Amended Annual Report (10-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

x ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2017

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission file number 333-182071

AIM EXPLORATION INC.

(Exact name of registrant as specified in its charter)


Nevada		67-0682135
(State or Other Jurisdiction of Incorporation of Organization)		(I.R.S. Employer Identification No.)

170 S Green Valley Pkwy, Suite 300

Henderson, Nevada 89012

(Address of principal executive offices)

1-844-246-7378
(Registrant’s telephone number, including area code)

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value, Preferred Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “ large accelerated filer and “ accelerated filer ” and “ smaller reporting company ” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o No x

Aggregate market value of the voting and non-voting stock of the registrant held by non-affiliates of the registrant as of the last day of the Company’s most recently-completed second fiscal quarter (February 29, 2016): $220,753.

As of November 28, 2017 the registrant’s outstanding stock consisted of 724,370,720 common shares and 100,000 preferred shares.

Table of Contents

TABLE OF CONTENTS

Item 1.	Business	3
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	13
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	14
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 8.	Financial Statements and Supplementary Data	16
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	31
Item 9A.	Controls and Procedures	31
Item 9B.	Other Information	31
Item 10.	Directors, Executive Officers and Corporate Governance	32
Item 11.	Executive Compensation	33
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
Item 13.	Certain Relationships and Related Transactions, and Director Independence	35
Item 14.	Principal Accountant Fees and Services	36
Item 15.	Exhibits, Financial Statement Schedules	37

Table of Contents

PART 1

Item 1. BUSINESS

We are an exploration stage company engaged in the acquisition and exploration of mineral properties with the intent to take properties into production. We were incorporated as a Nevada state corporation on February 18, 2010. We acquired mining concession properties in Peru during the fiscal year ended August 31, 2014.

We are considered an exploratory stage company, as we are involved in the examination and investigation of land that we believe may contain valuable minerals, for the purpose of discovering the presence of ore, if any, and its extent. There is no assurance that a commercially viable mineral deposit exists on the Peruvian properties, and further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined. We have no known reportable reserves of any type of mineral. To date, we have not discovered an economically viable mineral deposit on the property, and there is no assurance that we will discover one.

As of August 31, 2017, we had cash reserves of $802 and a working capital deficit of $2,273,317. We do not have sufficient funds to enable us to complete the initial phase of our exploration programs for the mining claims, and will require additional financing in order to do so. There is no assurance that we will be able to obtain additional financing. Both advanced exploration and an economic determination will be contingent upon the results of our preliminary exploration programs and our ability to raise additional financing in order to proceed with advanced exploration and an economic evaluation. There is no assurance that we will be able to obtain any additional financing to fund our exploration activities.

Peruvian Property

On June 23, 2014, Aim Exploration, Inc. entered into a Mining Concession Asset Acquisition Agreement (the “Agreement”) with Percana Mining Corp. (“Percana”). Pursuant to the Agreement, the Company acquired three separate mining concessions. The concession titles are unencumbered and comprise of three separate adjoing mining concession two concessions representing 40% are known as El Tunel Del Tiempo 1 code 11060780 and El Tunel Del Tiempo 2 code 11060781, and the third concession property is known as Agujeros Negros MAAG

comprising the remaining 60%, all of which are registered to the company.

In consideration for the above concessions, the Company has issued 63,000 restricted common shares (15,750,000 restricted common shares pre consolidation to Percana in two separate blocks; the first block consists of 25,200 common shares (6,300,000 common shares preconsolidation) The second block consists of 37,800 common shares (9,450,000 common shares preconsolidation). The fair value of these shares is $326,969 which was based on fair market value.

On April 25, 2016, the Company entered into an amendment to its Agreement with Percana and issued an additional 15,687,000 common shares to Percana to bring its post consolidation shareholdings back to 15,750,000 common shares. The fair value of these additional shares is $15,687. An additional 220,000,000 common shares were issued on September 14, 2016, pursuant to this amended agreement. The fair values of these shares is $462,000. Furthermore, under the terms of the amended Agreement, the Company agreed to issue additional common shares to Percana at any time common shares are issued to any director and/or controlling shareholder of the Company, the number of common shares issued to Percana to be equal to those issued to the director and/or controlling shareholder.

Royalties

The combined concessions are known as “The Black Hole”, the first two concessions, El Tunel del Tiempo 1 & 2 do not have royalties payable. The third concession, Agujeros Negros WA-AG has a royalty consisting of payment of US $1.00 per each metric ton of anthracite coal extracted from and sold. The royalty applies from the time when the sales of anthracite coal reach US $150,000.

Process Whereby Mineral Rights Are Acquired in Peru (Peruvian System of Concessions)

In Peru, any individual or company can solicit (through a “Petition” to the Government, the grant of a mining concession. Through an administrative process at INGEMMET (the geological Mining and Metallurgical Institute), when all technical and legal requirements are complied with, the Government will grant the mining concession. The mining concession grants the titleholder the right to explore, exploits, process, transport, market and refine mineral whether it is metallic, non-metallic or coal mineral. Once the concession is granted it must be registered at the Public Registries and the concession titleholder can freely transfer, assign, encumber or exercise over it any kind of disposition act.

A mining concession in Peru does not have duration of time limit. However, it carries an obligation to pay annual Validity fees to prevent cancellation from the Government as in Peru the nature of a mining concession entails a duty for its development and production in order to grant it added value. In the General Regime this is for medium and large mining, the payment of validity fees is US$ 3.00 per hectare per year.

Rights and Obligations: Concession titleholder’s rights

The properties are all located on vacant land, and vacant land properties are entitled to the free mining use of the surface land that corresponds to the concession and outside of it, for its economic advantage without the need for any additional request, however that being said the titleholder does not have the right for the use of surface land without formal consent, the properties are owned by the government and for a total fee of approx. US$15,000.00 the surface rights are readily available to AIM.

Table of Contents

The right to request from the mining authorities easements of third party lands that are necessary for the reasonable use the concession.

The right to free trade of extracted minerals provided they have the respective permits and authorizations.

To build on neighboring concessions the labor work that is necessary for the access, ventilation and drainage of their own concession, mineral transport and safety of the workers.

The right to use the water that is necessary for the domestic service of the staff workers and for the operations of the concession, in accordance with the legal provisions for these matters.

The right to inspect the work of neighboring or adjacent mining concessions when invasion is suspected or when there is danger of flooding, collapse or dire due to the bad state of the labor work of the neighbors or adjacent for the work they are carrying out.

Duties of the Concession titleholders:

Validity fee payment of US $3.00 per hectare, due June 30 every year. If not paid for two years, concession returns to the Government. Fee to be paid by AIM. (Paid)

Payment of penalty fees if not in production is US $6.00 per year up to year seven increasing to US $20.00 per year from year 12. After failure to pay for two years the concession reverts to the Government. Fee to be paid by AIM. (Paid)

Follow the occupational health and safety provided for in Regulations of Occupational Health and Safety.

Follow the Environment Management Instruments.

We confirm the Environmental Management permits are currently being applied for and we expect to have these in place within the ensuing six months.

Peruvian Property Location

The property is accessible by standard vehicles; all roadways are drivable with the roadways being paved and or gravel roadways. The driving time is approx. 4 hours from the city of Trujillo Peru. In addition, there is roadway running through the property making it feasible for exploration and drilling. The entire property consists of 1,000 hectares. The official location of the property is:

Republic: Peru

Department: La Libertad

Province: Otuzco

District: Huaranchal

Spot: Between Huayobamba and Lajon

Figure 1 is a map that shows the location of the project and the surrounding area. The coordinates near the centroid of the property are 7° 44’ 13.06” S and 78° 31’ 05.87” W. The property is 1,000 hectares and are all with one contiguous block of property.

