UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (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, 2006

                                       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 NUMBER000-49995

                            AMERICAN GOLDFIELDS INC.

             (Exact name of registrant as specified in its charter)




                          Nevada                    71-0867612
                (State or other jurisdiction     (I.R.S. Employer
             of incorporation or organization)   Identification No.)

            200-4170 Still Creek Drive, Burnaby B.C. V5C 6C6, Canada
               (Address of principal executive offices) (Zip Code)

                                 (604) 299-6600
              (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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable  date:  22,892,878  shares of common
stock, $0.001 par value, issued and outstanding as of September 12, 2006.

Transitional Small Business Disclosure Format (elect one) ___ Yes __X___ No

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>




                                TABLE OF CONTENTS

                                                                        Page
PART I  - Financial Information                                          3
  Item 1. Financial Statements                                           3
  Item 2. Management's Discussion and Analysis or Plan of Operation      7
  Item 3 Controls and Procedures                                         9
PART II - Other Information                                              9
  Item 1.  Legal Proceedings                                             9
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds    9
  Item 3. Defaults Upon Senior Securities                                9
  Item 4. Submission of Matters to a Vote of Security Holders            9
  Item 5. Other Information                                              10
  Item 6. Exhibits                                                       10




<PAGE>


                          PART I. FINANCIAL INFORMATION

 ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
American Goldfields Inc.
(An Exploration Stage Company)
Consolidated Balance Sheets
(Unaudited)
                                                                                      July 31          January 31
                                                                                         2006                2006
----------------------------------------------------------------------- --------------------- -------------------
Assets
CURRENT ASSETS
<S>                                                                     <C>                   <C>
     Cash and cash equivalents                                          $           133,447   $          314,996
     Prepaid expenses                                                                 1,642                6,629
                                                                        -- ------------------ -- ----------------

          Total current assets                                                      135,089              321,625

Reclamation deposits                                                                 30,821               27,207
Web-site development costs, net                                                       3,500                6,500
                                                                        -- ------------------ -- ----------------

Total Assets                                                             $          169,410    $         355,332
===================================================================================================================

Liabilities

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                            $           15,985   $          26,808
                                                                        -- ------------------ -- ----------------

          Total current liabilities                                                  15,985              26,808
                                                                        -- ------------------ -- ----------------
Stockholders' Equity

SHARE CAPITAL
     Authorized
          600,000,000 (January 31, 2006 - 600,000,000 common
            shares with a par value of $0.001 per share
          100,000,000 preferred shares with a par value of $0.001
            per share
     Issued
          22,892,878 (January 31, 2006 - 25,892,878) common
            Shares issued and outstanding at July 31, 2006                            22,893            25,893
     Additional paid-in capital                                                    2,709,921         2,541,321

DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE                                  (2,579,389)       (2,238,690)
                                                                         -- ------------------ -- ----------------

          Total stockholders' equity                                                 153,425           328,524
                                                                         -- ------------------ -- ----------------

Total Liabilities and Stockholders' Equity                                $          169,410    $      355,332
===================================================================================================================
</TABLE>

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





<PAGE>



<TABLE>
<CAPTION>
American Goldfields Inc.
(An Exploration Stage Company)
Consolidated Statements of Loss
(Unaudited)

                                                 Three-Months Ended    Six-Months Ended
                                                      July 31               July 31                  Inception
                                                -------------------     ----------------         December 21, 2001
                                                   2006        2005        2006       2005        to July 31,2006
                                                -------     -------     -------    -------      --------------------
Expenses
     Mineral claim payments and
<S>                                         <C>            <C>        <C>        <C>              <C>
       exploration expenditures             $    54,910    $155,237   $  90,299  $ 238,899        $ 1,405,620
     Office and sundry                            9,450       6,433      16,325     17,513            439,558
     Rent                                         1,152       1,178       2,256      2,107             13,256
     Professional fees                            2,149       4,987       7,006      9,919            119,983
     Transfer agent fees                             35           -          35          -              5,600
     Amortization                                 1,500       1,500       3,000      3,000             14,500
     Directors' fees                              1,354           -       2,657          -              8,088
     Interest                                         -           -           -          -              1,070
     Consulting fees                            195,600           -     222,100          -            583,027
                                            ----------------------------------------------------------------------
Total expenses                              $   266,150   $ 169,335  $  343,678 $  271,438        $ 2,590,702

Interest income                                   1,374       1,782       2,979      2,603             11,313
                                            ----------------------------------------------------------------------
Net loss for the period                     $  (264,776)  $(167,553)  $(340,699) $(268,835)       $(2,579,389)
===================================================================================================================

