Goldfields International (GDFI) 10-Q/A 2012 Q2 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment No. 2

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the Quarterly Period Ended July 31, 2011

OR

[ ] 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 000-49996

AMERICAN GOLDFIELDS INC.

(Exact name of registrant as specified in its charter)

3481 E Sunset Road

Las Vegas, Nevada, USA  89120

(Address of principal executive offices) (Zip Code)

(800) 315-6551

(Registrant's telephone number, including area code)

_______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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. [X] Yes [  ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 [Missing Graphic Reference]of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     [X] Yes [  ] No

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [  ]	Accelerated filer  [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)	Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  [   ]  No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 21,346,932 shares of common stock, $0.001 par value, issued and outstanding as of October 14, 2011.

1

EXPLANATORY NOTE

The purpose of this Amendment No. 2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2011, filed with the Securities and Exchange Commission on September 19, 2011 (the "Form 10-Q"), is to correct the following:

1.   Clerical error in the footnote 2 of the financial statements of the Company as filed in the Form 10-Q, as amended;

2.   Typographical error in the inception through date column heading on the Consolidated Statement of Operations which appeared twice; and

3.   Typographical error in the July 31, 2011 three month and nine month columns.  Parentheses were added to "Total expenses," "Net Loss for the period" and earnings per share numbers to ensure the presentation was consistent with other numbers presented therein.

The Form 10-Q for the quarterly period ended July 31, 2011 is hereby replaced in its entirety.  Other than as described above, this Amendment No. 2 speaks as of the filing date of the Form 10-Q and does not purport to, amend, update or restate any other information or disclosure included in the Form 10-Q, as amended.

In addition, this Amendment No. 2 includes currently dated Exhibit 12.1 certification pursuant to Section 301(a) of the Sarbanes-Oxley Act of 2002 and Exhibit 13.1 certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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TABLE OF CONTENTS

	Page
PART I - Financial Information	4
Item 1. Financial Statements	4
Balance Sheets July 31, 2011, and April 30, 2011	4
Statements of Loss for the Six month periods ended July 31, 2011 and 2010, and for the period from inception on December 21, 2001 to July 31, 2011.	5
Statements of Cash Flows for the Six month period ended July 31, 2011 and 2010, and for the period from inception on December 21, 2001 to July 31, 2011.	6
Notes to the Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3. Quantitative and Qualitative Disclosures About Market Risk	11
Item 4. Controls and Procedures	11
PART II – Other Information	12
Item 1.  Legal Proceedings	12
Item 1A. Risk Factors	12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3. Defaults Upon Senior Securities	12
Item 4. Submission of Matters to a Vote of Security Holders	12
Item 5. Other Information	12
Item 6. Exhibits	12

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

American Goldfields Inc.
(An Exploration Stage Company)
Consolidated Balance Sheets
(Unaudited)
	(unaudited)			(audited)
	July 31,			January 31,
	2011			2011
ASSETS
Current assets
Cash		28,185			16,669
Long-term assets
Reclamation Deposits		41,800			41,800
Total assets		69,985			58,469
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities		2,048			35,170
Loan Payable		50,000			-
Accrued interest loan payable		568			-
Total current liabilities		52,616			35,170
Stockholders' equity
Preferred stock, par value $0.001, 100,000,000 share authorized
no shares issued or outstanding at July 31, and January 31, 2011		-			-
Common stock: par value $0.001, 600,000,000 shares authorized,
21,346,932 shares issued and outstanding at July 31 and January 31, 2011		21,347			21,347
Additional paid-in capital		4,007,517			4,007,517
Deficit accumulated during the exploration stage		(4,011,495	)		(4,005,565	)
Total stockholders’ equity		17,369			23,299
Total liabilities and stockholders’ equity		69,985			58,469
The accompanying notes are an integral part of these financial statements

