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, 2005

                                       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 Identification No.)
of inorporation or organization)


            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.

Common Stock,  $0.001 par value,  25,842,878 shares  outstanding as of September
13, 2005.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (ELECT ONE) ___ YES __X___ NO




<PAGE>




                                TABLE OF CONTENTS

                                                                            Page
PART I  - Financial Information
  Item 1. Financial Statements
      Balance Sheets July 31, 2005, and January 31, 2005 (audited)
      Statements of Loss for the three and six-month periods ended July 31, 2005
      and 2004,  and for the period from  inception on December 21, 2001 to July
      31, 2005.  Statements  of Cash Flows for the three and  six-month  periods
      ended  July 31,  2005 and  2004,  and for the  period  from  inception  on
      December 21, 2001 to July 31, 2005. Notes to the Financial Statements
  Item 2. Management's Discussion and Analysis or Plan of Operation
  Item 3 Controls and Procedures
PART II - Other Information
  Item 1.  Legal Proceedings
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  Item 6. Exhibits




<PAGE>


                          PART I. FINANCIAL INFORMATION

 ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

American Goldfields Inc.
(formerly Baymont Corporation)
(An Exploration Stage Company)
Consolidated Balance Sheets
(Unaudited)
                                                                                 July 31               January 31
                                                                                  2005                   2005
----------------------------------------------------------------------- --------------------- -------------------
Assets
CURRENT ASSETS
<S>                                                                     <C>                   <C>
     Cash and cash equivalents                                          $           560,707   $          847,199
     Prepaid expenses                                                                 5,430                  430
                                                                        -- ------------------ -- ----------------

          Total current assets                                                      566,137              847,629

Reclamation deposits                                                                 24,746               13,256
Web-site development costs, net                                                       9,500               12,500
                                                                        -- ------------------ -- ----------------

Total Assets                                                             $          600,383    $         873,385
===================================================================================================================

Liabilities

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                            $           26,374   $          32,041
                                                                        -- ------------------ -- ----------------

          Total current liabilities                                                  26,374              32,041
                                                                        -- ------------------ -- ----------------
Stockholders' Equity

SHARE CAPITAL
     Authorized
          600,000,000 (January 31, 2005 - 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
          25,842,878 (January 31, 2005 - 25,817,878) common
            Shares issued and outstanding at July 31, 2005                            25,843             25,818
     Additional paid-in capital                                                      533,707            532,232
     Additional paid-in capital - warrants                                           702,264            702,264

DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE                                    (687,805)          (418,970)
                                                                         -- ------------------ -- ----------------

          Total stockholders' equity                                                 574,009            814,344
                                                                         -- ------------------ -- ----------------

Total Liabilities and Stockholders' Equity                                $          600,383    $       873,385
===================================================================================================================
</TABLE>

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


<PAGE>



<TABLE>
<CAPTION>

American Goldfields Inc.
(formerly Baymont Corporation)
(An Exploration Stage Company)
Consolidated Statements of Loss
(Unaudited)
                                                Three-Months Ended      Six-Months Ended
                                                      July 31               July 31                  Inception
                                                -------------------     ----------------         December 21, 2001
                                                   2005        2004        2005       2004        to July 31,2005
                                                -------     -------     -------    -------      --------------------

<S>                                               <C>                     <C>                           <C>
Interest income                                   1,782           -       2,603          -              2,603

Expenses
     Mineral claim payments and
       exploration expenditures             $   155,237    $ 70,000   $ 238,899  $ 102,400        $   499,952
     Office and sundry                            6,433       4,188      17,513     16,081             56,629
     Rent                                         1,178       1,231       2,107      2,045              8,969
     Professional fees                            4,987         230       9,919     16,954             98,996
     Transfer agent fees                              -         370           -      1,930              5,565
     Amortization                                 1,500       1,500       3,000      2,500              8,500
     Directors' fees                                  -           -           -          -              5,000
     Interest                                         -         153           -        153              1,070
     Consulting fees                                  -         127           -      3,727              5,727
                                            ----------------------------------------------------------------------
Loss for the period                         $  (167,553)  $ (77,799)  $(268,835) $(145,790)       $  (687,805)
===================================================================================================================

Basic and diluted loss per share
    of common stock                         $     (0.01)   $  (0.00)  $   (0.01) $  (0.00)
===================================================================================================================


Weighted average shares outstanding
- basic and diluted                          25,842,878  24,914,278   25,837,541 34,156,036
===================================================================================================================
</TABLE>

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


<PAGE>


<TABLE>
<CAPTION>

American Goldfields Inc.
(formerly Baymont Corporation)
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
                                                   Three-Months Ended          Six-Months Ended
                                                          July 31                   July 31             Inception
                                                    ------------------         ----------------      December 21, 2001
                                                        2005      2004           2005      2004      to July 31, 2005
------------------------------------------------    --------   -------        -------   -------     ------------------
Cash provided by (used in):