Table of Contents

↑ North

Note: This location map is copied from a previous geological report done for the property by MTC and the map was completed in May of 2012.

Figure 1 Property Location

Geology

The geology in the area of the property and surrounding areas in general have a regional stratigraphy, composed in large percentage of sequences of Mesozoic sedimentary rocks ranging from Jurassic in the western sector, then the Lower Cretaceous superior and in the northwest-northeast with Tertiary volcanic sequences, which cover much of the region, and the upper most are alluvial deposits from the recent Quaternary. There are also some Tertiary intrusive bodies that outcrop in the southwest area of the region.

The local geology for the property consists of sedimentary units, corresponding to the Chimú Chicama formations, Santa, Carhuaz and Farrat, and the Alto Chicama River basin is characterized by outcrops of Mesozoic rocks that have the have major folding and fracturing. This folding is apparent in the Jurassic sedimentary rocks (Chicama formation) at lower levels near the Alto Chicama River. Chicama Formation is characterized by the presence of dark gray shale with interbedded sandstones, and slate gray tuffaceous quartz at some levels. The Chimú Formation is present in most of the study area, and is the most noticeable towards the southwest and Chicama formation is exposed near the river. These formations are important because this is the horizon in the area of greatest interest because of the presence of coal seams and in some cases have the presence of sub-anthracite and anthracite, occurring with some areas as "lenses" in the bituminous coal. The following is the sedimentary sequence; sandstones, siltstones, shale, and black shale (Cobbing et al., 1996: 73-74). The two formations are exposed mostly in streams and Quina Shangala (erosional cut within the property), covering most of the local area. The Santa and Carhuaz formations, are not fully differentiated in the study area, having found areas with shale, siltstone, limestone, sandstone, quartzite and in some sectors they have small "lenses" of bituminous coal, but are of smaller magnitude. In summary these formations, especially the formation Chimú, are of great interest, as possible sources for economic development for the "Black Holes Property".

There are granodioritic intrusive rocks that outcrop in the form of stocks, with the presence of a large intrusive towards the left of the village of Lajon (northwest corner of the property). This area is heavily disturbed and altered, and has the presence of metallic minerals, which is an association of the coal deposits of the basin Chicama (usually Au.).

Table of Contents

These various Shangala features (used in sampling activities) are essentially a creek that dissects perpendicular to the outcrops surrounding the river Alto Chicama, both sectors have significant levels of bituminous coal, quite broken, which could be of value in the economic exploration to exploitation of the property.

The oldest rocks in the prospect of coal formations are the Upper Jurassic Chicama and overlie rocks of the Chimú formation, this being the one with the anthracite coal and sub-anthracites plus it includes other sedimentary horizons with bituminous coal. These formations and especially above the village of Chimú is of great interest as a source of possible development of the mining project because they are the carriers of coal in the area and this is this geological unit which covers 80% of the area.

The studies done by MTC and later by Gustavson are not done to NI43-101 or coal industry standards to report resources and reserves. The property is currently without known reserves and current and planned exploration programs are exploratory in nature.

Current and planned exploration:

The previous work completed on or near the property has focused on geologic mapping and sampling via trenches at the outcrop areas and in old, existing tunnels. There are active small mining operations on the northwest area of the property that has also added information on the quality of the coal from the property.

The property’s evaluation and database will be greatly improved by a program of additional geologic mapping, trenching and most of all by completing 3-4 drill holes that provide core for sampling and testing, but also will be an important guide to the structure of the coal deposits. More drill holes are required to define resources; the first suggested drilling program may define the need for additional drill holes due to the structural complexity of the coal beds.

Figure 2 shows many relevant features of the property. The map is very busy so some explanation is required.

Note: this figure is also from the MTC Report of 2012 and shows many features of the property that are describe and explained in the text of this report.

Figure 2 Property Map showing Site Specific Features

The outline of the property is shown by a lavender line that defines a rectangle shape that is extended to the south. There is no north arrow, but there are grid lines that show north-south and east-west. The Alto Chicama River is in the south (bottom) of the figure and the features, some with red markings that cross the property in a northeast to southwest direction, are the features referred to as Shangalas. The small black marks towards the northwest are the small mines mentioned above.

Table of Contents

The main feature from Figure 2 that will aid the exploration and drilling effort is the existing road that crosses the center of the property and is shown as a light blue, meandering line. The importance of this existing road is that it will give easy access to the center of the property where the proposed drill holes can be located. The coal deposits proposed to define first are south of the road and by setting up at various locations along the road and drilling at an angle towards the south will provide the best possibility to intersect and sample the coal seams. Four drill holes along the road can be spaced to provide data points to define some resources as Indicated. The exact drill sites will be defined in a combination of future site visits and geologic mapping, which is the first phase of exploration.

The cost and timing for the Phase I of drill hole siting and mapping is estimated at about $35,000 and will be started as soon as AIM has the necessary funds, the process is expected to take approximately 10 days. The planning for Phase 2, drilling, sampling, analysis and possible more trenching is estimated at $350,000 to include a drilling contractor, geologic support, sample analysis and reporting and could complete the 4 drilling program in 6 weeks. This data provided by Phase 1 and Phase 2 could then be utilized to develop a NI43-101 Resource Report and possible a Preliminary Economic Assessment (PEA).

The cost and timing for the required permitting for the property is as follows:

COSTS BREAKDOWN
DESCRIPTION		COSTS $	TIME
1. ENVIRONMENTAL IMPACT STUDY		50,000	6 months
Conceptual hydrological and hydrogeological study		25,000
2. START OF MINING OPERATIONS			4 months
Authorization of the surface land (titleholder) Mine plan Detailed Ventilation Study Detailed Geomechanics Study Seismic risk studies Design of explosives storage Occupational Health and Safety Plan Design of tailings storage		14,999 15,000 10,000 10,000 7,000 2,000 2,000 15,000
3. CLOSURE PLAN		35,000	4 months
4. PREPARATION OF FILE OF WATER USE ISSUED BY ANA		7,000	1 month
5. PREPARATION OF FILE FOR DISPOSAL OF WATER (DIGESA AND ANA)		5,000	1 month
6. LEGAL COSTS ASSOCIATED TO OBTAIN ALL THE AFOREMENTIONED PERMITS		50,000	Throughout the process
TOTAL COSTS $	$	247,999

Summary

Gustavson Associates based out of Boulder Colorado provided the technical information on the Peruvian property. Gustavson Associates is a mining consulting firm with over 30 years of extensive international experience. Mr. Karl D. Gurr of Gustavson Associates completed a site visit of the property together with visiting the Port of Salaverry located in Trujillo Peru and has reviewed numerous reports. Mr. Karl Gurr is a Registered Member of the Society of Mining Engineers and has degrees in Geology and Mining Engineering with over 25 years of direct experience in the coal industry, which defines Mr. Gurr’s status as a qualified person. As stated Mr. Gurr performed a property visit and a visit to the Port of Salaverry and confirms that the property is a known coal bearing area with sufficient past geologic study to merit additional work (exploration) to better define coal resource and eventually a plan for mining the resource. Any further exploration will be overseen and supervised by or through Mr. Gurr and will be focused on providing additional information to advance the project and to do it in a cost effective manner. Mr. Gurr has confirmed the infrastructure and property access already exists and the Port of Salaverry has the capability to store and ship the produced coal.