4

American Goldfields Inc.
(An Exploration Stage Company)
Consolidated Statements of Operations
(Unaudited)
													Inception
	Three months ended July 31,						Six months ended July 31,						December 21, 2001 to
	2011			2010			2011			2010			July31, 2011
Expenses
Mineral acquisition and exploration expenditures	$	-		$	-		$	-		$	-			2,780,525
Office and Sundry		338			1,945			1,798			5,308			541,143
Rent		-			-			-			-			29,018
Salaries and benefits		-			-			-			-
Professional fees		2,000			1,206			3,563			1,206			261,055
Transfer agent fees		-			55			-			105			6,445
Amortization		-			-			-			-			18,000
Interest		568			-			568			-			1,638
Directors Fees		-			1,500			-			2,000			39,154
Consulting Fees		-			-			-			-			583,027
Total expenses		(2,907	)		(4,706	)		(5,930	)		(8,619	)		(4,260,005	)
Other income (expenses)
Gain on disposal of mineral properties		-			-			-			-			236,745
Interest income		-			-			-			-			11,765
Net Loss for the period	$	(2,907	)	$	(4,706	)	$	(5,930	)	$	(8,619	)	$	(4,011,495	)
Loss per share of common stock
basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted averages shares outstanding
basic and diluted		21,346,932			21,346,932			21,346,932			21,337,674
The accompanying notes are an integral part of these financial statements

5

American Goldfields Inc.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
							Inception
	Six months ended July 31,						December 21, 2001 to
	2011			2010			July 31, 2011
Cash flows used in operating activities
Net loss for the period		(5,930	)		(8,619	)		(4,011,495	)
Adjustments to reconcile net loss to net cash used in operating activities:
Cash flows used in operating activities:
Stock-based compensation		-			-			1,729,000
Amortization of web-site development costs		-			-			18,000
Changes in assets and liabilities:		-			-			-
Change in accounts payable and accrued liabilities		(33,122	)		(26,029	)		6,591
Change in accrued interest		568			-			568
Net cash used in operating activities		(38,484	)		(34,648	)		(2,257,336	)
Cash flows from financing activities
Proceeds from note payable		50,000			-			110,000
Repayments of Notes Payable		-			-			(60,000	)
Issue of common stock		-			-			1,304,571
Proceeds from the exercise of of warrants		-			40,000			258,750
Proceeds from the exercise of common stock options		-			-			774,000
Redemption of common shares		-			-			(60,000	)
Net cash used in financing activities		50,000			40,000			2,327,321
Cash flows from investing activites
Reclamation deposit		-			-			(41,800	)
Net cash used in investing activities		-			-			(41,800	)
Increase (decrease) in cash		11,516			5,352			28,185
Cash, beginning of period		16,669			811			-
Cash, end of period		28,185			6,163			28,185
The accompanying notes are an integral part of these financial statements

6

American Goldfields Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Unaudited)

July 31, 2011 and 2010

1. Basis of Presentation and Going Concern Considerations

The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the financial position of American Goldfields Inc. (the “Company”) and the results of its operations for the periods presented.  This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended January 31, 2011.  The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.  Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended January 31, 2011 has been omitted.  The results of operations for the Six month period ended July 31, 2011 are not necessarily indicative of results for the entire year ending January 31, 2012.

Organization

The Company was incorporated in the State of Nevada, U.S.A., on December 21, 2001.  On February 24, 2004, the Company and a majority of the Company’s stockholders authorized the changing of the Company’s name to American Goldfields Inc.  The name change became effective March 31, 2004.

On March 10, 2010, we caused the incorporation of our wholly owned subsidiary, Goldmin Exploration Inc., (“Goldmin”) under the laws of Nevada.  On March 11, 2010 the Company entered into two Assignment Agreements to assign the exclusive option to an undivided right, title and interest in the Gilman property; and the Crescent Fault, Bankop, and Bullion Mountain, collectively named the Cortez property to Goldmin.  Pursuant to the Assignment Agreements, Goldmin assumed the rights, and agreed to perform all of the duties and obligations, of the Company arising under the Gilman Property Option Agreement; and the Cortez Property Option Agreement.  Goldmin Explorations Inc.’s only assets are the aforementioned agreements and it does not have any liabilities.

