UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2012
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from:

Commission File Number: 000-53578

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AMERICAN FIRST FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

———————

Florida	59-3707569
(State or other jurisdiction	(Federal
of incorporation or organization)	Identification No.)

12900 Vonn Road Suite B102 Largo, FL 33774

(Address of Principal Executive Office) (Zip Code)

Phone 727-595-0975     Email: americanfirst09@yahoo.com

(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	o	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 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).
				o	Yes	x	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.
Large accelerated filer	o		Accelerated filer			o
Non-accelerated filer	o	(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).
				x	Yes	o	No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of the issuer’s common stock, par value $.05 per share, outstanding as of November 10, 2012 was 24,982,205

1

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

American First Financial, Inc.

As of September 30, 2012 (unaudited) and March 31, 2011 (audited) and for

the three and six months ended September 30, 2012 and 2011 (unaudited)

Contents:

Financial Statements:
Balance Sheet	3
Statements of Operations	4
Statements of Cash Flows	5
Notes to Financial Statements	6

2

American First Financial, Inc.

Balance Sheet

	September 30,			March 31,
	2012			2011
	(unaudited)			(audited)
Assets
Current assets
Cash	$	479		$	579
Total current assets		479			579
Property & equipment, net of accumulated depreciation of  $11,673 and $11,298, respectively		-			375
Intangibles		10,000			10,000
Total Assets	$	10,479		$	10,954
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses	$	4,425		$	3,855
Shareholder loans		89,366			82,808
Total current liabilities		93,791			86,663
Total liabilities		93,791			86,663
Stockholders' Equity
Redeemable Convertible Preferred Stock:  $.05 par 5,000,000 shares authorized (Series A & B) 0 and 0 Series B shares issued and outstanding, respectively		-			-
Common Stock, $.05 par value,  50,000,000 shares authorized; 24,982,205 and 24,982,205 shares issued and outstanding, respectively		1,249,110			1,249,110
Additional paid-in capital		(908	)		(908	)
Subscription receivable		-			-
Accumulated Deficit		(1,331,514	)		(1,323,911	)
Total stockholders' equity		(83,312	)		(75,709	)
Total Liabilities and Stockholders' Equity	$	10,479		$	10,954

The notes are an integral part of these financial statements.

3

American First Financial, Inc.

Statement of Operations

(Unaudited)

	For the Three Months Ended				For the Six Months Ended
	September 30,				September 30,
		2012		2011		2012		2011
Origination Fees - Global	$	-	$	-	$	-	$	-
Consulting fees		-		714		-		3,074
Total revenue		-		-		-		3,074
Operating expenses:
Selling		-		-		-		-
General and administrative		300		1,037		700		1,998
Professional expenses		1,958		-		5,958		-
Compensation		-		6,100		-		12,520
Stock-based compensation		-		-		-		-
Depreciation		-		417		375		834
Loss on sale of property		-		-		-		-
Total operating expenses		2,258		7,554		7,033		15,352
Net operating loss		(2,258)		(6,840)		(7,033)		(12,278)
Interest expenses		285		520		570		520
Net income  (loss)	$	(2,543)	$	(7,360)	$	(7,603)	$	(12,798)
Earnings (loss) per share,
primary and dilutive	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average shares outstanding
primary and dilutive	24,982,205		24,982,205		24,982,205		24,982,205

The notes are an integral part of these financial statements.

4

American First Financial, Inc.