In addition to Mr. Gurr’s visit we solicited the efforts of mining engineer and geologist Manuel Chumpitaz Cama. Mr. Cama has known the property for many years and he attended to extractive of coal samples from various mine tunnels within the property. Through the supervision of Mr. Cama samples of coal were taken from the property and delivered to the local university lab for testing. Following is the official results of the testing.

The legal and permitting information was provided to AIM by their team of Peruvian legal advisors based in Lima Peru.

Analysis of Coal Samples

The following report was obtained from world-renowned SGS Canada Inc.:

Table of Contents

WE WILL REQUIRE SIGNIFICANT ADDITIONAL FINANCING IN ORDER TO CONTINUE OUR EXPLORATION ACTIVITIES AND OUR ASSESSMENT OF THE COMMERCIAL VIABILITY OF OUR PROPERTIES. EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY, WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE INTO COMMERCIAL PRODUCTION .

Table of Contents

While we are very optimistic the properties contain minerals we are not sure. Our business plan calls for significant expenditures in connection with the exploration of the property. We will, however, require additional financing in order to complete the remaining phases of the exploration program, and to conduct the economic evaluation that would be necessary for us to assess whether sufficient mineral reserves exist to justify commercial exploitation. We currently are in the exploration stage and have no revenue from operations. We currently do not have any arrangements in place for additional financing, and we may not be able to obtain financing on terms that are acceptable to us, or at all. If we are unable to obtain additional financing, we will not be able to continue our exploration activities and our assessment of the commercial viability of the property. Further, if we are able to establish that development of the property is commercially viable, our inability to raise additional financing at this stage would result in our inability to place the property into production and recover our investment.

Competition

We are a junior mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties.

We will also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral exploration companies. The presence of competing junior mineral exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.

We will also compete with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.

Table of Contents

As at August 31, 2017, we had cash reserves of $802 and working capital deficit of $2,273,317. We do not have sufficient funds to enable us to complete this initial phase of our exploration programs for the mining claims. We will require additional financing in order to commence the initial phases of exploration of the properties. There is no assurance that will be able to obtain additional financing. Both advanced exploration and an economic determination will be contingent upon the results of our preliminary exploration programs and our ability to raise additional financing in order to proceed with advanced exploration and an economic evaluation. There is no assurance that we will be able to obtain any additional financing to fund our exploration activities.

Patents, Trademarks, Franchises, Royalty Agreements or Labor Contracts

We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis.

Research and Development

We have not spent any amounts on research and development activities during the year ended August 31, 2017. We anticipate that we will not incur any expenses on research and development over the next 12 months. Our planned expenditures on our operations or a business combination are summarized under the section of this annual report entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations”.

Employees and Employment Agreements

At present, we have no employees other than our executive officers and directors. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.

Item 1A. RISK FACTORS

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 1B. UNRESOLVED STAFF COMMENTS

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. PROPERTIES

Descriptions of the leases concerning our mining facilities can be found in Item 1 of this report on Form 10-K. We do not currently own any property or real estate of any kind. Our executive offices are located at 170 South Green Valley Parkway, Suite 300, Henderson Nevada, 89012.

Item 3. LEGAL PROCEEDINGS

A company called Tarpon Bay commenced legal action with the company as at August 30, 2016 claiming the company owed them $78,678. The company is disputing the claim and it is currently in the hands of the courts. This relates to the S-1 registration statement that became effective June 1, 2015. The S-1 that was registered in the name of Southridge Capital and the amount of the claim represents the “standby fee”. In view of the fact that the equity line of credit with Southridge Capital was completed wrong and could not be utilized technically Southridge or Tarpon Bay was not on “standby”. The S-1 registration statement was approved by Southridge (Tarpon Bay) in- house legal department prior to submitting to the SEC for registration." There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest. On April 11, 2017, Tarpon Bay dismissed the action without prejudice.

A company called LG Capital Finance commenced legal action with the Company as at December 22, 2016.

On December 22, 2016, LG Capital Finance filed a complaint with the United States District Court, Southern District of New York (Case No: 1”17-cv-3118) against the company. In the complaint, LG Capital Finance indicated that on June 5, 2015, the company entered into a Securities Purchase Agreement (the “June 15,2015 SPA”) and the company issued LG a 8% Convertible Note in the principal amount of $57,875 (“the June 5 Note”). In the complaint LG seeks damages for breach of contract, unjust enrichment and legal fees. On August 14, 2017, the company made a motion to dismiss the case and to declare the note void under New York’s criminal usury statute for charging a rate of interest exceeding 25%. The penalty in New York for charging a criminally usurious rate of interest is forfeiture of the loans principal and interest pursuant to NY’s Gen. Oblig. Law 5-511. The motion to dismiss has been fully briefed and is awaiting the court’s decision.

On April 16, 2017, Adar Bays, LLC filed an amended complaint with the United States District Court, Southern District of New York (Case No: 1:17-cv-1290) against the Company, in the complaint, Adar Bays indicated that (i) on November 6, 2014, the Company and Adar Bays entered into a Securities Purchase Agreement (“the November 6, SPA”) and the Company issued Adar Bays an 8% Convertible Note in the principal amount of $45,000.00 (the November 6, 2014 Note”). In the complaint Adar Bays seeks damages for breach of contract, unjust enrichment and legal fees. On August 25, 2017, the company made a motion to dismiss the case and to declare the note void under New York’s criminal usury statute for charging a rate of interest exceeding 25%. The penalty in New York for charging a criminally usurious rate of interest is forfeiture of the loans principal and interest pursuant to NY’s Gen. Oblig. Law 5-511. The motion to dismiss has been fully briefed and is awaiting the court’s decision.

Table of Contents

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

Item 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER

PURCHASES OF EQUITY SECURITIES

Market Information

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained. A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resales.

Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. We would like to register our shares for resale by our selling stockholders and then obtain a trading symbol to trade our shares over the OTC Bulletin Board. However, there is no assurance that we will be successful in getting our common stock quoted on the OTC Bulletin Board.

Number of Holders

As of November 28, 2017, we had approximately 59 shareholders of record of our common stock.

As of November 28, 2017, we had 1 shareholder of record of our preferred stock.

Dividend Policy

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

On May 19, 2017, the Company issued to Power Up Lending Group Ltd. a convertible promissory note in the principal amount of $63,000, in connection with a Securities Purchase Agreement entered into by the parties on May 19, 2017. The note accrues interest at a rate of 12% per annum, with a maturity date of February 28, 2018. The holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at a price equal to 61% of the lowest trading price of the common stock during the 15 trading days prior to issuing a notice of conversion to the Company.

On June 26, 2017, the Company issued to Power Up Lending Group Ltd. a convertible promissory note in the principal amount of $33,000, in connection with a Securities Purchase Agreement entered into by the parties on June 26, 2017. The note accrues interest at a rate of 12% per annum, with a maturity date of March 30, 2018. The holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at a price equal to 61% of the lowest trading price of the common stock during the 15 trading days prior to issuing a notice of conversion to the Company.