On December 9, 2010, the Company and its’ subsidiary chose to terminate the Gilman Property Option Agreement and the Cortez Property Option Agreement by giving MinQuest written notice to terminate.  In addition, the Company and its’ subsidiary acknowledged that the Hercules Property has been reverted back to MinQuest according to a final 30 day notice of default served by MinQuest due to a shortfall in option payments and exploration expenditures.  The Company and its’ subsidiary do not have any further rights, interests, or obligations in these properties.

Consolidation

The accompanying consolidated financial statements include the amounts of the company and its wholly owned subsidiary Goldmin Explorations, Inc.  Intercompany transactions and balances have been eliminated in consolidation.

Exploration Stage Activities

The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations.  It is primarily engaged in the acquisition and exploration of mining properties.  Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying consolidated financial statements, the Company has incurred a net loss of $4,011,495 or the period from December 21, 2001 (inception) to July 31, 2011, and has no sales.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties.  Management is seeking additional capital through an equity financing.  The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

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American Goldfields Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Unaudited)

July 31, 2011 and 2010

2. Notes Payable

On April 8, 2011, the Company entered into a $20,000 Note Agreement with an unrelated third party.  The loan bears interest at the United States Prime Rate plus 1%. The Company may repay the entire loan including the outstanding interest at anytime by advising the lender of such intent to repay 15 days prior to the anticipated date of repayment. The loan may be converted to common shares of the Company at the discretion of the Company or the lender with terms yet to be determined.

On May 9, 2011, the Company entered into a $30,000 Note Agreement with an unrelated third party.  The loan bears interest at the United States Prime Rate plus 1%. The Company may repay the entire loan including the outstanding interest at anytime by advising the lender of such intent to repay 15 days prior to the anticipated date of repayment. The loan may be converted to common shares of the Company at the discretion of the Company or the lender with terms yet to be determined.

3. Stock Options

Effective February 1, 2006, the Company adopted the provisions of SFAS No. 223(R) “Share Based Payment” (SFAS No. 223(R)).  SFAS No. 223(R) requires employee equity awards to be accounted for under the fair value method.  Accordingly, share-based compensation is measured at grant date based on the fair value of the award.  No stock options were granted to employees during the Six month periods ended July 31, 2011 or 2010.  Therefore no compensation expense is required to be recognized under provisions of SFAS No. 223(R).

Prior to February 1, 2006, the Company accounted for awards granted to employees under its equity incentive plans using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), and related interpretations, and provided the required pro forma disclosures prescribed by SFAS No. 223, “Accounting for Stock-Based Compensation” (SFAS No. 223), as amended.   No stock options were granted to employees during the year ended January 31, 2006 and accordingly, no compensation expense was recognized under APB No. 25 and no compensation expense was required to be recognized under provisions of SFAS No. 223(R) with respect to employees.

Under the modified prospective method of adoption for SFAS No. 223(R), the compensation cost recognized by the Company beginning on February 1, 2006 includes (a) compensation cost for all equity incentive awards granted prior to, but not yet vested as of February 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS No. 223, and (b) compensation cost for all equity incentive awards granted subsequent to February 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 223(R).  The Company uses the straight-line attribution method to recognize share-based compensation costs over the service period of the award. Upon exercise, cancellation, forfeiture, or expiration of stock options, or upon vesting or forfeiture of restricted stock units, deferred tax assets for options and restricted stock units with multiple vesting dates are eliminated for each vesting period on a first-in, first-out basis as if each vesting period was a separate award. To calculate the excess tax benefits available for use in offsetting future tax shortfalls as of the date of implementation, the Company followed the alternative transition method discussed in FASB Staff Position No. 223(R)-3.