Basic and diluted loss per share
    of common stock                         $     (0.01)   $  (0.01)  $   (0.01) $  (0.01)
===================================================================================================================


Weighted average shares outstanding
- basic and diluted                          25,338,530  25,842,878   25,611,110 25,837,541
===================================================================================================================
</TABLE>

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




<PAGE>




<TABLE>
<CAPTION>
American Goldfields Inc.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
                                                   Three-Months Ended          Six-Months Ended
                                                          July 31                   July 31             Inception
                                                    ------------------         ----------------      December 21, 2001
                                                        2006      2005           2006      2005      to July 31, 2006
------------------------------------------------    --------   -------        -------   -------     ------------------
Cash provided by (used in):

Cash flows used in operating activities
<S>                                              <C>         <C>             <C>        <C>              <C>
     Net loss for the period                     $ (264,776) $(167,553)      $(340,699) $(268,835)       $(2,579,389)
Adjustments to reconcile net loss to net
     Cash flows used in operating activities:
         Stock-based compensation                   195,600          -         195,600          -          1,541,200
         Amortization                                 1,500      1,500           3,000      3,000             14,500
       Changes in assets and liabilities
         Prepaid expenses                             5,446      5,000           4,987     (5,000)            (1,642)
         Accounts payable and accrued liabilities     2,961      9,747         (10,823)    (5,667)            20,528
                                                   -------------------       ---------------------   -----------------

      Net cash used in operating activities         (59,269)  (151,306)       (147,935)  (276,502)         (1,004,803)

Cash flows from (used in)financing activities
      Proceeds from loan                                   -         -               -          -             60,000
      Repayment of loan principal                          -         -               -          -            (60,000)
      Redemption of common shares                    (30,000)        -         (30,000)         -            (30,000)
      Proceeds from the issue of common stock              -         -               -          -          1,104,571
      Proceeds from the exercise of stock options          -         -               -      1,500             94,500
                                                   -------------------       --------------------    -----------------
      Net cash from financing activities             (30,000)        -         (30,000)     1,500          1,169,071

Cash flows used in investing activities
      Reclamation deposits                            (3,614)  (11,490)         (3,614)   (11,490)          (30,821)
                                                   -------------------       --------------------    -----------------
      Net cash used in investing activities           (3,614)  (11,490)         (3,614)   (11,490)          (30,821)
                                                   -------------------        -------------------    -----------------

Increase (decrease) in cash                          (92,883) (162,796)       (181,549)  (286,492)          133,447

Cash, beginning of period                            226,330   723,503         314,996    847,199                 -
                                                   -------------------       --------------------    -----------------
Cash, end of period                              $   133,447 $ 560,707       $ 133,447  $ 560,707        $  133,447
======================================================================================================================
SCHEDULE OF NON-CASH ACTIVITIES
      Settlement of accounts payable  by contribution
         from a shareholder                      $        -  $      -        $       -  $       -         $   4,543
      Web-site development costs related to non-
         Employee stock-based compensation       $        -  $      -        $       -  $       -         $  18,000
</TABLE>

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





<PAGE>


                            AMERICAN GOLDFIELDS INC.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                                   (Unaudited)

                             JULY 31, 2006 AND 2005

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-QSB should be read
in  conjunction  with the  Company's  financial  statements  and  notes  thereto
included in the  Company's  Form  10-KSB for the fiscal  year ended  January 31,
2006. 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-KSB for the  fiscal  year ended  January  31,  2006 has been
omitted.  The results of  operations  for the three and six month  periods ended
July 31, 2006 are not necessary indicative of results for the entire year ending
January 31, 2007.

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.

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  $2,579,389  for the  period  from  December  21,  2001
(inception)  to July 31,  2006,  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.

2. ISSUED SHARES

On July 14,  2006 Mr.  Greg Crowe  resigned  as a Director  of the  Company.  In
connection  with his  resignation,  the Company  and Mr.  Crowe  entered  into a
Redemption Agreement, dated July 14, 2006, pursuant to which Mr. Crowe agreed to
sell the  3,000,000  common  shares  of the  Company  owned by Mr.  Crowe to the
Company at a price of $0.01 per share.  The Company paid Mr.  Crowe  $30,000 and
returned the shares to treasury for cancellation.

3. STOCK OPTIONS

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  following  stock-based
compensation  expenses  are  not  representative  of  the  effects  on  reported
financial results for future periods.

The Company applies  Accounting  Principles  Board Opinion No. 25 ("APB No. 25")
and related  interpretations  in accounting for its employee common stock option
plans. Accordingly,  compensation costs are recognized as the difference between
the exercise price of each option and the market price of the Company's stock at
the date of each grant. The Company did not grant any employee stock options and
accordingly did not charge operations with any compensation  expense in relation
to employee  stock  option  grants in either of the three or  six-month  periods
ended July 31, 2006 or 2005.