On September 11, 2017, the Company entered into an Equity Purchase Agreement (the “L2 Purchase Agreement”) with L2 Capital, LLC (“L2 Capital”). Under the L2 Purchase Agreement, the Company may from time to time, in its discretion, sell shares of its common stock to L2 Capital for aggregate gross proceeds of up to $5,000,000. Unless terminated earlier, L2 Capital’s purchase commitment will automatically terminate on the earlier of the date on which L2 Capital shall have purchased Company shares pursuant to the Purchase Agreement for an aggregate purchase price of $5,000,000 or September 11, 2020. The Company has no obligation to sell any shares under the L2 Purchase Agreement.

On September 11, 2017, the Company issued to L2 Capital, LLC. a convertible promissory note in the principal amount of $222,222, in connection with a Securities Purchase Agreement entered into by the parties on September 11, 2017. The note accrues interest at a rate of 8% per annum, and will be issued in a number of tranches, with the maturity dates of each tranche being six months from the effect date of the respective payment. The holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at a price equal to 60% of the lowest trading price of the common stock during the 30 trading days prior to issuing a notice of conversion to the Company.

Table of Contents

On September 11, 2017, the Company issued to L2 Capital, LLC. (“L2 Capital”) a convertible promissory note in the principal amount of $150,000, in connection with a Securities Purchase Agreement entered into by the parties on September 11, 2017. This note was issued by the Company to L2 Capital as a commitment fee, pursuant to the L2 Purchase Agreement detailed in item “c” above. The note accrues interest at a rate of 8% per annum, with a maturity date of September 11, 2018. The holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at a price equal to 60% of the lowest trading price of the common stock during the 30 trading days prior to issuing a notice of conversion to the Company.

Equity Compensation Plan Information

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended August 31, 2017.

Item 6. SELECTED FINANCIAL DATA

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with our financial statements, including the notes thereto, included in this Report. Some of the information contained in this Report may contain forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward looking statements as a result of various factors. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the next twelve months.

Personnel Plan

We do not expect any material changes in the number of employees over the next 12-month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.

Results of Operations for the Fiscal Year Ended August 31, 2017 compared to the Fiscal Year Ended August 31, 2016

We did not earn any revenues for the period from February 18, 2010 (Inception) to August 31, 2017. We incurred a net loss in the amount of $1,865,523 during the fiscal year ended August 31, 2017, compared to a net loss of $1,141,304 for the fiscal year ended August 31, 2016. These operating expenses were comprised of mineral property expenditures of $16,872 (2016: $22,916), consulting fees of $184,534 (2016: $70,437), filing fees of $14,780 (2016: $15,831), finder’s fees of $Nil (2016: $15,000), office and general fees of $46,349 (2016: $54,710), professional fees of $56,817 (2016: $105,409), public relations expense of $71,164 (2016: $72,854), related party – director’s fees of $397,833 (2016: $Nil), and related party – management fees of $187,500 (2016: $216,000). We wrote-down accounts receivable of $Nil (2016: $45,800), incurred a loss on settlement of debt in the amount of $741,144 (2016: $Nil), and incurred the following expenses related to the convertible: accretion of $76,084 (2016: $529,914), interest expense of $63,953 (2016: $62,431), finance costs of $51,828 (2016: $197,571) from amortization of debt discounts and excess of derivative liability over the face value of the notes, and a change in the fair value of the derivative liability of $108,440 (2016: $206,052).

Revenues

We have had no operating revenues since our inception on February 18, 2010 to August 31, 2017.

Table of Contents

Expenses

We incurred a net loss in the amount of $1,865,523 during the fiscal year ended August 31, 2017, compared to a net loss of $1,141,304 for the fiscal year ended August 31, 2016. These operating expenses were comprised of mineral property expenditures of $16,872 (2016: $22,916), consulting fees of $184,534 (2016: $70,437), filing fees of $14,780 (2016: $15,831), finder’s fees of $Nil (2016: $15,000), office and general fees of $46,349 (2016: $54,710), professional fees of $56,817 (2016: $105,409), public relations expense of $71,164 (2016: $72,854), related party – director’s fees of $397,833 (2016: $Nil), and related party – management fees of $187,500 (2016: $216,000). We wrote-down accounts receivable of $Nil (2016: $45,800), incurred a loss on settlement of debt in the amount of $741,144 (2016: $Nil), and incurred the following expenses related to the convertible: accretion of $76,084 (2016: $529,914), interest expense of $63,953 (2016: $62,431), finance costs of $51,828 (2016: $197,571) from amortization of debt discounts and excess of derivative liability over the face value of the notes, and a change in the fair value of the derivative liability of $108,440 (2016: $206,052).

Liquidity and Capital Resources

As at August 31, 2017, we had cash reserves of $802 and working capital deficit of $2,273,317. As at August 31, 2016, we had cash reserves of $417 and working capital deficit of $2,227,835.

Cash Used in Operating Activities

Net cash used in operating activities was $302,312 during the fiscal year ended August 31, 2017, compared to $409,984 for the fiscal year ended August 31, 2016.

Cash from Financing Activities

We have funded our business to date primarily from the issuance of convertible notes, loans from related parties, as well as sales of our common stock. During the fiscal year ended August 31, 2017, we raised a total of $302,697 in financing activities. This was comprised of the issuance of convertible debt in the amount of $96,000, loans received in the amount of $74,620, and loans from our director and key management personnel of $132,077. During the fiscal year ended August 31, 2016, we raised a total of $408,052 in financing activities. This was comprised of the issuance of convertible debt in the amount of $215,000, loans received in the amount of $69,350, and loans from our director and key management personnel of $123,702.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

We have not attained profitable operations and are dependent upon obtaining financing to pursue marketing and distribution activities. For these reasons, there is substantial doubt that we will be able to continue as a going concern.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Table of Contents

Basis of Accounting

Our Company’s financial statements are prepared using the accrual method of accounting. The Company has elected an August year-end.

Cash Equivalents

Our Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Stock-Based Compensation

Our Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Recently Issued Accounting Pronouncements

Our Company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.

Contractual Obligations

As a “smaller reporting company” we are not required to provide tabular disclosure obligations.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” we are not required to provide the information required by this Item.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Table of Contents

AIM EXPLORATION INC.

CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2017 and 2016

Table of Contents

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets of August 31, 2017 and 2016

Consolidated Statements of Operations for the years ended August 31, 2017 & 2016

Consolidated Statements of Stockholder’s Deficit

Consolidated Statements of Cash Flows for the years ended August 31, 2017 and 2016

Notes to Consolidated Financial Statements

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of AIM Exploration, Inc.:

We have audited the accompanying consolidated balance sheets of AIM Exploration, Inc. (“the Company”) as of August 31, 2017 and the related statement of operations, stockholders’ deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of AIM Exploration, Inc., as of August 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles in the United States of America.

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express no such opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ BF Borgers CPA PC

BF Borgers CPA PC
Lakewood, CO
December 5, 2017

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of AIM Exploration, Inc.:

We have audited the accompanying consolidated balance sheets of AIM Exploration, Inc. (“the Company”) as of August 31, 2016 and the related consolidated statement of operations, stockholders’ deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statement referred to above present fairly, in all material respects, the financial position of AIM Exploration, Inc., as of August 31, 2016, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Anton & Chia, LLP

Newport Beach, CA
December 15, 2016

Table of Contents

AIM EXPLORATION INC.