In March 2004, the Board of Directors adopted the American Goldfields Inc.’s 2004 Stock Option Plan (the 2004 Plan) reserving 5,000,000 common shares for grant to employees, directors and consultants.  Because additional stock options are expected to be granted in future periods, the stock-based compensation expenses recorded in previous periods are not representative of the effects on reported financial results for future periods.  The Company did not grant any stock options under the 2004 plan during the Six month period ended July 31, 2011 or 2010.

Activity under the 2004 Plan is summarized as follows:

			Weighted
			Average
	Options		Exercise
	Outstanding		Price
Balance, April 30, 2011		50,000	$	0.06
Options granted		-		-
Options exercised		-		-
Options Cancelled		-
Balance, July 31, 2011		50,000	$	0.06

8

American Goldfields Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Unaudited)

July 31, 2011 and 2010

The following table summarizes information concerning outstanding and exercisable common stock options under the 2004 Plan at July 31, 2011:

		Weighted
		Average
				Remaining		Weighted		Number of		Weighted
Range of		Number of		Contractual		Average		Options		Average
Exercise		Options		Life		Exercise		Currently		Exercise
Prices		Outstanding		in Years)		Price		Exercisable		Price
$	0.06		50,000		2.67	$	0.06		50,000	$	0.06
			50,000		2.67	$	0.06		50,000	$	0.06

The aggregate intrinsic value of stock options outstanding, as well as those exercisable, at July 31, 2011 is $2,000.  All stock options currently outstanding are exercisable so there is no unrecognized compensation expense at July 31, 2011.  No stock options were exercised during the Six months ended July 31, 2011.

4. Warrants

	Warrants Outstanding
Balance, April 30, 2011		1,469,246
Warrants granted		-
Warrants exercised		-
Balance, July 31, 2011		1,469,246

The following table lists the common share warrants outstanding at July 31, 2011.  Each warrant is exchangeable for one common share.

Quantity	Exercise Price	Exercise Period
403,600	$ 1.50	November 4, 2005 to November 4, 2012
403,600	$ 2.00	May 4, 2006 to May 4, 2013
403,600	$ 2.50	November 4, 2006 to November 4, 2013
258,446	$ 0.74	February 6, 2008 to February 6, 2013
1,469,246

5. Related Party Transactions

Related Transactions Involving Richard Kern

Mr. Richard Kern has served as a Director from May 26, 2004 to November 30, 2010 and as our President, Chief Executive and Operating Officer, Treasurer, and Secretary from September 12, 2008 to November 30, 2010.  Accordingly on November 30, 2010 Mr. Kern resigned as President, Chief Executive and Operating Officer, Treasurer, Secretary and Director of the Company.  Mr. Kern is also the president of MinQuest. All of the Company’s mineral properties had been optioned from MinQuest. As a result, MinQuest and Mr. Kern were related parties to the Company and both MinQuest and Mr. Kern receive substantial payments from the Company. In addition, the Company had agreed to use Mr. Kern as the primary contractor on exploration undertaken to date on all of its properties. .  On December 09, 2010, the Company and its’ subsidiary chose to terminate the Gilman and Cortez Property option agreements with MinQuest.  Furthermore, the Company acknowledged that the Hercules Property has reverted back to MinQuest according to a final 30 day notice of default served by MinQuest due to a shortfall in option payments and exploration expenditures.  The Company and its’ subsidiary do not maintain any further rights, interests, or obligations in these properties.

9

Item 2.              Management’s Discussion and Analysis or Plan of Operations.

The following discussion should be read in conjunction with the financial statements of American Goldfields Inc. (the “Company”), which are included elsewhere in this Form 10-Q.  Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company, and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act (the "Reform Act"). Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements, as defined under the Reform Act. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the January 31, 2011 Form 10-K filed by the Company with the Securities and Exchange Commission.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Plan of Operation

The Company was incorporated in the State of Nevada, U.S.A., on December 21, 2001.  The Company has been in the exploration stage since its formation and has not yet realized any revenues from operations.  It is primarily engaged in the acquisition and exploration of mining properties.  Upon location of a commercially minable reserve, the Company expects to actively prepare the site for extraction and enter a development stage.