Cash flows used in operating activities
<S>                                              <C>          <C>            <C>        <C>              <C>
     Net loss for the period                     $  (167,553) $(77,799)      $(268,835) $(145,790)       $  (687,805)
     Adjustments to reconcile net loss to net
       Cash flows used in operating activities:
         Stock-based compensation                         -          -               -     43,200             43,200
         Amortization                                  1,500     1,500           3,000      2,500              8,500
       Changes in assets and liabilities
         Prepaid expenses                              5,000         -          (5,000)      (100)            (5,430)
         Accounts payable and accrued liabilities      9,747   (14,975)         (5,667)        42             30,917
                                                   -------------------       --------------------    -----------------

      Net cash used in operating activities         (151,306) (91,274)        (276,502)  (100,148)          (610,618)

Cash flows from (used in)financing activities
      Proceeds from loan                                   -   60,000                -     60,000             60,000
      Repayment of loan principal                          -        -                -          -            (60,000)
      Proceeds from the issue of common stock              -        -                -          -          1,104,571
      Proceeds from the exercise of stock options          -        -            1,500     60,000             91,500
                                                   ------------------        --------------------    -----------------
      Net cash from financing activities                   -   60,000            1,500    120,000          1,196,071

Cash flows used in investing activities
      Reclamation deposit                            (11,490) (13,256)         (11,490)   (13,256)          (24,746)
                                                   ------------------        --------------------    -----------------
      Net cash used in investing activities          (11,490) (13,256)         (11,490)   (13,256)          (24,746)
                                                   ------------------         -------------------    -----------------

Increase (decrease) in cash                         (162,796) (44,530)        (286,492)     6,596            560,707

Cash, beginning of period                            723,503   63,230          847,199     12,104                  -
                                                   ------------------        --------------------    -----------------
Cash, end of period                              $   560,707 $ 18,700        $ 560,707  $  18,700         $  560,707
======================================================================================================================
SCHEDULE OF NON-CASH ACTIVITIES
      Settlement of accounts payable  by contribution
         from a shareholder                      $        -  $      -        $       -  $   4,543         $    4,543
      Web-site development costs related to non-
         Employee stock-based compensation       $        -  $      -        $       -  $  18,000         $   18,000
</TABLE>

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

<PAGE>


AMERICAN GOLDFIELDS INC.
(formerly Baymont Corporation)
(An Exploration Stage Company)

 Notes to the Financial Statements
                                   (Unaudited)

                             JULY 31, 2005 AND 2004

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,
2005. 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,  2005 has been
omitted.  The results of operations for the six month period ended July 31, 2005
is not necessary  indicative  of results for the entire year ending  January 31,
2006.

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  $687,805  for  the  period  from  December  21,  2001
(inception)  to July 31,  2005,  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.

<PAGE>

2. STOCK OPTIONS

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, 2005 or 2004.

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. The Company granted 1,700,000 stock options to non-employees  during the
quarter  ended April 30,  2004.  The Company has not granted any stock option to
non-employees since that date. These options were valued using the Black-Scholes
option pricing model with the following  assumptions:  (1) dividend yield of 0%,
(2) expected  volatility  of 165%,  (3) risk free  interest  rate of 3% and, (4)
expected life of 1 year. The weighted  average fair value of options granted for
the six-months ended July 31, 2004 was $0.036. As a result of the recognition of
stock-based  compensation,  the  following  amounts  have been  included  in the
Consolidated Statement of Loss at July 31, 2004:

Mineral property acquisition and exploration expenditures              $ 32,400
Office and sundry                                                         7,200
Consulting                                                                3,600
                                                                     ----------
                                                                       $ 43,200

In  addition,  web site  development  costs in the amount of  $18,000  have been
capitalized  pursuant to the granting of non-employee stock options. The Company
did not grant any  non-employee  stock options during the quarters ended July 31
or April 30, 2005.

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

Activity under the 2004 Plan is summarized as follows:


                                                                     Weighted
                                                                      Average
                                               Options               Exercise
                                             Outstanding               Price
                                           -----------------   -----------------
Balance, January 31, 2005                        200,000        $         0.06

Options granted                                        -        $            -
Options exercised                                (25,000)       $         0.06
                                           -----------------   -----------------

Balance, July 31, 2005                           175,000        $         0.06
                                           =================   =================

<PAGE>


The  following  table   summarizes   information   concerning   outstanding  and
exercisable common stock options under the 2004 Plan at July 31, 2005:

<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         175,000             8.67           $   0.06            175,000         $      0.06
   ----------------- --------------- -- --------------- --- -------------- --- ------------- --- ---------------

                         175,000                                                175,000
                  ===============                                            ===========
</TABLE>


3. 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, 2005,
the Company made total  property  payments of $100,000 (July 31, 2004 - $70,000)
to  MinQuest  related to the  initial  property  option  payment  for the Cortez
Properties  ($65,000) and option payments for the Imperial  ($20,000) and Gilman
($15,000)  properties.  Included  in the net loss for six months  ended July 31,
2005 is an amount of $12,000 (July 31, 2004 - $Nil) 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 $38,032 (July
31, 2004 - $Nil) for expenses including  subcontractor costs, claim filing fees,
documentation preparation,  field sample costs and travel related to exploration
activity on the Company's properties.