Statement of Cash Flows

(Unaudited)

	For the Six Months Ended
	September 30,
		2012		2011
Cash Flows from Operating Activities:
Net (loss) income	$	(7,603)	$	(12,798)
Adjustment to reconcile Net Income to net cash provided by operations:
Depreciation		375		834
Stock-based compensation		-		-
Compensation, forgiveness of shareholder loan		-		10,000
Changes in assets and liabilities:
Accounts payable and accrued expenses		570		(4,889)
Net Cash (Used) Provided by Operating Activities		(6,658)		(6,853)
Cash Flows from Financing Activities:
Net (repayments) proceeds of stockholder loans		6,558		6,438
Net Cash (Used) Provided by Financing Activities		6,558		6,438
Net increase (decrease) in Cash		(100)		(415)
Cash at beginning of period		579		994
Cash at end of period	$	479	$	579
Supplemental cash flow information:
Interest paid	$	-	$	-
Taxes paid	$	-	$	-

The notes are an integral part of these financial statements.

5

American First Financial, Inc.

Notes to the Financial Statements

As of September 30, 2011

Note 1 Organization, Business Operations and Summary of Significant Accounting Policies

Organization and Business Operations

American First Financial, Inc. (“AFF”) is a Florida corporation formed in March, 2001. AFF is a specialty mortgage origination firm that deals in wholesale lending.  Wholesale lending is the taking of retail mortgage loan originations from mortgage brokers and getting them closed and funded for them, as opposed to dealing directly with the retail customer.  AFF’S operations have primarily been the acceptance of loan submissions from independent retail mortgage brokers and then presenting those loans to approved wholesale lenders.   AFF acted only as a broker agent.  As a broker agent, AFF does not assume any risk on its loans and receives a small fee based on the loan volume for each loan it places.  The lenders that accept the loans have no recourse against AFF.  As of January 1, 2011, we have added mortgage consulting to our business plan and receive fees from independent mortgage brokers to help them package and present non-conforming and sub-prime mortgage loans to willing lenders.  We have presented loans from several states but primarily present loans only from the Florida market.  We have one office in Largo Florida. 

Summary of Significant Accounting Policies

Basis of Presentation

The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s latest Form 10-K.

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of the financial position at September 30, 2012 and March 31, 2012 and the result of operations and cash flows for the three and six months ended September 30, 2012 and 2011 have been made.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Fair Value Information

The carrying amounts of the Company’s assets and liabilities approximate their fair values represented in the accompanying balance sheets. The carrying amounts of current assets and current liabilities approximate their fair value due to the relatively short period of time between the origination of these instruments and their expected realization. The carrying values of the note payable to stockholder  approximates fair value based on borrowing rates currently available to the Company for instruments with similar terms and remaining maturities.

Cash and Cash Equivalents

The majority of cash is maintained with a major financial institution in the United States.  Deposits with this bank may exceed the amount of insurance provided on such deposits.  Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk.  The Company considers all highly liquid investments purchased with an original maturity of six months or less to be cash equivalents.

Revenue Recognition

AFF receives origination fees for the origination of loans and recognizes these when the earnings process has been completed and documented through filings with local governmental agencies, generally at closing.

AFF receives consulting fees from independent mortgage brokers for helping to package and present non-conforming and sub-prime loans to willing lenders.  Our fees are negotiated in advance with the independent brokers and are recorded when the broker successfully submits a packaged loan to a lender.

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American First Financial, Inc.

Notes to the Financial Statements

As of September 30, 2011

Mortgages, Loan Loss Reserves and Capitalization

AFF does not hold mortgages for investment and thereby does not calculate loan loss reserves and is not subject to any minimum capital requirements by the State or any regulatory agency.  AFF utilizes the licenses of Global Lending Group, a related party (see Related Party note), for closing and funding any loans that need funding until their sale.  These loans are the property of Global Lending Group at closing and as such, are not reflected on the financial statements of AFF.

Property and equipment

Property and Equipment is stated at cost.  Depreciation is computed by the straight-line method over estimated useful lives.  The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment exists at the balance sheet dates presented.

Advertising

The costs of advertising are expensed as incurred.  Advertising expenses were $0, $0, $0 and $0 for the three and six months ended September 30, 2012 and 2011, respectively.  Advertising expenses are included in the Company’s selling operating expenses.