Mr. Richard Kehmeier has been serving as a Director since August 1, 2009 and as our President, Chief Executive and Operating Officer, Treasurer, and Secretary since November 30, 2010.  Mr. Richard Kern was a Director from May 26, 2004 to November 30, 2010 and from September 12, 2008 to November 30, 2010, our President, Chief Executive Operating Officer, Treasurer, and Secretary.  Accordingly on November 30, 2010, Mr. Kern resigned as President, Chief Executive Officer, Secretary, Treasurer, and Director of the Company.  We had no other officers during the fiscal year ended January 31, 2011.

The Company has been unable to contact one of our Directors, Ronald W. Sheets, for an extended period of time.  Therefore on May 12, 2011, the Directors determined it was in the best interest of the Company and its Shareholders to remove Mr. Sheets from the Board of Directors.  The vacancy will be reserved for future candidates.

Results of Operations

We did not earn any revenues during the Six Months ended July 31, 2011.  We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties.  We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

During the Six Months ended July 31, 2011, we had a net loss of $2,907compared to a net loss of $4,706 for the comparative period in 2010.  Our year to date loss for 2011 has decreased from 2010 largely due to lower general and administrative costs.  As a result of limited resources available to the Company, the Company did not have any active exploration programs for the Six Months ended July 31, 2011.

Liquidity and Capital Resources

We had cash of $28,185 as of July 31, 2011. We anticipate that we will incur the following through to the end of our fiscal year January 31, 2012.:

·   $43,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.

Net cash used in operating activities during the six months ended July 31, 2011 was  ($38,484) compared to positive $(34,648) during the Six Months ended July 31, 2010.  The decrease in cash used in operating activities was largely the result an decrease in accounts payable that resulted in a cash outflow of $33,122 in 2011 while for the same period in 2010 there was an outflow of $26,029.

For the Six Months ended July 31, 2011, there was $50,000 cash received from financing and investing activities compared to $40,000 in 2010.

Going Concern Consideration

As shown in the accompanying consolidated financial statements, the Company has incurred a net loss of $4,011,495 for the period from December 21, 2001 (inception) to July 31, 2011, and has no sales.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties.  Management has plans to seek additional capital through a private placement and public offering of its common stock.  The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

10

There is substantial doubt about our ability to continue as a going concern. Accordingly, our independent auditors included an explanatory paragraph in their report on the January 31, 2011 financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Off-Balance Sheet Arrangements

We  do  not  have  any  off-balance sheet debt nor did we have any transactions, arrangements,  obligations  (including  contingent  obligations)  or  other relationships  with any unconsolidated entities or other persons that may have a material  current or future effect on financial conditions, changes in financial conditions,  result  of  operations,  liquidity,  capital  expenditures, capital resources,  or  significant  components  of  revenue  or  expenses.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this Item 3.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our  disclosure controls and procedures are designed  to  ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed,  summarized  and  reported  within  the  time  periods specified  in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and  principal  financial officer have reviewed the effectiveness  of  our "disclosure controls  and  procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report and  have  concluded  that our disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a  timely  manner.  There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive officer and principal financial officer.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

11

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company is a party or has a material interest adverse to the Company.  The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this Item 1A.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Submission of Matters to a vote of Security Holders.

None.

Item 5. Other information.

The disclosure provided pursuant to Part II Item 2 above is incorporated herein by reference.

Item 6. Exhibits.

Exhibit No.	Description	Where Found
31.1	Rule 13a-14(a)/15d14(a) Certifications	Attached Hereto
32.1	Section 1350 Certifications	Attached Hereto

12

SIGNATURES

Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange act of 1934, as amended, the Registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.

Date:   December 13, 2011

AMERICAN GOLDFIELDS INC.

By:  /s/ Richard Kehmeier

       Richard Kehmeier

       President, Chief Executive