4.
Independent Contractor
:
At all times during the term
of this Agreement, CRCS shall be an independent contractor of AIII under this Agreement
and the principals of CRCS shall not be deemed employees of AIII.
5.
Compliance With All Applicable Law
:
CRCS acknowledges
that AIII is required to comply with the Act, the Exchange Act, and the rules promulgated
by the SEC, including the rules requiring AIII to remain current under the Exchange Act,
and the applicable securities and other laws of various states. CRCS hereby agrees that in
performance of its Services provided by this Agreement, CRCS will comply with all
applicable laws and rules. CRCS further represent that it is fully authorized to perform
the Services contemplated herein and will take all reasonable action necessary to assist
AIII in remaining current in its reporting requirements under the Exchange Act.
6.
Indemnification
:
CRCS shall each indemnify and hold
harmless AIII from and against all damages, losses or expenses suffered or paid as a
result of any and all claims, demands, suits, causes of action, proceedings, judgments and
liabilities, including reasonable attorney's fees, incurred in litigation or
otherwise, assessed, incurred or sustained by or against AIII with respect to or arising
out of the performance of the Services provided by CRCS under this Agreement excepting
only those losses caused by the gross negligence or willful misconduct of AIII. AIII shall
indemnify and hold harmless CRCS from and against all damages, losses or expenses suffered
or paid as a result of any and all claims, demands, suits, causes, of action, proceedings,
judgments and liabilities, including reasonable attorney's fees, incurred in
litigation or otherwise, assessed, incurred or sustained by or against CRCS with respect
to or arising out of the performance of Services under this Agreement excepting only those
losses caused by the negligence or willful misconduct of CRCS.
7.
Miscellaneous
:
(i)
Amendment
:
This Agreement may not be amended or
modified in any respect, except by the mutual written agreement of the parties hereto.
(ii)
Waivers and Remedies
: The waiver by any of the parties
hereto of any other party's prompt and complete performance, or breach or violation,
of any provision of this Agreement shall not operate nor be construed as a waiver of any
subsequent breach or violation, and the waiver by any of the parties hereto to exercise
any right or remedy which it may possess hereunder shall not operate nor be construed as a
bar to the exercise of such right or remedy by such party upon the occurrence of any
subsequent breach or violation.
(iii)
Severability
:
The invalidity of any one or more of
the words, phrases, sentences, clause, sections or subsections contained in this Agreement
shall not affect the enforceability of the remaining portions of this Agreement or any
part hereof all of which are inserted conditionally on their being valid in law, and, in
the event that any one or more of the words, phrases, sentences, clauses, sections or
subsections contained in this Agreement shall be declared invalid by a court of competent
jurisdiction, this Agreement shall be construed ads of such invalid word or words, phrase
or phrases, sentence or sentences, clause or clauses, section or sections, or subsection
of subsections had not been inserted.
(iv)
Descriptive Headings
: The
descriptive headings
contained herein are for convenience only and shall not control or affect the meaning or
construction of any provision of this Agreement.
(v)
Counterparts
: This Agreement may be executed in any number
of counterparts and by the separate parties hereto in separate counterparts, each of which
shall be deemed to be one and the same instrument.
(vi)
Notices
: All notices required to be given under this
Agreement shall be in writing, sent certified mail, return receipt requested, postage
prepaid, to the addresses set forth above.:
(vii)
Successors and Assigns
: This Agreement shall be binding upon and shall
inure to the benefits of the parties hereto and its respective successors and assigns.
None of the parties hereto shall assign any of its rights or obligations hereunder, except
that CRCS has the right to designate the names of its individual principals to whom the
Shares shall be issued as set forth herein.
(viii)
Applicable Law
: This Agreement shall be governed by and
shall be construed, interpreted and enforced in accordance with the laws of the State of
Florida. Any dispute arising under this Agreement shall be settled by binding arbitration
in accordance with the rules of the American Arbitration Association with hearings if any
to take place in the Palm Beach County, State of Florida.
IN WITNESS WHEREOF,
the parties hereto have executed this
Agreement as of the day and year first above written.
CR CAPITAL SERVICES INC.
AMERICAN INTERNATIONAL INDUSTRIES, Inc.
By:
/s/ Richard Rubin
By:
/s/ Daniel Dror
Richard Rubin, Secretary
Daniel Dror, Chief Executive Officer
EXHIBIT 23.1
CONSENT OF COUNSEL (included in Exhibit 5.1)
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
R. E. Bassie &
    Co., P.C.
Certified Public
    Accountants
A Professional
    Corporation
6776 Southwest Freeway,
    Suite 580
Houston, Texas 77074-2115
Tel: (713) 266-0691 Fax:
    (713) 266-0692
E-Mail: Rebassie@aol.com
American International Industries, Inc.
Kemah, TX
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 23, 2001, relating to the
consolidated financial statements of American International Industries, Inc., appearing in
the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2000.
/s/ R. E. Bassie & Co., P.C.
Houston, Texas
February 20, 2002