Income Taxes

The Company uses the liability method to account for income taxes. As such, deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

Earnings (Loss) Per Share

Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. At September 30, 2012 and March 31, 2012 there were 2,300,000 options outstanding that were considered to be anti-dilutive.

Subsequent Events

These interim financial statements were approved by management and were issued on November 11, 2012. Subsequent events have been evaluated through this date.

Recently Issued Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term.  The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.  

Note 2 Going Concern

The accompanying unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which assumes the realization of assets and satisfaction of liabilities in the normal course of business, for the Company to continue as a going concern.

As shown in the accompanying financial statements, AFF incurred operating losses for the three month periods ended September 30, 2012 and 2011. The Company has accumulated deficit and a working capital deficit at September 30, 2012 (unaudited) and March 31, 2012 (audited).   AFF has limited financial resources with which to satisfy any future cash requirements and until such time as AFF is able to raise additional capital or generate positive cash flow from operations, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. AFF’s ability to achieve and maintain profitability and positive cash flow is dependent upon AFF's ability to generate origination and consulting fees at a rate sufficient to meet obligations and costs.

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American First Financial, Inc.

Notes to the Financial Statements

As of September 30, 2011

Management plans to fund its future operations by obtaining additional financing and continuing to grow the mortgage origination base. However, there is no assurance that AFF will be able to grow the business or to obtain additional financing from investors or private lenders and, if available, such financing may not be on commercial terms acceptable to AFF or its shareholders.  The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services.  There may be other risks and circumstances that management may be unable to predict.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note 3 Property and Equipment

Property and equipment, as of September 30, 2012 and March 31, 2011 consist of:

	September 30, 2012		March 31, 2011
Equipment	$	11,673	$	11,673
Less accumulated depreciation		11,673		11,298
	$	-	$	375

Depreciation of property and equipment was $0, $417, $375 and $834 for the three and six months ended September 30, 2012 and 2011, respectively.

Note 4 Income Taxes

The Company has not recognized any deferred tax assets in association with net operating losses and capital losses incurred from marketable equity securities transactions, due to tax limitations and uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance (100%) established against deferred tax assets arising from the securities capital losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  

As of March 31, 2012, the Company has unused net long-term capital losses of approximately $405,000 and unused Net Operating Loss carry-forwards of approximately $734,000 which begins to expire in 2028.   Differences in financial statement accumulated deficit and taxable losses resulting in Net Operating Losses are due to permanent non-deductible stock transactions.

Note 5 Equity

The company has two classifications of stock:

Preferred Stock

Preferred Stock includes 5,000,000 shares authorized at a par value of $0.05.  Preferred Stock has liquidation and dividend rights over Common Stock, which is not in excess of its par value.

Common Stock

Common Stock includes 50,000,000 shares authorized at a par value of $0.05.  The holders of Common Stock and the equivalent Preferred Stock, voting together, shall appoint the members of the Board of the Directors.  Each share of Common Stock is entitled to one vote. There are currently 24,982,205 shares of common stock outstanding. There are no outstanding shares of preferred stock.

8

American First Financial, Inc.

Notes to the Financial Statements

As of September 30, 2011

On April 30, 2011, the Company issued 2,100,000 shares of common stock for $10,500 in services.  The per share prices were determined by negotiations between Mr. Stirling and the other party depending on the reason for the sale, the number of shares being purchased and the need for the services.

In 2006 the Company issued option awards under the employee incentive stock option plan (“EISOP”) to Officers and Directors.   Options granted under the EISOP, in prior years, were issued for past performance and therefore vest immediately at the date the options were granted.  A total 2,300,000 options were issued with a strike price of $.05 expiring in ten years from issue date (expires September 2016).

Note 6            Earnings per Share

Due to the net operating loss, all options and conversions are considered anti-dilutive and therefore only basic calculation is provided.  Basic weighted average per share excludes items that would have been included in the fully-diluted weighted average shares.  Shares that would be included would be, if exercised, options held by Officers and Directors (2,300,000 common share equivalents).