CONSOLIDATED BALANCE SHEETS

	Aug 31, 2017			Aug 31, 2016
ASSETS
CURRENT ASSETS
Cash	$	802		$	417
Prepaid deposits and services – Note 4		11,340			72,873
Total Current Assets		12,142			73,290

Mineral property – Note 5		804,656			342,656

TOTAL ASSETS	$	816,798		$	415,946

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities – Note 6	$	319,878		$	211,601
Loans payable – Note 7		44,270			69,350
Loans payable – related party – Note 8		557,576			598,955
Convertible note – related party – Note 9		—			191,264
Convertible note, net of unamortized discount – Note 10		634,555			433,446
Derivative liability – Note 11		729,180			796,509
TOTAL LIABILITIES		2,285,459			2,301,125

STOCKHOLDERS' DEFICIT
Capital Stock
Authorized
1,000,000 shares of preferred stock, $0.001 par value Issued and outstanding 100,000 shares (100,000 as at August 31, 2016) - Note 12		100			100
1,500,000,000 shares of common stock, $0.001 par value Issued and outstanding 724,370,720 shares (22,392,729 shares outstanding as at August 31, 2016) – Note 12		847,585			145,607
Additional paid in capital		2,451,570			871,507
Shares receivable		(5,090	)		(5,090)
Accumulated deficit		(4,762,826	)		(2,897,303)

TOTAL STOCKHOLDERS' DEFICIT		(1,468,661	)		(1,885,179)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	816,798		$	415,946

The accompanying notes are an integral part of these consolidated financial statements

Table of Contents

AIM EXPLORATION INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	12 months ended Aug 31, 2017			12 months ended Aug 31, 2016

REVENUE
Total Revenue	$	—		$	—

Gross Profit		—			—

MINERAL PROPERTY OPERATIONS
Acquisition		—			—
Exploration		16,872			22,916
Total Mineral Property Operations		16,872			22,916

EXPENSES
Accretion		76,084			529,914
Consulting fees		184,534			70,437
Filling fees		14,780			15,831
Finder’s fees		—			15,000
Office & general		46,349			54,710
Professional fees		56,817			105,409
Public relations		71,164			72,854
Related party – director’s fees – Note 8		397,833			—
Related party – management fees – Note 8		187,500			216,000

Total Expenses		1,035,061			1,080,155

Net Loss		(1,051,933	)		(1,103,071)

Interest expense		(63,953	)		(62,431)
Unrealized foreign exchange gain (loss)		(65,105	)		61,517
Finance costs		(51,828	)		(197,571)
Change in fair value of derivative liability – Note		108,440			206,052
Write-down of accounts receivable		—			(45,800)
Loss on settlement of debt		(741,144	)		—

Total Other Expense		(813,590	)		(38,233)

Net Loss	$	(1,865,523	)	$	(1,141,304)

BASIC AND DILUTED LOSS PER COMMON SHARE – Note 13	$	(0.00	)	$	(0.05)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		631,246,975			6,391,865
WEIGHTED AVERAGE NUMBER OF PREFERRED SHARES OUTSTANDING		100,000			100,000

The accompanying notes are an integral part of these consolidated financial statements

Table of Contents

AIM EXPLORATION INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Common Stock		Preferred Stock
	Number of shares	Amount $	Number of shares $	Amount $	Additional Paid-in Capital $	Share Subscriptions Receivable $		Accumulated Deficit $		Total $
Balance, August 31, 2015	356,400	89,100	1,000,000	100	626,098	—		(1,755,999	)	(1,040,701	)

Shares issued for services	1,286,494	715	—	—	125,875	—		—		126,590
Shares issued for debt	3,200,000	3,200	—	—	—	—		—		3,200
Shares issued on conversion of notes	1,862,835	36,905	—	—	119,534	—		—		156,439
Shares issued for mineral property	15,687,000	15,687	—	—	—	—		—		15,687
Shares to be returned to treasury	—	—	—	—	—	(5,090	)	—		(5,090	)
Net loss for the year ended August 31, 2016	—	—	—	—	—	—		(1,141,304	)	(1,141,304	)

Balance, August 31, 2016	22,392,729	145,607	1,000,000	100	871,507	(5,090	)	(2,897,303	)	(1,885,179	)

Shares issued for cash, private placement	3,323,341	3,324	—	—	96,376	—		—		99,700
Shares issued for services	244,444,444	244,444	—	—	291,389	—		—		535,833
Shares issued for debt	206,505,000	206,505	—	—	772,984	—		—		979,489
Shares issued on conversion of notes	27,705,206	27,705	—	—	177,314	—		—		205,019
Shares issued for mineral property	220,000,000	220,000	—	—	242,000	—		—		462,000
Net loss for the year ended August 31, 2017	—	—	—	—	—	—		(1,865,523	)	(1,865,523	)

Balance, August 31, 2017	724,370,720	847,585	1,000,000	100	2,451,570	(5,090	)	(4,762,826	)	(1,468,661	)

The accompanying notes are an integral part of these consolidated financial statements

Table of Contents

AIM EXPLORATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	12 months ended August 31, 2017			12 months ended August 31, 2016

OPERATING ACTIVITIES
Net Loss	$	(1,865,523	)	$	(1,141,304)
Items not affecting cash:
Accretion related to convertible note		76,084			529,914
Finance costs and derivative expense		148,781			260,002
Gain on derivative liability		(108,440	)		(206,052)
Shares issued for services		535,832			126,500
Related party – loss on repayment of debt		741,144			—
Write-down of accounts receivable		—			45,800

Adjustments to reconcile Net Loss to net cash used in operating activities:
Prepaid deposits and services		61,533			(38,570)
Accounts Payable		108,277			13,726

NET CASH USED IN OPERATING ACTIVITIES		(302,312	)		(409,984)
FINANCING ACTIVITIES
Convertible debt		96,000			215,000
Loans received		74,620			69,350
Loans from related party		132,077			123,702
NET CASH PROVIDED BY FINANCING ACTIVITIES		302,697			408,052

NET INCREASE (DECREASE) IN CASH		385			(1,932)

CASH, BEGINNING OF YEAR		417			2,349

CASH, END OF YEAR	$	802		$	417

The accompanying notes are an integral part of these consolidated financial statements

Table of Contents

AIM EXPLORATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2017

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Aim Exploration, Inc. (“Company”) was organized to engage in mineral exploration. The Company was incorporated on February 18, 2010 in the State of Nevada and established a fiscal year end at August 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements present the consolidated balance sheets, consolidated statements of operations and consolidated cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Principles of Consolidation

The consolidated statements incorporate the financial statements of the Company and its wholly-owned subsidiary, Aim Exploration SA, of Peru. All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of the consolidated statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Functional Currency

The consolidated financial statements are presented in United States dollars, which is also the functional and reporting currency of the Company. The functional currency of its subsidiary is the Peruvian Nuevos Sol. Monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rate while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the average exchange rate for the period. Foreign currency gains and losses are included in the determination of net income or loss.

Advertising

Advertising costs are expensed as incurred. As of August 31, 2017, no advertising costs have been incurred.

Property

The Company does not own or rent any property. The Company’s office space is being provided by the president at no charge to the Company.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Income Taxes

The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Table of Contents

AIM EXPLORATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2017

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

The Company has adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"). ASC 820-10 defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure The adoption of ASC 820-10 requires that the Company disclose assets and liabilities that are recognized and measured at fair value on a non-recurring basis, presented in a three-tier fair value hierarchy, as follows:

- Level 1. Observable inputs such as quoted prices in active markets;

- Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

- Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following presents the gross value of assets that were measured and recognized at fair value:

	Assets		Liabilities
Level 1	$	802	$	1,556,279
Level 2	$	815,996	$	729,180
Level 3	$	Nil	$	Nil

The Company adopted ASC 825-10, Financial Instruments, which permits entities to choose to measure many financial instruments and certain other items at fair value. The adoption of this standard did not have an impact on the Company's financial position, results of operations or cash flows. The carrying value of cash and cash equivalents, accounts payable and accrued expenses, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.

