SC 13D/A 1 fields_13da2.htm SCHEDULE 13D - AMENDMENT NO. 2 fields_13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

American International Industries, Inc
(Name of Issuer)

Common Stock, $0.001 Par Value
(Title of Class of Securities)

02686Y201
(CUSIP Number)

Ephraim Fields
265 East 66th St, #41A
New York, NY 10065
(212)259-0530
ef@echolakecapital.com
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 9, 2011
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



 
 
 


 
CUSIP No. 02686Y201  Page 2 of 5
 
1.  Names of Reporting Persons.
 
Ephraim Fields
2.  Check the Appropriate Box if a Member of a Group
(a) o
(b) o
 
3.  SEC Use Only
4.  Source of Funds
PF
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
6.  Citizenship or Place of Organization
New York
   Number of Shares
   Beneficially
   Owned by
   Each Reporting
   Person With:
7.  Sole Voting Power
      872,361
 
8.  Shared Voting Power
 
 
9.  Sole Dispositive Power
     872,361
 
10.  Shared Dispositive Power
 
 
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
 
       872,361
 
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13.  Percent of Class Represented by Amount in Row (11)
     5.8%
14.  Type of Reporting Person
     IN


 
 
 

ITEM 1. SECURITY AND ISSUER

This Amendment No. 2 to Schedule 13D amends and supplements information contained in the Schedule 13D initially filed on February 4, 2011 (the “Initial 13D”) and subsequently amended on February 18, 2011 (“Amendment No. 1”) with respect to the common stock, $0.001 par value ("Common Stock"), of American International Industries, Inc., a Texas corporation (the "Issuer").  The principal executive offices of the Issuer are located at 3601 Cien Street, Suite 235, Kemah, TX  77565.

ITEM 2. IDENTITY AND BACKGROUND

No Change.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The aggregate purchase price of the 98,000 shares of Common Stock purchased by the Reporting Person since the filing of Amendment No. 1 to the Initial 13D is approximately $54,890 including brokerage commissions. The shares of Common Stock owned by the Reporting Person were acquired with cash on hand and margin borrowing provided by a brokerage firm.

ITEM 4. PURPOSE OF TRANSACTION
 
No Change.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)
The percentages set forth in this Item 5 are based on the Form 10-Q filed by the Issuer on November 14, 2011, which stated that as of November 14, 2011, there were 15,076,585 shares of Common Stock outstanding.  As of the close of business on December 8, 2011 the Reporting Person directly owns 872,361 shares of Common Stock representing approximately 5.8% of the outstanding Common Stock.

(b) 
The Reporting Person has the sole power to vote and dispose of 872,361 shares of Common Stock.

(c) 
See Appendix A for a list of transactions occurring since the filing of Amendment No. 1 to the Initial 13D.

(d) 
Not applicable.

(e) 
Not applicable.


ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

No Change.

 
 
 


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

No Change.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

December 9, 2011
Date

/s/ Ephraim Fields
Signature

Ephraim Fields
Name

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.




 
 
 

Appendix A


 
Shares
Avg. Price
Date
Purchased
Per Share
     
6/14/2011
12,500
$0.64
6/7/2011
  7,500
$0.56
3/29/2011
10,000
$0.56
3/28/2011
20,000
$0.56
3/25/2011
20,000
$0.54
3/24/2011
  8,000
$0.53
3/23/2011
20,000
$0.54