The Company  accounts for the grant of options to  non-employees  using the fair
value-based  method  prescribed  in Statement of Financial  Accounting  Standard
("SFAS")  No.  123 (as  amended  by SFAS 143),  using the  Black-Scholes  option
pricing model.  Compensation  for unvested options is amortized over the vesting
period.

During the quarter  ended July 31, 2006,  the Company  granted  200,000  options
under  the 2004 plan to its  President.  These  options  were  valued  using the
Black-Scholes option pricing model with the following assumptions:  (1) dividend
yield of 0%, (2) expected  volatility  of 139%,  (3) risk free  interest rate of
4.43% and, (4) expected life of 10 years.  A consulting  expense of $195,600 has
been  recorded by the  Company in relation to these  options for the quarter and
six-months ended July 31, 2006. The Company did not grant any non-employee stock
options during either of the three or six-month periods ended July 31, 2005.

Activity under the 2004 Plan is summarized as follows:


                                                             Weighted
                                                              Average
                                       Options               Exercise
                                     Outstanding               Price
                                   -----------------   -----------------
Balance, January 31, 2006              1,225,000        $         1.08

Options granted                          200,000        $         1.00
Options cancelled                       (100,000)       $         1.20
Options exercised                              -        $            -
                                   -----------------    -----------------

Balance, July 31, 2006                 1,325,000        $         1.06
                                   =================   =================



The  following  table   summarizes   information   concerning   outstanding  and
exercisable common stock options under the 2004 Plan at July 31, 2006:


<TABLE>
<CAPTION>
                       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
----------------- --------------- -- --------------- --- -------------- --- ------------- --- ---------------
<S>                   <C>                 <C>            <C>                 <C>             <C>
           $0.06         125,000             7.67           $   0.06            125,000         $      0.06
           $1.00         200,000             9.92           $   1.00            200,000         $      1.00
           $1.20       1,000,000             9.25           $   1.20          1,000,000         $      1.20
   ----------------- ---------------                                        -----------

                       1,325,000             9.20           $   1.06          1,325,000         $      1.06
                  ===============                                           ===========
</TABLE>


4. RELATED PARTY TRANSACTIONS

On May 26, 2004, Mr. Richard Kern joined the Company's  Board of Directors.  Mr.
Kern is also the  President of MinQuest Inc  ("MinQuest").  All of the Company's
mineral  properties  have been optioned from  MinQuest.  The Imperial and Cortez
Property  Option  Agreements  require the Company to use MinQuest as the primary
contractor  for  exploration   activity   undertaken  on  the  properties.   All
exploration  work  undertaken on any of the Company's  properties will be at the
direction and discretion of the Company. For the six months ended July 31, 2006,
the Company made total  property  payments of $65,000 (July 31, 2005 - $100,000)
to MinQuest  related to the property option  payments for the Cortez  ($30,000),
the Gilman ($15,000) and the Imperial ($20,000) properties.  Included in the net
loss for six months  ended July 31, 2006 is an amount of $6,000 (July 31, 2005 -
$12,000) with respect to fees paid to Mr. Kern for geological  services rendered
to the Company.  In addition,  the Company has reimbursed Mr. Kern or MinQuest a
combined  total  of $744  (July  31,  2005 -  $38,032)  for  expenses  including
subcontractor costs, claim filing fees, documentation preparation,  field sample
costs and travel related to exploration activity on the Company's properties.

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-QSB.  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 the  products  it  expects  to offer 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, 2006 Form 10-KSB
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 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.

Over the next twelve months,  the Company intends to explore various  properties
to determine  whether there are  commercially  exploitable  reserves of gold and
silver or other metals. The Company does not intend to hire any employees nor to
make any purchases of equipment  over the next twelve  months,  as it intends to
rely  upon  outside  consultants  to  provide  all  the  tools  needed  for  the
exploratory work being conducted.

Current cash on hand is  insufficient  for all of the Company's  commitments for
the next 12 months.  We anticipate  that the additional  funding that we require
will be in the form of  equity  financing  from the  sale of our  common  stock.
However,  we cannot provide investors with any assurance that we will be able to
raise  sufficient  funding from the sale of our common stock to fund  additional
phases of the exploration program,  should we decide to proceed. We believe that
debt financing will not be an alternative  for funding any further phases in our
exploration  program.  The risky nature of this  enterprise and lack of tangible
assets places debt financing beyond the credit-worthiness required by most banks
or typical investors of corporate debt until such time as an economically viable
mine  can be  demonstrated.  We do not have any  arrangements  in place  for any
future equity financing.