Derivative Liability

The conversion features embedded in the outstanding convertible notes payable are separately accounted for as a derivative liability in accordance with ASC 815-15, Embedded Derivative. This is because the number of shares that may be acquired upon conversion is indeterminable as the conversion rates are expressed as a percentage discount to the current fair market value of common stock at the time of conversion. Derivative liabilities are valued when the host instruments (convertible notes) are initially issued and are also revalued at each reporting date, with the change in the respective fair values being recorded as a gain or loss to the derivative liability.

Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for recoverability in accordance with ASC 360, Property Plant and Equipment. Under that standard, the Company reviews the recoverability of its long-lived assets or asset groups when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Table of Contents

AIM EXPLORATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2017

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of Long-Lived Assets (Continued)

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. The Company conducts a review for each reported period and determines whether any triggering events are indicated.

Mineral Property Costs

Once the legal right to explore a property has been acquired, the Company capitalized all costs related to mineral property interests on a property-by-property basis. Such costs include mineral property acquisition costs, net of any recoveries. Property acquisition costs include cash costs and the fair market value of issued shares and other share-based payments, paid under option or joint interest agreements. Payment terms are at the sole discretion of the Company and are recorded as acquisition costs upon payment. The Company has capitalized $804,656 of mineral property acquisition costs reflecting its investment in its properties. To date, the Company has not established any proven or probable reserves on its mineral properties.

Stock-based Compensation

The Company adopted FASB guidance on stock based compensation upon inception at February 18, 2010. ASC 718-10-30-2 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company has not had any stock and stock options issued for services and compensation for the period from inception (February 18, 2010) through May 31, 2017.

Recent Accounting Pronouncements

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $2,273,317, an accumulated deficit of $4,762,826 and net loss from operations since inception of $4,762,826. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merging with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing common shares.

The officers and directors have committed to advancing certain costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs.

NOTE 4 – PREPAID DEPOSITS AND SERVICES

		August 31, 2017		August 31, 2016
Prepaid services	$	6,164	$	72,873
Prepaid deposits		5,176		–
	$	11,340	$	72,873

NOTE 5 – MINERAL PROPERTY

Table of Contents

AIM EXPLORATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2017

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

		August 31, 2017		August 31, 2016
Accounts payable	$	311,598	$	201,276
Accrued liabilities		8,280		10,325
	$	319,878	$	211,601

NOTE 7 – LOANS PAYABLE

During the year ended August 31, 2017, the Company issued unsecured, non-interest bearing loans of $44,270 (2016: $69,350).

NOTE 8 – LOAN PAYABLE – RELATED PARTY

During the period ended August 31, 2017, a director of the Company advanced $160,610 (2016: $24,111. The amounts are unsecured, non-interest bearing and are due on demand. During the same period, the Company made repayments of $114,846 to a director (2016: $99,643). 34,285,739 common shares were issued to repay $72,000 of this amount (2016: Nil). (Note 12)

During the period ended August 31, 2017, the Company received advances of $2,500 from related parties (2016: $43,934). During the same period, the Company made repayments to related parties, issuing 206,505,000 common shares (2016: 3,200,000 common shares) of the Company with a fair value of $238,345 (2016: $3,200), in addition to cash repayments to related parties of $Nil (2016: $60,700).

During the period ended August 31, 2017, management fees totaling $187,500 where accrued as payable to directors of the Company (2016: $216,000).

During the period ended August 31, 2017, the Company issued 219,444,444 common shares to directors in compensation for services totaling $460,833.

As at August 31, 2017, the Company owed related party loans of $557,576 (2016: $598,955) and related party convertible notes, net of unamortized discount, of $Nil (2016: $191,264).

NOTE 9 – CONVERTIBLE NOTE – RELATED PARTY

During the year ended August 31, 2017, the Company issued 400,000 common shares in relation to conversion options exercised during the period, which reduced related party convertible debt by $54,000.

During the year ended August 31, 2017, the Company reclassified related party convertible notes with a principal balance of $116,000 plus accrued interest in the amount of $35,184 to notes issued to non-related parties.

The following convertible notes to related parties were outstanding as at August 31, 2017 and August 31, 2016:

		August 31, 2017		August 31, 2016
Note balance	$	–	$	170,000
Accrued interest		–		21,264
	$	–	$	191,264

NOTE 10 – CONVERTIBLE NOTE

During the year ended August 31, 2017, the Company issued convertible notes with a principal balance of $96,000, with maturity dates of February 28, 2018 to March 30, 2018, and an interest rate per annum of 12%. The principal is convertible into shares of the Company at a conversion rate equal to 61% of the lowest trading price of the Company’s common stock for the fifteen prior trading days, as defined in the agreements.

During the year ended August 31, 2017, 27,305,206 common shares were issued in relation to conversion options exercised during the period, which reduced the convertible debt by $54,877. Of this amount, $47,650 related to principal of the convertible notes and $7,227 related to accrued interest.

Table of Contents

AIM EXPLORATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2017

NOTE 10 – CONVERTIBLE NOTE – CONTINUED

During the year ended August 31, 2017, the Company repaid notes with a principal balance of $18,302 plus accrued interest in the amount of $3,014. The Company recorded a gain on the repayment of the convertible note in the amount of $33,283, which was credited to the additional paid in capital account.

The following convertible notes were outstanding as at August 31, 2017 and August 31, 2016:

		August 31, 2017		August 31, 2016
Note balance	$	586,512	$	440,464
Debt discounts		(64,917)		(45,001)
Accrued interest		112,959		37,983
	$	634,554	$	433,446

NOTE 11 – DERIVATIVE LIABILITY

An embedded derivative has been bifurcated and accounted for separately from the debt host. Accordingly, the Company recorded the estimated derivative as a liability upon issuance of the convertible notes. The derivative liability was recorded by reducing the carrying value of the convertible notes. The fair value of the embedded derivative fluctuates with the fair value of the Company’s common stock, which is calculated each quarter using the Black-Scholes valuation model.

During the year ended August 31, 2017, the Company recognized change in fair value of the derivative liability of $108,440 related to the change in fair value of the conversion feature. The change in fair value of the conversion feature was recorded through operating results.

NOTE 12 – CAPITAL STOCK

On April 25, 2016, the Company consolidated its share capital on a 250:1 basis. All common shares and per share amounts have been restated to reflect this share consolidation.

The Company has authorized 250,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share.

At May 31, 2017, 686,728,348 shares of common stock were issued and outstanding, and 100,000 shares of preferred stock were issued and outstanding.

Year ended August 31, 2017

On September 14, 2016, the Company issued an additional 220,000,000 to Percana to bring their post-consolidation shareholdings to 235,750,000 common shares. The value of these additional shares is $462,000 which is based on fair market value. These shares were issued in connection with the acquisition of certain mining property. (Note 4)

During the year ended August 31, 2017, the Company issued 27,305,206 common shares pursuant to the exercise of the option attached to outstanding convertible notes and 400,000 common shares pursuant to the exercise of the option attached to outstanding related party convertible notes. (Note 5)

During the year ended August 31, 2017 , the Company issued 25,000,000 common shares in connection with services rendered. Such services had a fair value of $75,000.