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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 Company's Form 10-KSB for the
fiscal year ended January 31, 2005, filed by the Company with the Securities and
Exchange Commission on April 29, 2005, as amended on June 23, 2005.

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 sufficient for all of the Company's  commitments for the
next 18 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

<PAGE>

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 six or three months ended July 31, 2005.
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,  2005,  we incurred a net loss of $268,835
compared to a net loss of $145,790 for the comparative  period in 2004. Our year
to date net loss for 2005 has  increased  over 2004 largely due to mineral claim
payments and exploration expenditures. In 2005, the Company recorded $100,000 of
property  option  payments  relating to the initial option payment on the Cortez
Properties  ($65,000) and option  payments on the Imperial  ($20,000) and Gilman
($15,000)  properties.  In 2004,  property  option payments were made of $70,000
relating  to  the  Imperial  ($60,000)  and  the  Gilman  ($10,000)  properties.
Exploration  had not  commenced  by July 31,  2004  while  in 2005  the  Company
incurred  costs  related to the  drilling  program  that started on the Imperial
Property  in May 2005.  In  addition,  mapping  and  planning  for future  drill
programs has been undertaken on the Company's other  properties.  Offsetting the
increase in mineral claim payments and exploration expenditures in 2005 are 2004
costs  related to  stock-based  compensation  of $43,200 for options  granted to
non-employees  for  services  provided  to the  Company.  In  addition,  in 2004
professional  fees were higher than in the current year due to the restructuring
of the Company  including  the  relocation  and  setting-up of the Company's new
office.

During the three months ended July 31, 2005,  we incurred a net loss of $167,553
compared to a net loss of $77,799 for the  comparative  period in 2004. Our loss
in the  current  quarter has  increased  over the  corresponding  period in 2004
largely due to exploration expenditures.  In the second quarter, property option
payments decreased from $70,000 in 2004 to $35,000 in 2005. However,  due to the
Company's  exploration  activity,  especially the drilling  program at Imperial,
total mineral  property  acquisition and exploration  expenditures in the second
quarter increased $85,237 in 2005 compared to 2004. The balance of the increased
second quarter loss in 2005 was due to a $4,757 increase in professional fees.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $560,707 as of July 31, 2005.  We  anticipate  that we will incur
the following through the next twelve months:

o        $85,000 in  connection  with  mineral  claim  payments  and $285,800 in
         exploration expenditures of the Company's properties;

o        $70,000 for operating expenses,  including working capital and general,
         legal, accounting and administrative expenses associated with reporting
         requirements under the Securities Exchange Act of 1934.

Net cash used in operating  activities during the six months ended July 31, 2005
was $276,502 compared to $100,148 during the corresponding period ended July 31,
2004. The increase in cash used in the current  six-month period was higher than
in the  prior  period  due to an  increase  in the net  loss in 2005  ($268,835)
compared to 2004 ($145,790). In addition, in the current period, working capital
outflows  of  $5,000  relating  to a  deposit  made  to  the  Company's  primary
exploration  contractor and a reduction in accounts  payable of $5,667 occurred.
Partially  offsetting  these two factors was a non-cash  item in 2004 related to
non-employee stock-based compensation of $43,200.

GOING CONCERN CONSIDERATION

As shown in the accompanying consolidated financial statements,  the Company has
incurred  a net  loss  of  $687,805  for  the  period  from  December  21,  2001
(inception)  to July 31,  2005,  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, 2005 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 have no off-balance sheet arrangements.

<PAGE>

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.

No legal  proceedings  are pending against the Company or any of its officers or
directors,  and the  Company  has no  knowledge  that any such  proceedings  are
threatened.

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.

<PAGE>

ITEM 6. EXHIBITS.
<TABLE>
<CAPTION>

---------------- -------------------------------------------- -----------------------------------------------
  Exhibit No.                    Description                                   Where Found
---------------- -------------------------------------------- -----------------------------------------------
<C>              <S>                                          <S>
3.1              Articles of Incorporation                    Previously   filed  with  the  Company's  Form
                                                              SB-2,  filed  with the SEC on March 13,  2002,
                                                              as amended  on Jun 12,  2002,  July 18,  2002,
                                                              and August 22, 2002
---------------- -------------------------------------------- -----------------------------------------------

3.2              Bylaws                                       Previously   filed  with  the  Company's  Form
                                                              SB-2,  filed  with the SEC on March 13,  2002,
                                                              as amended  on Jun 12,  2002,  July 18,  2002,
                                                              and August 22, 2002
---------------- -------------------------------------------- -----------------------------------------------

31.1             Rule 13a-14(a)/15d14(a)                      Attached Hereto
                 Certifications
---------------- -------------------------------------------- -----------------------------------------------

32.1             Section 1350 Certifications                  Attached Hereto
---------------- -------------------------------------------- -----------------------------------------------
</TABLE>


                                   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 13, 2004               BY:   /S/ DONALD NEAL
                                         ---------------------------
                                         DONALD NEAL
                                         PRESIDENT, CHIEF EXECUTIVE
                                         OFFICER, SECRETARY AND TREASURER