Notwithstanding,  we cannot be certain  that any required  additional  financing
will be available on terms  favorable to us. If  additional  funds are raised by
the issuance of our equity securities, such as through the issuance and exercise
of  warrants,  then  existing  stockholders  will  experience  dilution of their
ownership  interest.  If additional  funds are raised by the issuance of debt or
other  equity  instruments,  we may be  subject to  certain  limitations  in our
operations,  and issuance of such  securities may have rights senior to those of
the then existing  holders of common stock.  If adequate funds are not available
or not  available  on  acceptable  terms,  we may be unable  to fund  expansion,
develop or enhance services or respond to competitive pressures.

Results of Operations

We did not earn any revenues during the three or six months ended July 31, 2006.
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,  2006,  we incurred a net loss of $340,699
compared to a net loss of $268,835 for the comparative  period in 2005. Our year
to date net loss for 2006 has  increased  over 2005  largely  due to $195,600 of
stock-based  compensation being recognized in 2006. No stock-based  compensation
was recognized for the six-months ended July 31, 2005.  Offsetting the effect of
the  stock-based  compensation  was a decrease  in mineral  claim  payments  and
exploration expenditures in 2006 compared to 2005. For the six months ended July
31,  2006,  the  Company  made total  property  payments  of $65,000 to MinQuest
related to the property  option  payments for the Cortez  ($30,000),  the Gilman
($15,000) and the Imperial ($20,000)  properties.  In 2005, the Company recorded
$100,000 of property option  payments  relating to the initial option payment on
the Cortez Property  ($65,000) and option payments on the Imperial ($20,000) and
Gilman ($15,000)  properties.  Exploration expenses also decreased in 2006 as no
exploration  programs were ongoing  during the first six months of 2006 while in
2005 the Company  incurred costs related to the drilling program that started on
the Imperial Property in May 2005.

During the three months ended July 31, 2006,  we incurred a net loss of $264,776
compared to a net loss of $167,553 for the comparative  period in 2005. Our loss
for the current quarter for 2006 has increased over 2005 largely due to $195,600
of stock-based  compensation  being recognized in 2006 while none was recognized
in 2005.  Partially  offsetting the effect of the stock-based  compensation were
lower  exploration  expenses  in the  second  quarter  of 2006  compared  to the
respective period in 2005. In 2005, the drilling program at Imperial was ongoing
while no such programs occurred in 2006.

Liquidity and Capital Resources

We had cash of $133,447 as of July 31, 2006.  We  anticipate  that we will incur
the following through to the end of July 2007:

o        $55,000 in  connection  with  mineral  claim  payments  and $430,000 in
         exploration expenditures of the Company's properties;

o        $71,800 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, 2006
was $147,935 compared to $276,502 during the six months ended July 31, 2005. The
decrease  in cash used in  operating  activities  was  largely  the result of an
increased net loss in 2006 being offset by $195,600 in stock-based  compensation
recognized in 2006. Also, in 2006 the Company reduced prepaid expenses by $4,987
while in 2005 the outflow  from prepaid  expenses was $5,000  resulting in a net
change of $9,987.

Cash used in  financing  in 2006  related  to the  purchase  and  redemption  of
3,000,000  common  shares  purchased  by the  Company  from Greg  Crowe upon his
resignation from the Company's Board of Directors.  The only financing  activity
undertaken in the six months ended July 31, 2005 related to $1,500 received from
the exercise of stock options.

Going Concern Consideration

As shown in the accompanying consolidated financial statements,  the Company has
incurred  a net  loss of  $2,579,389  for the  period  from  December  21,  2001
(inception)  to July 31,  2006,  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  of and  classification  of  liabilities  that might be
necessary in the event the Company cannot continue in existence.

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, 2006 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. 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 Chief Executive Officer and Chief Financial Officer
have reviewed the effectiveness of our "disclosure  controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)) as
of the end of the period  covered by this  report  and have  concluded  that the
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 Chief  Executive  Officer
and Chief 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.

                           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, any owner of record or
beneficially  of more than 5% of any class of voting  securities of the Company,
or security holder is a party adverse to the Company or has a material  interest
adverse to the Company. The Company's property is not the subject of any pending
legal proceedings.

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 Company does not have any procedures by which security holders can recommend
nominees to the Board of Directors.

ITEM 6. EXHIBITS.

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





<PAGE>


                                   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:   September 12, 2006

                            AMERICAN GOLDFIELDS INC.

By:   /s/ Donald Neal
       Donald Neal
       President, Chief Executive
       Officer, Secretary and Treasurer