During the year ended August 31, 2017 , the Company issued 219,444,444 common shares in connection with director’s compensation. Such services had a fair value of $395,000. Of this amount $323,000 was expensed during the current period and $72,000 reduced an amount due to a related party.

During the year ended August 31, 2017 , the Company issued 206,505,000 common shares in connection with paying down $206,505 of debt to a related party.

Table of Contents

AIM EXPLORATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2017

NOTE 12 – CAPITAL STOCK – CONTINUED

Year ended August 31, 2017 – Continued

During the year ended August 31, 2017, the Company issued 3,343,341 common shares in connection with a private placement offering. The common shares were issued at a fair value of $0.03 per share for gross proceeds of $99,700.

Year ended August 31, 2016

On April 25, 2016, the Company issued an additional 15,687,000 to Percana to bring their post-consolidation shareholdings back up to 15,750,000 common shares. The value of these additional shares is $15,687. These shares were issued in connection with the acquisition of certain mining property. (Note 4)

During the year ended August 31, 2016, the Company issued 1,862,835 common shares pursuant to the exercise of the option attached to outstanding convertible notes.

During the year ended August 31, 2016, the Company issued 1,286,494 common shares in connection with services rendered. Such services had a fair value of $126,590.

During the year ended August 31, 2016, the Company issued 3,200,000 common shares in connection with paying down $3,200 of debt to two related parties.

NOTE 13 – LOSS PER SHARE

The Company calculates the basic and diluted loss per common share using the weighted average number of common shares outstanding during each period. To compute diluted earnings per share, the average number of shares outstanding is adjusted for the number of potentially dilutive shares.

	Years ended AUGUST 31,
	2017		2016

Issued shares beginning of year		22,392,729		356,400
Weighted average issuances		608,854,246		22,036,329
Basic weighted average common shares, end of year		631,246,975		22,392,729

NOTE 14 – SUBSEQUENT EVENTS

Subsequent to the year ended August 31, 2017, the Company obtained board approval to change the name of the Company from “AIM Exploration Inc.” to “AIM Energy Inc.”. This name change remains subject to approval from certain regulatory bodies.

Subsequent to the year ended August 31, 2017, the Company obtained board approval to do a 1 for 70 reverse split of the Company’s outstanding shares of common stock. This share consolidation remains subject to approval from certain regulatory bodies.

Table of Contents

AIM EXPLORATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2017

NOTE 14 – SUBSEQUENT EVENTS – CONTINUED

Table of Contents

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

On January 12, 2017, the Company dismissed Anton & Chia LLP as the Company’s principal accountant and auditor. The auditor’s reports on the financial statements for either of the past two years contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. The Company’s Board of Directors approved this dismissal.

On or about January 12, 2017, the Company’s Board of Directors approved the engagement of BF Borgers CPA PC as its principal accountant to audit the Company’s financial statements. During the Company’s two most recent fiscal years or subsequent interim period, the Company has not consulted with BF Borgers CPA PC regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements. Neither has BF Borgers CPA PC provided advice to the Company, either written or oral, that has been deemed an important factor considered by the Company in reaching a decision as to its accounting, auditing or financial reporting.

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting as of August 31, 2017. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013) . Our management, including our chief executive officer and chief financial officer, has concluded that, as of August 31, 2017, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our board of directors.

This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended August 31, 2017 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. OTHER INFORMATION

None.

Table of Contents

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

On November 1, 2016, Mr. Guil Rivera was removed as a director of the Company.

Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Age	Position
Mr. James Robert Todhunter	65	President, CEO & Director
Mr. Gregorio Formoso	53	Secretary, Treasurer, CFO & Director
Dr. Carlos Arias Eguiguren	55	Director

James Robert Todhunter, President, CEO, Director

Mr. Todhunter has been our President, Chief Executive Officer and a Director since September 18, 2014. From 2007 to present, Mr. Todhunter has been a director or officer of Percana Mining Corp, a private company. He has accrued a monthly fee of $15,000 per month since September 1, 2014.

Gregorio Formoso, Secretary, Treasurer, CFO, Director

Mr. Formoso has been our sole officer and a director since our inception on February 18, 2010. He is responsible for directing the focus of our operations as well as handling our day to day operations including sourcing new customers as well as locating suppliers and consultants that we need to contract. From 2010 through the present, Mr. Formoso has been the Vice President for Operations at PharmaCanada, Inc., a provider of early cancer detection technology in the Philippines. As VP for Operations, he was instrumental in setting up the first quantitative cytology laboratory in the Philippines, which uses a new proprietary technology from Canada. This included sourcing all the essential equipment, materials and supplies to operate the laboratory and establishing an effective and efficient process for the distribution and retrieval of specimen collection kits between the central laboratory and partner hospitals, clinics and diagnostic centers. From 2006 to 2010, he was President and COO of Asialink Business Process Outsourcing, Inc., a provider of outsourced payroll services to companies in the Philippines. He is also a Director and Vice President at Sherpa Global Supply Chain Solutions Center, Inc., a consultancy and learning center, specializing in Logistics and Supply Chain Management, that he helped set up in 2009.

Prior to these, Greg developed a career in logistics and supply chain management, occupying various management positions over a span of 23 years in the different units of San Miguel Corporation, the largest food, beverage and packaging materials conglomerate in the Philippines.

Gregorio Formoso was employed at San Miguel Corporation (“SMC”) for over 23 years, including 10 years of holding various managerial positions in the beverage business. In 1999, he was involved in the acquisition and integration of Sugarland Beverage Corporation into SMC’s non-liquor business. He was also involved in new package development where he became familiar with SMC’s glass business, where he still maintains a number of contacts. After leaving SMC in 2007, he was involved in the start-up of a Business Process Outsourcing company, offering outsourced payroll. In 2011, he was instrumental in the start-up of a company offering innovative early cancer detection technology (the first in the Philippines and in Asia).

In 2010, Mr. Formoso was influential convincing Alice Raval-Ventura to look for joint venture partners for the further development and operation of the Raval mining claims. He was responsible for initiating and developing the transaction proposal.

All of Mr. Formoso’s extensive experience outlined above led to our decision he should serve as our director.

Mr. Formoso will remain as our officer until he resigns or is replaced. He will serve as a director for a one-year term or until his successor is elected and qualified or until his earlier resignation or removal.

Dr. Carlos Arias Eguiguren, Director

Dr. Arias has sustained a long and distinguished career in the mining industry throughout the world. Dr. Arias is also a lawyer specializing in mining law. He was formally educated in Ecuador where he received a law degree in 1989 and later a doctorate in law in 2000. He received his Master's Degree in International Business Legal Studies (IBLS) in 1993 from the University of Exeter in the United Kingdom, followed by a diploma in transactional contracts from the International Development Law Institute in Rome, Italy that same year.

Table of Contents

Dr. Arias is a former Director of the Ecuadorian Chamber of Mines, serving terms in 1996-1998 and 2001-2005. He has served with several mining companies and has been responsible for important mining projects pertaining to acquisition and development. From 1993-1995, Dr. Arias served as President of Ecuadorian Minerals Corporation (now International Minerals) and was charged with the acquisition and consolidation of the Gaby and Rio Blanco (formerly San Luis) mining projects. From 2001-2004, he served as General Manager of Aurelian Resources, where he was responsible for the acquisition of the La Zarza mining project and the consolidation of 35 concessions into a single 90,000-hectare project. From 2000-2008, Dr. Arias served as General Manager of Avalanche Resources, where he was instrumental in acquiring ten mining concessions in Ecuador and the Alto El Toro gold project in Colombia.