Note 7            Related Party Transactions

At September 30, 2012 and March 31, 2012, the Company had a subscription receivable due from and a shareholder loan payable to the major shareholder.  

During the six months ended September 30, 2012 and 2011, officer compensation in the amount of $0 and $10,000 respectively, were paid to Mr. Stirling.

During the six months ended September 30, 2012 and 2011, rent expense in the amount of  $600 and $600, respectively, was paid to Mr. Stirling

Total payments to Mr Stirling during the six months ended September 30, 2012 and 2011 were $600 and $10,600, respectively, which was 8% and 69% of the total expenses respectively.

Through an agreement, in exchange for shares that were given to Global Lending Group, AFF utilizes the licenses of Global Lending Group for loan origination and funding.  At funding the loans become the property of Global Lending Group.   There is no recourse to loans brokered for Global Lending Group and AFF acts solely as a mortgage broker on loans originated.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

Note 8            Commitments and Contingencies

The Company has limited needs for office space and subleases office space on a month to month arrangement from the president. The Company has not entered into any lease arrangement plan.  In lieu of rent, the Company agreed to pay $100 per month to reimburse for expenses.  Rent expense was $300, $300, $600 and $600 for the three and six months ended September 30, 2012 and 2011, respectively.

From time to time the Company may be a party to litigation matters involving claims against the Company.  The Company does not believe any un-asserted claims that may exist would have a materially adverse effect on the Company’s financial position or results of operations

9

Item 2.           Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

The following discussion of our financial condition, liquidity and results of operations should be read in conjunction with the financial statements and the related notes. This report contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this discussion, including, without limitation, statements containing the words "believes", "anticipates," "expects" and the like, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained herein to reflect future events or developments.

General

American First Financial, Inc. (“AFF”) is a Florida corporation formed in March, 2001. As part of our recent financial statements our auditor has expressed an opinion that based on our financial condition at the time “there is substantial doubt about the company’s ability to continue as a going concern”. Our total assets at September 30, 2012 were $10,479 and our liabilities were $93,791. We show a net loss through six months of our current fiscal year of $(7,603).

AFF’S operations through December 31, 2011 had primarily been the acceptance of loan submissions from independent retail mortgage brokers and then presenting those loans to approved wholesale lenders. AFF presents broker loan submissions to Global Lending Group, Inc. (shareholder with 500,000 AFF common shares), or directly to the lender contacts of Global, for underwriting, closing, and funding of those loans.  Compensation on a loan may consist of percentage points charged to the borrower, percentage points paid by Global and processing fees, all of which are negotiated prior to the processing of the loan. After the loan closing, AFF receives the gross amount of all compensation associated with the loan and then pays the originating broker a referral fee equal to 2% of the loan amount. AFF then kept all other compensation.

After December 31, 2011, consulting fee revenues have been generated by assisted un-affiliated brokers in packaging and presenting loans to various lenders.  We negotiate with independent retail mortgage brokers to help them package and present non-conforming and sub-prime loans to willing lenders

AFF has specialized in non-conforming and sub-prime loans.  Non-conforming loans are loans that are credit worthy but, don’t meet other Fannie Mae or Freddie Mac requirements such as loan size, property type, or debt ratios below 45%,  Credit score requirements for non-conforming and conforming loans are both above 600. The current maximum loan to value (LTV) for a non-conforming loan is 80%.  It is 95% for conforming loans.  Sub-prime loans are loans to borrowers who would be considered poor credit risks, with credit scores below 600, a recent bankruptcy or loan default experience. Collateral requirements for all of the above mentioned loans are real property. On these types of loans most lenders won’t go above a seventy percent loan to value.

