UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A(Amendment No. 1)



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|---- | ----------------------------------------------------------------------------------------------------------------------------------------------
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|[  ] | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934                                                
|OR  
|[X]  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Fiscal Year Ended September 30, 2010                     
|     |                                                                                                                                               
|OR  
|[  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ________
|OR  
|[  ] | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report 



Commission file number 000-52509

Argonaut Gold Inc.

(as successor-registrant to Pediment Gold Corp.)

(Exact name of Registrant as specified in its charter)



Ontario, Canada

(Jurisdiction of incorporation or organization)

9604 Prototype Court, Reno, Nevada 89521

(Address of principal executive offices)

Barry Dahl, 775-284-4422; Fax 775-284-4426; 9604 Prototype Court, Reno, NV 89521

(Name, Telephone, E-mail and/or Facsimile and Address of Company Contact Person)

Securities to be registered pursuant to Section 12(b) of the Act:  None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)



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|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------- | ------------ |  | 
|Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:                                                                                                                                                                                                                                                                                                                                                                                                                                                             | None       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |            
|Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.                                                                                                                                                                                                                                                                                                                                                                                       | 50,517,072 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |            
|Indicate by check mark if the registrant is a well-known, seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                               | Yes [  ]    | No [X]      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |            
|If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                     | Yes [  ]    | No [X]      
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|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 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 ninety days                                                                                                                                                                                            | Yes [X]     | No [  ]     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |            
|Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T, (Sec.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).
Yes[  ]                No[  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer:
|(Check one)            Large accelerated filer [ ]                   Accelerated filer [ ]                 Non-accelerated filer [X ]                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |            
|Indicate by check mark which basis of accounting registrant has used to prepare financial statements included in this filing:                                                                                                                                                                                                                                                                                                                                                                                                                         
|U.S. GAAP [ ]    International Financial Reporting Standards as issued by International Accounting Standards Board  [ ] Other [X]                                                                                                                                                                                                                                                                                                                                                                                                                     
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|If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:                                                                                                                                                                                                                                                                                                                                                                                          | Item 17 [X] | Item 18 [  ]
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|If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                                                                                                                                                                                                                                                                                                                                                                          | Yes [  ]    | No [X]      



Page 1 of 7

Index to Exhibits on Page 5



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Explanatory Note



This Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended September 30, 2010, originally filed by Pediment Gold Corp. on December 29, 2010 with the Securities and Exchange Commission (the Pediment 2010 20-F), is being filed by Argonaut Gold Inc., as successor-registrant, solely for the purposes of amending Part II, Item 15 to include the conclusion of  the registrants principal officers on the effectiveness of the registrants disclosure controls and procedures as of the end of the period covered by this report in accordance with Item 15(a) of Form 20-F, which was inadvertently omitted from the original filing of the Pediment 2010 20-F.



Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other item of the Pediment 2010 20-F, or reflect any events that have occurred after the Pediment 2010 20-F was originally filed.



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PART II

ITEM 15.  CONTROLS AND PROCEDURES



The Companys management is responsible for the design and effectiveness of disclosure controls and procedures to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to the Companys certifying officers. The Companys Chief Executive Officer and Chief Financial Officer have each evaluated the effectiveness of the Companys disclosure controls and procedures for the period covered by the Pediment 2010 20-F and have concluded that, as of September 30, 2010, these controls and procedures are effective in providing reasonable assurance that material information relating to the Company is made known to them by others within the Company in sufficient time to meet disclosure requirements.  In making this conclusion, the Companys management noted the inadvertent omission of this paragraph from the original filing of its Annual Report on Form 20-F for the year ended September 30, 2010, and have made appropriate changes to its disclosure controls and procedures.



The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.



Management conducted an evaluation of the effectiveness of the internal controls over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, 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.



Management assessed the effectiveness of the Companys internal control over financial reporting as of September 30, 2010.  Based on managements assessment and those criteria, management has concluded that the internal control over financial reporting as at September 30, 2010 was effective.



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



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



PART III

ITEM 19.  EXHIBITS

The following exhibits are filed herewith in response to this Item:

12.1

Certification of Chief Executive Officer

12.2

Certification of Chief Financial Officer



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SIGNATURE PAGE







The Registrant certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused the undersigned to sign this Amendment No. 1 to its Annual Report on Form 20-F on its behalf.





ARGONAUT GOLD INC.







Dated:  April 22, 2011

By: /s/ Barry Dahl

Barry Dahl, Chief Financial Officer





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EXHIBIT INDEX





12.1

Certification of Chief Executive Officer

12.2

Certification of Chief Financial Officer