Currently, Dr. Arias serves as Vice President and Director of Fort St. James Nickel Corp. of British Colombia; General Manager of Lateegra Ecuador S.A.; associate of Investbank Corp.; and Executive Director for the Andean Region of OIS & Associates. Additionally, he maintains a busy legal practice, serving as advisor to many corporations.

Identification of Significant Employees

We have no significant employees, other than James Robert Todhunter and Gregorio Formoso.

Family Relationships

There are no family relationships among our officers or directors.

Legal Proceedings

No officer, directors or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

Being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Audit Committee and Audit Committee Financial Expert

Our company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. Our company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

Our company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to our company’s board of directors the engagement of an independent registered public accounting firm to audit our company’s financial statements and to review our company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of our company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act of 1934, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash only rights) and any changes in that ownership with the Securities and Exchange Commission. The Company has evaluated all relevant Section 16(a) filings and has determined that the company is compliant with this section to the best of its knowledge.

Item 11. EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

our principal executive officer;

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended August 31, 2017 and August 31, 2016,

Table of Contents

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
James Robert Todhunter President, CEO, Director	2016	-	-	-	-	-	-	180,000	180,000
	2017	-	-	-	-	-	-	180,000	180,000
Gregorio Formoso Secretary, Treasurer, Director	2016	-	-	-	-	-	-	-	-
	2017	-	-	-	-	-	-	-	-
Guil Rivera Director	2016	-	-	-	-	-	-	36,000	36,000
	2017	-	-	-	-	-	-	-	-

Narrative Disclosure to Summary Compensation Table

There are no employment contracts, compensatory plans or arrangements, including payments to be received from our company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with our company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of our company.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Stock Options/SAR Grants

During our fiscal year ended August 31, 2017 there were no options granted to our named officers or directors.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended August 31, 2017.

Option Exercises

During our fiscal year ended August 31, 2017 there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Table of Contents

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following tables set forth the ownership, as of the date of this Prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The mailing address for Mr. Arias, Mr. Formoso and Mr. Rivera is Suite 514 VGP Center 6772 Ayala Ave. Makati City, Manila, Philippines.

Shareholders (1)	# of Common Shares	Percentage	# of Preferred Shares	Percentage
Gregorio Formoso	100,026,000	13.8%	-	-
Guil Rivera	100,120,000	13.8%	-	-
Carlos Arias	19,444,444	2.7%	-	-
James Robert Todhunter (2)	235,750,000	32.5%	100,000	100.0%
All directors and executive officers as a group	455,340,444	62.8%	100,000	100.0%

(1)

This table is based upon information derived from our stock records. The shareholder named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based upon 724,370,720 shares of common stock outstanding as of November 28, 2017, and 100,000 preferred stock outstanding as of November 28, 2017.

(2)

Mr. James Robert Todhunter, a Director of the Company, beneficially owns the common shares through Percana Mining Corp., a company in which he is a director, owner and has voting control, and the preferred shares through Zenga Holdings FZC, a company in which he is a director, owner and has voting control.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended August 31, 2017, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

Director Independence

Table of Contents

We currently act with three directors. We have determined that two of our directors are “independent directors” as defined in NASDAQ Marketplace Rule 4200(a)(15) and one of our directors is not an “independent directors”.

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES


		Year Ended August 31, 2017		Year Ended August 31, 2016
Audit fees	$	20,000*	$	21,000
Audit-related fees	$	Nil	$	Nil
Tax fees	$	Nil	$	Nil
All other fees	$	Nil	$	Nil
Total	$	20,000	$	21,000

* Estimate

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

Table of Contents

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document
	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

Exhibits
Exhibit Number	Exhibit Description
10.1	Equity Purchase Agreement by and among the Company and L2 Capital, LLC, dated September 11, 2017 ⁽¹⁾
10.2	Convertible Promissory Note issued to Power Up Lending Group Ltd., dated May 19, 2017 ⁽¹⁾
10.3	Security Agreement by and among the Company and Power Up Lending Group Ltd., dated May 19, 2017 ⁽¹⁾
10.4	Convertible Promissory Note issued to Power Up Lending Group Ltd., dated June 26, 2017 ⁽¹⁾
10.5	Securities Purchase Agreement by and among the Company and Power Up Lending Group Ltd., dated June 26, 2017 ⁽¹⁾
10.6	Convertible Promissory Note issued to L2 Capital, LLC, dated September 11, 2017 ⁽¹⁾
10.7	Securities Purchase Agreement by and among the Company and L2 Capital, LLC, dated September 11, 2017 ⁽¹⁾
10.8	Convertible Promissory Note issued to L2 Capital, LLC, dated September 11, 2017 ⁽¹⁾
10.9	Securities Purchase Agreement by and among the Company and L2 Capital, LLC, dated September 11, 2017 ⁽¹⁾
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase

EX-101.LAB	XBRL Taxonomy Extension Label Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase

⁽¹⁾ Incorporated by reference to Current Report on Form 10-K filed December 6, 2017.

Table of Contents

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:

a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

b) To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; Notwithstanding the forgoing, 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 or high end 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 the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

c) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information 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 herein, 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 hereby which remain unsold at the termination of the offering.

4. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors, and controlling persons pursuant to the provisions above, or otherwise, we have 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 is asserted our director, officer, or other controlling person in connection with the securities registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the final adjudication of such issue.

5. Each prospectus filed pursuant to Rule 424(b) as part of a Registration statement relating to an offering, other than registration statements relying on Rule 430(B) or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided; however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by referenced into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have 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 us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we 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 is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

Table of Contents

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Henderson, on the 28 ^th of November, 2017.

Aim Exploration Inc.

By: /s/ James Robert Todhunter
James Robert Todhunter

President, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

SIGNATURE	CAPACITY IN WHICH SIGNED	DATE

/s/ James Robert Todhunter	President, Chief Executive Officer	December 11, 2017
James Robert Todhunter




/s/ Gregorio Formoso	Secretary, Treasurer, Principal Accounting Officer, Principal Financial Officer and Director	December 11, 2017
Gregorio Formoso

Aim Exploration (CE) (USOTC:AEXE)
Historical Stock Chart
Von Dez 2024 bis Jan 2025

Click Here for more Aim Exploration (CE) Charts.

Aim Exploration (CE) (USOTC:AEXE)
Historical Stock Chart
Von Jan 2024 bis Jan 2025

Marktdaten

News

Werkzeuge

Märkte

Entdecken

Hot Features

Follow Feed

Optionen-Flow

Watchlist

AEXE Aim Exploration Inc (CE)

News Aim Exploration Inc.

Kürzlich von Ihnen besucht

Unternehmen

Geschäft

Popular

App herunterladen

Trends

Toplisten

Marktdaten

News

Werkzeuge

Märkte

Entdecken

Hot Features

Follow Feed

Optionen-Flow

Watchlist

AEXE Aim Exploration Inc (CE)

News Aim Exploration Inc.

Kürzlich von Ihnen besucht

Unternehmen

Geschäft

Popular

App herunterladen