This is an area that AFF is most competitive due to the lender contacts and investors known to Global Lending Group.  Through Global, AFF can offer up to eighty percent loan to value.  Global Lending has allocated at least $1,000,000 a month from its lines of credit for AFF loans if funded by Global. If the loans are funded directly by Global Investors, the funds are unlimited. AFF does not have any foreclosure or debt collecting or responsibilities. Any such efforts would be undertaken by Global. Also AFF has no recourse provisions or responsibilities attached to any loans that they process through Global.

AFF operates under a “Net Branch Agreement” with Global Lending Group, Inc. that allows AFF to take loan originations from mortgage brokers and submit those loans to Global for underwriting and funding. Under that agreement AFF is allowed to act as a branch of Global’s but, is allowed to keep all fees or profits of any kind from the closing of a loan.  The agreement allows us to use Global’s licensing and therefore we need no licenses of our own. Global owns approximately 2% of the outstanding shares of AFF common stock.

Overall economic conditions have certainly contributed to the decline in income for AFF. As an example: the price of homes in Florida has dropped an average of 45% in the last two years and the number of mortgage products offered have declined due to tightened credit markets.

10

We do not consider any of those market conditions pertinent to our forward business plan which is creating more originations by acquisitions of small mortgage brokers and growing our consulting business.  AFF can market a variety of loan products and services to mortgage brokers and small lenders who are too small, or do not have the required net worth to get approval to submit loans directly to the major lenders.

Summary

AFF intends to attract investor dollars and grow the mortgage business through acquisitions to the point of positive cash flow. We currently do not have cash for acquisitions but, intend to use only stock for acquisitions. Management believes that there are numerous small mortgage brokers around the country to be acquired by a company they can place all of their sub-prime and non-conforming loans. Any acquired broker will also have the availability of conforming, FHA and VA loan products as well as use of the branch agreement that AFF has with Global Lending Group, Inc for non-conforming loans.  Management also believes that there will be a number of new loan products introduced in the next twelve months such as “stated income” loans coming back for self-employed borrowers, which will significantly increase business.

We will continue to provide loan and consulting services in the wholesale market to raise operating cash while we work to acquire a base of retail firms and increase the volume of loans to a sustainable level.

Results of Operations

Three months ended September 30, 2012 and 2011

Revenues

For the three months ended September 30, 2012 and 2011 revenues were $0, and $714, respectively.  Revenues in the current quarter were from consulting fees from non-affiliated brokers.  The Company does not currently advertise their services while they are looking for brokers to acquire.  They consult with a limited number of brokers who here of them by word of mouth.

Operating Expenses

Operating expenses were incurred in the amount of $2,258 and $7,554 for the three months ended September 30, 2012 and 2011, respectively.  The decrease in the three month period ended September 30, 2012, was due to not repeating recognizing $5,000 in officer compensation.  .

Net Loss

For the three month periods ended September 30, 2012, the Company recognized a loss of $(2,543) compared to a loss of $(7,360) for the comparable three month period of 2011.   The decrease in loss was due mainly to a decrease in stock-based compensation and professional fees.

Six months ended September 30, 2011 and 2011

Revenues

For the six months ended September 30, 2012 and 2011 revenues were $0, and $3,074, respectively.  Revenues in the current quarter were from consulting fees from non-affiliated brokers.  Revenues in the six months ended September 30, 2012 were from commissions on placing loans.  The Company does not currently advertise their services while they are looking for brokers to acquire.  They consult with a limited number of brokers who here of them by word of mouth.

Operating Expenses

Operating expenses were incurred in the amount of $7,033 and $15,352 for the six months ended September 30, 2012 and 2011, respectively.  The decrease in the six month period ended September 30, 2013, was mainly due to a decrease in professional expenses.

Net Loss

For the six month periods ended September 30, 2012, the Company recognized a loss of $(7,603) compared to a loss of $(12,798) for the comparable six month period of 2011.   The decrease in loss was mainly due to a decrease in general and professional fees.

11

Liquidity and Capital Resources

The following summary data is presented for the period ended September 30, 2013 (unaudited) and for the year ended March 31, 2012 (audited):

	September 30, 2012			March 31, 2012
	(unaudited)			(audited)
Current assets	$	479		$	579
Total Assets		10,479			10,954
Total current liabilities		93,791			86,663
Total liabilities		93,791			86,663
Total stockholders' equity		(83,312	)		(75,709	)
Working Capital		(93,312	)		(86,084	)
Net Cash Used by Operating Activities		(6,658	)		(6,853	)

The current economic conditions have negatively affected our business model. There is an abundance of demand for refinancing, however the credit markets do not offer the supply of loan products with which to fund these requests, therefore mortgage financing has decreased, as has our closings on mortgages. Additionally, there has been a decrease in the overall number of housing sales and real estate values further reducing the number of transactions requiring mortgage financing and the amounts of those mortgages.

Cash used in operations increased, primarily due to the payment of accounts payables and accrued expenses.  Our cash requirements are normally minimal.  We have cut our fixed overhead to approximately $800 a month. Our principle shareholder has agreed to assume personal responsibility for the repayment of any company debt and to personally fund any future expenses of the public filings as needed.

We finance our operations primarily through operating activities. Those activities have not always been adequate for the cash requirements of the business.  From time to time it is necessary for the company to increase cash through the sale of stock through private investors or through temporary loans from and by the majority shareholder.  We believe we can currently satisfy our cash requirements for the next twelve months with our current cash and expected revenues from operations. We cannot assure investors that adequate revenues will be generated. Even without sufficient revenues, due to the current economic conditions, in the next twelve months, we anticipate that proceeds received from securities sales and or, the attainment of proceeds from temporary debt financing will enable AFF to continue with operations.

At September 30, 2012 the Company had minimal cash to meet current obligations.  The Company may rely upon the issuance of common stock and additional capital contributions from shareholders to fund any operating shortfall.

As reflected in the unaudited financial statements, as of September 30, 2012, we have an accumulated deficit of $(1,331,514) and negative working capital of $(93,312).  For the six months ended September 30, 2012 we used cash in operations in the amount of $(6,658).  These issues raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to maintain profitability and or attain funding through additional share sale or debt.  These unaudited financial statements do not include any adjustments that might be necessary if the Company cannot continue as a going concern.

Off-Balance Sheet Arrangements

Agreement from Mr Stirling to personally assume corporate debt and fund the future costs of public filings as needed.

Significant Accounting Policies and Recent Accounting Developments

The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term.

12

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

                         Not required for smaller reporting company.

Item 4. Controls and Procedures.

(a)  Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

With respect to the period ending September 30, 2012, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures,  as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based upon our evaluation regarding the period ending September 30, 2011, the Company’s management, including its Chief Executive Officer has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.  However, the Company’s management, including its Chief Executive Officer does not expect that its disclosure controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

(b)  Changes in Internal Controls.

The Company has tried to enhance its internal controls over financial reporting, primarily by evaluating and enhancing process and control documentation.  Due to personnel limitations, the Company has hired a number of consultants to help prepare the required filings.  Management discusses with and discloses all matters with the consultants and the Company’s auditors.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

                        None for period.

Item 1A. Risk Factors.

                        Not required for smaller reporting company.

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

                        There was none for the period.

Item 3. Defaults Upon Senior Securities.

                        There was none for the period.

Item 4. Mine Safety Disclosures.

                        None required.

Item 5. Other Information.

 None required

Item 6. Exhibits.

Exhibit No.	Description
31(a)	Rule 13a-14(a) Certification – Chief Executive and Chief Financial Officer
32(a)	Section 1350 Certification – Chief Executive and Chief Financial Officer

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 19, 2012

American First Financial, Inc.
By:	/s/  J. R. Stirling
	J. R. Stirling, President

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